ex10_1.htm


    
      

    

    
      EXHIBIT
        10.1

      


      EXECUTION
        COPY

       

       

       

      
        
          

        

      

       

      ASSET
        PURCHASE AGREEMENT

       

      by
        and
        among

       

      MEDIWARE
        INFORMATION SYSTEMS, INC.,

       

      INTEGRATED
        MARKETING SOLUTIONS, LLC,

       

      T.J.C.
        INVESTMENTS, INC.,

       

      S.M.C.,
        INC.,

       

      TODD
        COLLINS

       

      and

       

      SCOTT
        CECCORULLI

       

       
        
          

        

      

       

      Dated:
        October 16, 2007


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        
          	
                  ARTICLE
                    I  SALE AND PURCHASE OF ASSETS

                	
                  1

                
	 	 	 
	
                  1.1.           
                    

                	
                  Agreement
                    to Purchase and Sell

                	
                  1

                
	
                  1.2.

                	
                  Purchased
                    Assets

                	
                  2

                
	
                  1.3.

                	
                  Excluded
                    Assets

                	
                  3

                
	
                  1.4.

                	
                  Name
                    Following the Closing

                	
                  3

                
	
                  1.5.

                	
                  Certain
                    Consents to Assignment

                	
                  3

                
	 	 
	
                  ARTICLE
                    II  PURCHASE PRICE; ALLOCATION

                	
                  3

                
	 	 	 
	
                  2.1.

                	
                  Calculation
                    of Purchase Price

                	
                  3

                
	
                  2.2.

                	
                  Determination
                    of Estimated Initial Purchase Price

                	
                  4

                
	
                  2.3.

                	
                  Determination
                    of Initial Purchase Price.

                	
                  4

                
	
                  2.4.

                	
                  Incremental
                    Revenue Payment.

                	
                  5

                
	
                  2.5.

                	
                  Escrow
                    Amount

                	
                  7

                
	
                  2.6.

                	
                  Allocation
                    of Purchase Price

                	
                  7

                
	 	 
	
                  ARTICLE
                    III  ASSUMPTION OF LIABILITIES

                	
                  8

                
	 	 	 
	
                  3.1.

                	
                  Liabilities
                    to be Assumed by Buyer

                	
                  8

                
	
                  3.2.

                	
                  Liabilities
                    of Seller Not Assumed

                	
                  8

                
	 	 
	
                  ARTICLE
                    IV  CLOSING

                	
                  8

                
	 	 	 
	
                  4.1.

                	
                  Closing
                    Date

                	
                  8

                
	
                  4.2.

                	
                  Payment
                    of Estimated Initial Purchase Price

                	
                  8

                
	
                  4.3.

                	
                  Buyer’s
                    Additional Deliveries

                	
                  9

                
	
                  4.4.

                	
                  Seller’s
                    Deliveries

                	
                  9

                
	
                  4.5.

                	
                  Further
                    Assurances

                	
                  10

                
	 	 
	
                  ARTICLE
                    V  REPRESENTATIONS AND WARRANTIES OF SELLER, THE MEMBERS AND THE
                    PRINCIPALS

                	
                  11

                
	 	 	 
	
                  5.1.

                	
                  Organization
                    of Seller

                	
                  11

                
	
                  5.2.

                	
                  Authorization,
                    Execution and Enforceability

                	
                  11

                
	
                  5.3.

                	
                  Absence
                    of Restrictions and Conflicts

                	
                  11

                
	
                  5.4.

                	
                  Interests
                    in Other Entities

                	
                  12

                
	
                  5.5.

                	
                  Ownership
                    of Assets and Related Matters.

                	
                  12

                
	
                  5.6.

                	
                  Financial
                    Statements; Undisclosed Liabilities

                	
                  13

                
	
                  5.7.

                	
                  Operations
                    Since Balance Sheet Date

                	
                  13

                
	
                  5.8.

                	
                  Legal
                    Proceedings

                	
                  13

                
	
                  5.9.

                	
                  Licenses,
                    Permits and Compliance with Law

                	
                  14

                
	
                  5.10.

                	
                  Assumed
                    Contracts

                	
                  14

                
	
                  5.11.

                	
                  Taxes

                	
                  14

                
	
                  5.12.

                	
                  Employees

                	
                  14

                
	
                  5.13.

                	
                  Employee
                    Benefit Plans

                	
                  15

                
	
                  5.14.

                	
                  Labor
                    Relations

                	
                  16

                
	
                  5.15.

                	
                  Insurance

                	
                  16

                
	
                  5.16.

                	
                  Intellectual
                    Property.

                	
                  16

                
	
                  5.17.

                	
                  Code
                    Quality.

                	
                  22

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  5.18.          
                    

                	
                  Transactions
                    with Affiliates

                	
                  22

                
	
                  5.19.

                	
                  Customer
                    Relations

                	
                  23

                
	
                  5.20.

                	
                  Nondisclosed
                    Payments; Ethical Practices

                	
                  23

                
	
                  5.21.

                	
                  Brokers,
                    Finders and Investment Bankers

                	
                  23

                
	
                  5.22.

                	
                  Disclosure

                	
                  23

                
	 	 
	
                  ARTICLE
                    VI REPRESENTATIONS AND WARRANTIES OF BUYER

                	
                  24

                
	 	 	 
	
                  6.1.

                	
                  Organization,
                    Power and Good Standing

                	
                  24

                
	
                  6.2.

                	
                  Authority

                	
                  24

                
	
                  6.3.

                	
                  No
                    Violation

                	
                  24

                
	
                  6.4.

                	
                  Disclosure

                	
                  24

                
	
                  6.5.

                	
                  Seller
                    Customers

                	
                  24

                
	 	 
	
                  ARTICLE
                    VII  ACTION PRIOR TO THE CLOSING DATE

                	
                  25

                
	 	 	 
	
                  7.1.

                	
                  Access
                    to Information

                	
                  25

                
	
                  7.2.

                	
                  Preserve
                    Accuracy of Representations and Warranties; Notification of Certain
                    Matters.

                	
                  25

                
	
                  7.3.

                	
                  Consents
                    of Third Parties

                	
                  26

                
	
                  7.4.

                	
                  Merger
                    of the Subsidiary

                	
                  26

                
	
                  7.5.

                	
                  Operations
                    Prior to the Closing Date

                	
                  26

                
	
                  7.6.

                	
                  Non-Solicitation

                	
                  26

                
	 	 
	
                  ARTICLE
                    VIII  INDEMNIFICATION

                	
                  26

                
	 	 	 
	
                  8.1.

                	
                  Indemnification
                    of Buyer

                	
                  26

                
	
                  8.2.

                	
                  Indemnification
                    of Seller

                	
                  27

                
	
                  8.3.

                	
                  Method
                    of Asserting Claims

                	
                  28

                
	
                  8.4.

                	
                  Nature
                    and Survival of Representations

                	
                  29

                
	
                  8.5.

                	
                  Injunctive
                    and Other Relief

                	
                  29

                
	 	 
	
                  ARTICLE
                    IX  CONFIDENTIAL INFORMATION; NON-COMPETITION

                	
                  29

                
	 	 	 
	
                  9.1.

                	
                  Definitions

                	
                  29

                
	
                  9.2.

                	
                  Trade
                    Secrets and Confidential Information.

                	
                  30

                
	
                  9.3.

                	
                  Noncompetition.

                	
                  30

                
	
                  9.4.

                	
                  Severability

                	
                  31

                
	 	 
	
                  ARTICLE
                    X  ADDITIONAL COVENANTS AND AGREEMENTS

                	
                  31

                
	 	 	 
	
                  10.1.

                	
                  Employee
                    Matters

                	
                  31

                
	
                  10.2.

                	
                  Public
                    Announcements

                	
                  31

                
	
                  10.3.

                	
                  Access
                    to Properties and Records.

                	
                  31

                
	
                  10.4.

                	
                  Payment
                    of Debts

                	
                  32

                
	
                  10.5.

                	
                  Right
                    of Offset

                	
                  32

                
	 	 
	
                  ARTICLE
                    XI  CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

                	
                  32

                
	 	 	 
	
                  11.1.

                	
                  No
                    Misrepresentation or Breach of Covenants and Warranties

                	
                  33

                
	
                  11.2.

                	
                  No
                    Changes or Destruction of Property

                	
                  33

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  11.3.          
                    

                	
                  No
                    Restraint or Litigation

                	
                  33

                
	
                  11.4.

                	
                  Necessary
                    Consents

                	
                  33

                
	 	 
	
                  ARTICLE
                    XII  CONDITIONS PRECEDENT TO OBLIGATIONS OF
                    SELLER

                	
                  33

                
	 	 	 
	
                  12.1.

                	
                  No
                    Misrepresentation or Breach of Covenants and Warranties

                	
                  33

                
	
                  12.2.

                	
                  No
                    Restraint or Litigation

                	
                  33

                
	 	 
	
                  ARTICLE
                    XIII  TERMINATION

                	
                  34

                
	 	 	 
	
                  13.1.

                	
                  Termination

                	
                  34

                
	
                  13.2.

                	
                  Notice
                    of Termination

                	
                  34

                
	
                  13.3.

                	
                  Effect
                    of Termination.

                	
                  34

                
	 	 
	
                  ARTICLE
                    XIV  GENERAL PROVISIONS

                	
                  34

                
	 	 	 
	
                  14.1.

                	
                  Waiver
                    of Terms

                	
                  35

                
	
                  14.2.

                	
                  Amendment
                    of Agreement

                	
                  35

                
	
                  14.3.

                	
                  Payment
                    of Expenses

                	
                  35

                
	
                  14.4.

                	
                  Contents
                    of Agreement, Parties in Interest, Assignment

                	
                  35

                
	
                  14.5.

                	
                  Notices

                	
                  35

                
	
                  14.6.

                	
                  Severability

                	
                  36

                
	
                  14.7.

                	
                  Schedules
                    and Exhibits

                	
                  36

                
	
                  14.8.

                	
                  Counterparts

                	
                  36

                
	
                  14.9.

                	
                  Headings

                	
                  36

                
	
                  14.10.

                	
                  Governing
                    Law; Jurisdiction

                	
                  36

                
	
                  14.11.

                	
                  Waiver
                    of Jury Trial

                	
                  36

                
	
                  14.12.

                	
                  Dispute
                    Resolution.

                	
                  37

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SCHEDULES

      


      
        	
                Schedule

              	
                Title

              
	 	 
	
                1.3(e)

              	
                Excluded
                  Assets

              
	 	 
	
                2.3(g)

              	
                Pro-Rated
                  Expenses

              
	 	 
	
                2.4

              	
                Additional
                  Products and Services

              
	 	 
	
                5.3

              	
                Restrictions
                  and Conflicts

              
	 	 
	
                5.5(a)

              	
                Real
                  Property Leases

              
	 	 
	
                5.5(b)

              	
                Personal
                  Property Leases

              
	 	 
	
                5.5(e)

              	
                Receivables

              
	 	 
	
                5.6

              	
                Financial
                  Statements; Undisclosed Liabilities

              
	 	 
	
                5.7

              	
                Operations
                  Since Balance Sheet Date

              
	 	 
	
                5.8

              	
                Legal
                  Proceedings

              
	 	 
	
                5.9

              	
                Permits

              
	 	 
	
                5.10

              	
                Assumed
                  Contracts

              
	 	 
	
                5.12

              	
                Seller
                  Personnel

              
	 	 
	
                5.13

              	
                Employee
                  Benefit Plans

              
	 	 
	
                5.14

              	
                Labor
                  Relations

              
	 	 
	
                5.15

              	
                Insurance

              
	 	 
	
                5.16(e)

              	
                Owned
                  Intellectual Property

              
	 	 
	
                5.16(k)

              	
                Licenses
                  of Intellectual Property by Seller

              
	 	 
	
                5.16(l)

              	
                Licenses
                  of Intellectual Property to Seller

              
	 	 
	
                5.17(a)

              	
                Open
                  Source Software

              
	 	 
	
                5.18

              	
                Transactions
                  with Affiliates

              
	 	 
	
                5.19

              	
                Customer
                  Relations

              
	 	 
	
                10.1

              	
                Employee
                  List

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBITS

      


      
        	
                Exhibit

              	
                Title

              
	 	 
	
                A

              	
                Escrow
                  Agreement

              
	 	 
	
                B

              	
                Form
                  of Bill of Sale

              
	 	 
	
                C

              	
                Form
                  of General Assignment

              
	 	 
	
                D

              	
                Form
                  of Assignment and Assumption Agreement

              
	 	 
	
                E-1

              	
                Form
                  of Collins Employment Agreement

              
	 	 
	
                E-2

              	
                Form
                  of Ceccorulli Employment Agreement

              
	 	 
	
                F

              	
                Form
                  of Legal Opinion

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSET
        PURCHASE AGREEMENT

      


      ASSET
        PURCHASE AGREEMENT, dated October 16, 2007, by and among Mediware Information
        Systems, Inc., a New York corporation (“Buyer”); Integrated Marketing
        Solutions, LLC, a Maryland limited liability company (“Seller”); T.J.C.
        Investments, Inc., a Maryland corporation (“TJC”); S.M.C. Inc., a
        Maryland corporation (“SMC”, and together with TJC, each, a
“Member” and, collectively, the “Members”); Todd Collins
        (“Collins”) and Scott Ceccorulli (“Ceccorulli”, and together with
        Collins, each, a “Principal” and, collectively, the
“Principals”).

      


      R
        E C I T A L S

      


      A.           Seller
        is engaged in the business of blood center recruitment, operational software
        and
        related services (the “Business”), operating from its primary business
        location at 108 Water Street, 3rd Floor,
        Baltimore,
        Maryland, and from its business location at 7800 Belfort Parkway, Suite 291,
        Jacksonville, Florida;

      


      B.           The
        Members own beneficially and of record over 89% of the issued and outstanding
        membership interests of Seller;

      


      C.           Collins
        owns beneficially and of record 100% of the issued and outstanding shares
        of
        TJC;

      


      D.           Ceccorulli
        and his spouse (“Mrs. Ceccorulli”) collectively own beneficially and of
        record 100% of the issued and outstanding shares of SMC; and

      


      E.           Seller
        desires to sell to Buyer, and Buyer desires to purchase from Seller, on a
        going
        concern basis, substantially all of the assets, properties and business of
        Seller related to the Business, all on the terms and subject to the conditions
        set forth herein.

      


      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
        which are hereby acknowledged and in consideration of the foregoing recitals
        and
        the mutual covenants, warranties, representations and conditions contained
        in
        this Agreement, it is hereby agreed as follows:

      


      ARTICLE
        I

      


      SALE
        AND PURCHASE OF ASSETS

      


      1.1.           Agreement
        to Purchase and Sell.  Subject to the terms and
        conditions of this Agreement, on the Closing Date (as defined in
Section 4.1), Seller shall sell, convey, assign, transfer and
        deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of
        the
        assets, properties, rights and business as a going concern as of the Closing
        Date, of whatever kind or nature and wherever situated or located and whether
        reflected on Seller’s books and records or previously written-off or otherwise
        not shown on Seller’s books and records, of Seller (other than the Excluded
        Assets (as defined in Section 1.3)).  All of said
        assets, properties, rights and business (other than the Excluded Assets)
        are
        collectively referred to in this Agreement as the “Purchased
        Assets”.  All of the Purchased Assets shall be sold to Buyer free
        and clear of any Liens (as defined in
Section 5.5(d)).


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      1.2.           Purchased
        Assets.  The Purchased Assets shall include the following
        items:

      


      (a)           all
        furniture, fixtures, equipment (including office equipment), machinery, parts,
        computer hardware, automobiles and trucks, inventory, supplies, parts and
        all
        other tangible personal property of Seller (“Tangible
        Assets”);

      


      (b)           all
        leasehold interests and leasehold improvements created by all leases, including
        capitalized leases, of personal property under which Seller is a lessee or
        lessor;

      


      (c)           all
        trade accounts receivable, notes receivable, negotiable instruments and chattel
        paper;

      


      (d)           all
        deposits and rights with respect thereto in connection with the Business
        and all
        rebates due from vendors;

      


      (e)           subject
        to Section 1.5, all contracts, claims and rights (and
        benefits arising therefrom) relating to or arising out of the Business, and
        all
        rights against suppliers under warranties covering any of the Tangible
        Assets;

      


      (f)           all
        sales orders and sales contracts, purchase orders and purchase contracts,
        quotations and bids generated by the operation of the Business;

      


      (g)           all
        Intellectual Property (as defined in
Section 5.16);

      


      (h)           subject
        to Section 1.5, all license agreements, distribution
        agreements, sales representative agreements, service agreements, supply
        agreements, franchise agreements, computer software agreements and technical
        service agreements; 

      


      (i)           all
        customer lists, customer records and information relating to the
        Business;

      


      (j)           all
        books and records relating to the Business, including blueprints, drawings
        and
        other technical papers, payroll, employee benefit, accounts receivable and
        payable, inventory, maintenance and asset history records, ledgers and books
        of
        original entry, all insurance records and Permit files;

      


      (k)           all
        rights in connection with prepaid expenses, advances and credits with respect
        to
        the Purchased Assets;

      


      (l)           all
        sales and promotional materials, catalogues and advertising literature relating
        to the Business;

      


      (m)           all
        transferable Permits (as defined in Section 5.9);
        and

      


      (n)           all
        lock boxes relating to the Business to which Seller’s account debtors remit
        payments.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      1.3.           Excluded
        Assets.  Notwithstanding anything to the contrary set
        forth herein, the term “Purchased Assets” shall not mean or include the
        following assets, properties and rights of Seller (collectively, the
“Excluded Assets”):

      


      (a)           all
        cash on hand and in banks and cash equivalents;

      


      (b)           any
        Permit that is not transferable to Buyer;

      


      (c)           the
        organizational documents, minute books and other books and records related
        to
        the formation of Seller or the Subsidiary (as defined in Section
5.4);

      


      (d)           any
        rights relating to, or proceeds from the sale of the book authored by Collins,
        tentatively titled “Blood 101”; and

      


      (e)           such
        other assets as may be listed on Schedule 1.3(e)
        hereto.

      


      1.4.           Name
        Following the Closing.  Immediately following the
        Closing, Seller shall amend its Articles of Organization so as to change
        its
        name to “IMSLITE” or such other name which is not, in the judgment of Buyer
        acting reasonably, confusingly similar to the name “Integrated Marketing
        Solutions”, and none of Seller, the Members, the Principals or any of their
        respective affiliates, successors or assigns shall thereafter use such name
        or
        other names acquired by Buyer hereunder or names confusingly similar
        thereto.

      


      1.5.           Certain
        Consents to Assignment.  To the extent that the
        assignment of any right or agreement the benefit of which is to be acquired
        by
        Buyer pursuant to this Agreement shall require the consent of any other party,
        and Buyer shall have waived the obtaining of such consent prior to the Closing,
        this Agreement shall not constitute a contract to assign or assume the same
        until such consent is obtained.  If any such consent is not obtained,
        (a) this Agreement shall not constitute or be deemed to be a contract to
        assign
        or assume the same if an attempted assignment without such consent, approval
        or
        waiver would constitute a breach of such right or agreement or create in
        any
        party thereto the right or power to cancel or terminate such right or agreement,
        (b) Seller, the Members and the Principals will cooperate with Buyer in any
        reasonable arrangement requested by Buyer designed to provide to Buyer the
        benefit, monetary or otherwise, of Seller’s rights under such right or
        agreement, including enforcement of any and all rights of Seller against
        the
        other party thereto arising out of a breach or cancellation thereof by such
        other party; provided that Buyer agrees to indemnify Seller, the Members
        and the
        Principals against all costs (including attorneys fees) and damages arising
        out
        of such arrangement subject to any rights Buyer may have arising out of any
        breach by Seller, Members and/or Principals of any representation and warranty
        contained in Article IV relating to such right or agreement, and (c) with
        respect to any Real Property Lease set forth on
Schedule 5.5(a) for which Buyer has waived the obtaining of a
        required consent, Buyer shall indemnify and hold harmless Seller, the Members
        and the Principals against any and all costs and damages, associated with
        their
        respective continuing obligations under any such Real Property
        Lease.

      


      ARTICLE
        II

      


      PURCHASE
        PRICE; ALLOCATION

      


      2.1.           Calculation
        of Purchase Price.  The purchase price (the “Purchase
        Price”) for the Purchased Assets shall be an amount equal
        to:


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      (a)           $5,275,000,
        plus (or minus) the amount (if any) by which the Closing Working Capital
        (as
        determined in accordance with Section 2.3) is greater than (or
        less than) $233,329 (as adjusted, the “Initial Purchase Price”),
plus,

      


      (b)           an
        Incremental Revenue Payment (as defined in Section 2.4) of up
        to $575,000, payable in accordance with
Section 2.4.

      


      2.2.           Determination
        of Estimated Initial Purchase Price.  At
        least two business days prior to the Closing Date, Seller shall deliver to
        Buyer
        a certificate executed on behalf of Seller by the President of Seller, dated
        the
        date of its delivery, stating that there has been conducted under the
        supervision of such officer a review of all relevant information and data
        then
        available and setting forth Seller’s best good faith estimate of the Initial
        Purchase Price (the “Estimated Initial Purchase Price”), including an
        estimate of the Closing Working Capital (as defined in Section
2.3(a)) that such officer anticipates based upon the most recent
        available financial statements will be reflected on the Closing Statement
        prepared in accordance with Section 2.3.  Such Estimated
        Initial Purchase Price shall be subject to approval by Buyer.

      


      2.3.           Determination
        of Initial Purchase Price.

      


      (a)           Within
        30 days following the Closing Date, Buyer shall prepare and deliver to Seller
        a
        statement (the “Preliminary Closing Statement”) setting forth (i) the
        Working Capital (as defined below) as of the Closing Date (the “Closing
        Working Capital”) and (ii) the Initial Purchase Price.

      


      (b)           Seller
        may review such statement and, within 10 days after the date of such receipt,
        may deliver to Buyer a certificate setting forth its objections to those
        items
        and amounts reflected in the Preliminary Closing Statement, together with
        a
        summary of the reasons therefor and calculations which, in its view, are
        necessary to eliminate such objections.  Any items and amounts not
        identified and properly objected to by Seller in such certificate of objection
        shall be deemed to have been agreed to by Seller.  If Seller fails to
        deliver such certificate of objection within such 10 day period, the Preliminary
        Closing Statement shall be deemed to have been accepted and agreed to by
        Seller
        in the form in which it was delivered by Buyer and shall be final and binding
        upon the parties as the “Closing Statement” for purposes of this
        Agreement, and the determination of the Closing Working Capital and the Initial
        Purchase Price set forth therein shall be final and binding as the “Closing
        Working Capital” and the “Initial Purchase Price” for purposes of
        this Agreement.

      


      (c)           If
        Seller duly delivers a certificate of objection pursuant to
Section 2.3(b), Buyer and Seller shall use their reasonable
        efforts to resolve by written agreement (the “Agreed Working Capital
        Adjustments”), no later than 10 days following Buyer’s receipt of such
        certificate, the disputed items or amounts identified in such
        certificate.  If Buyer and Seller reach agreement in writing on such
        disputed items or amounts, the Preliminary Closing Statement as adjusted
        by the
        Agreed Working Capital Adjustments shall be final and binding as the “Closing
        Statement” for purposes of this Agreement, and the determination of the
        Closing Working Capital and the Initial Purchase Price set forth therein
        shall
        be final and binding as the “Closing Working Capital” and the “Initial
        Purchase Price” for purposes of this Agreement.

      


      (d)           If
        any objections raised by Seller are not resolved by Agreed Working Capital
        Adjustments within the 10 day period referred to in
Section 2.3(c), then Buyer and Seller shall promptly submit
        the objections that are then unresolved to an accounting firm which is
        reasonably acceptable to Buyer and Seller and which has no material relationship
        with Buyer, Seller or their respective Affiliates or other material conflict
        (the “Accounting Firm”) and the Accounting Firm shall be directed by
        Buyer and Seller to resolve the unresolved objections (based solely on the
        presentations by Buyer and by Seller as to whether any disputed items or
        amounts
        had been determined in a manner consistent with GAAP and its consideration
        of
        only those items or amounts in the Preliminary Closing Statement as to which
        Seller has objected) as promptly as practicable and to deliver written notice
        to
        each of Buyer and Seller setting forth its resolution of the disputed items
        or
        amounts.  The Preliminary Closing Statement, after giving effect to
        any Agreed Working Capital Adjustments and to the resolution of disputed
        matters
        by the Accounting Firm, shall be final and binding as the “Closing
        Statement” for purposes of this Agreement, and the determination of the
        Closing Working Capital and the Initial Purchase Price set forth therein
        shall
        be final and binding as the “Closing Working Capital” and the “Initial
        Purchase Price” for purposes of this Agreement.


      
        
          
          

        

        
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      (e)           The
        parties hereto shall make available to Buyer, Seller and, if applicable,
        the
        Accounting Firm, such books, records and other information (including work
        papers) as any of the foregoing may reasonably request to prepare or review
        the
        Preliminary Closing Statement or any matters submitted to the Accounting
        Firm.  The fees and expenses of the Accounting Firm hereunder shall be
        paid 50% by Buyer and 50% by Seller.

      


      (f)           If
        the Estimated Initial Purchase Price is greater than the Initial Purchase
        Price,
        Seller, the Members and the Principals shall, within 10 business days after
        the
        Closing Statement is finalized pursuant to this Section 2.3,
        make payment by wire transfer to Buyer in immediately available funds of
        the
        amount of such difference, together with interest at a rate of 7% per annum
        from
        the Closing Date to the date of such payment.  If the Estimated
        Initial Purchase Price is less than the Initial Purchase Price, Buyer shall,
        within 10 business days after the Closing Statement is finalized pursuant
        to
        this Section 2.3, make payment by wire transfer to Seller in
        immediately available funds of the amount of such difference, together with
        interest at a rate of 7% per annum from the Closing Date to the date of such
        payment.

      


      (g)           For
        purposes of this Agreement, “Working Capital” means, as of any date of
        determination, the excess of the total current assets of Seller included
        in the
        Purchased Assets as of such date over the total current liabilities of Seller
        included in the Assumed Liabilities, determined in accordance with GAAP on
        a
        basis consistent with the methodologies, practices and principles used in
        the
        preparation of the Financial Statements (except as otherwise provided in
        this
        definition and without regard to any purchase accounting adjustments arising
        out
        of the transactions contemplated hereby).  In determining the amount
        of such total current assets and total current liabilities hereunder, (i)
        all
        accounting entries shall be taken into account regardless of their amount
        and
        all known errors and omissions corrected; (ii) all proper adjustments shall
        be
        made; (iii) the value of accounts receivable shall (A) be reduced by the
        amount
        of a customary reserve for uncollectible accounts and (B) exclude any accounts
        receivable from any Affiliates (as defined in Section 5.18)
        of any of Seller, the Members or the Principals; (iv) deferred tax assets
        shall
        be excluded from the determination of total current assets; (v) accrued expenses
        shall exclude amounts owed to the Members, the Principals or any Affiliates
        of
        the Members or the Principals; and (vi) the items set forth in Schedule
        2.3(g) shall be pro-rated as of the Closing Date.

      


      2.4.           Incremental
        Revenue Payment.

      


      (a)           As
        promptly as practicable following the completion of the Buyer’s annual audit for
        the fiscal year ended June 30, 2008, but in no event later than September
        30,
        2008, Buyer shall prepare and deliver to Seller a report (the “Preliminary
Revenue Report”) setting forth the amount of revenues recognized by
        Buyer, in accordance with Buyer’s revenue recognition policies which are in
        accordance with the provisions of the American Institute of Certified Public
        Accountants Statement of Position (“SOP”) 97-2, "Software Revenue
        Recognition" as amended by SOP No. 98-4, SOP 98-9 and clarified by Staff
        Accounting Bulletin (“SAB”) 101, SAB No. 104 and Emerging
        Issues Task Force 00-21 applied in each case in a manner consistent with
        GAAP,
        during the period beginning July 1, 2007, and ending on June 30, 2008 (the
        “Period”) with respect to sales of (i) the products and services sold by
        the Business as of the Closing Date and (ii) the products or services described
        on Schedule 2.4 hereto.  Buyer shall provide, as
        reasonably requested by Seller from time to time during the Period, but no
        more
        frequently than once per calendar quarter, progress reports setting forth
        the
        amount of revenues recognized by Buyer as of the date of the
        request.


      
        
          
          

        

        
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      (b)           Seller
        may review such report and, within 10 days after the date of such receipt,
        may
        deliver to Buyer a certificate setting forth its objections to those items
        and
        amounts reflected in the Preliminary Revenue Report, together with a summary
        of
        the reasons therefor and calculations which, in its view, are necessary to
        eliminate such objections.  Any items and amounts not identified and
        properly objected to by Seller in such certificate of objection shall be
        deemed
        to have been agreed to by Seller.  If Seller fails to deliver such
        certificate of objection within such 10 day period, the Preliminary Revenue
        Report shall be deemed to have been accepted and agreed to by Seller in the
        form
        in which it was delivered by Buyer and shall be final and binding upon the
        parties, and the determination of the amount of revenue set forth therein
        shall
        be final and binding as the “Revenue Report” for purposes of this
        Agreement.

      


      (c)           If
        Seller duly delivers a certificate of objection pursuant to
Section 2.4(b), Buyer and Seller shall use their
        reasonable efforts to resolve by written agreement (the “Agreed
        Adjustments”), no later than 10 days following Buyer’s receipt of such
        certificate, the disputed items or amounts identified in such
        certificate.  If Buyer and Seller reach agreement in writing on such
        disputed items or amounts, the Preliminary Revenue Report as adjusted by
        the
        Agreed Adjustments shall be final and binding as the “Revenue Report” for
        purposes of this Agreement.

      


      (d)           If
        any objections raised by Seller are not resolved by Agreed Adjustments within
        the 10 day period referred to in Section 2.4(c), then
        Buyer and Seller shall promptly submit the objections that are then unresolved
        to the Accounting Firm (as defined in Section 2.3(d)) and the
        Accounting Firm shall be directed by Buyer and Seller to resolve the unresolved
        objections (based solely on the presentations by Buyer and by Seller as to
        whether any disputed items or amounts had been determined in a manner consistent
        with GAAP and its consideration of only those items or amounts in the
        Preliminary Revenue Report as to which Seller has objected) as promptly as
        practicable and to deliver written notice to each of Buyer and Seller setting
        forth its resolution of the disputed items or amounts.  The
        Preliminary Revenue Report, after giving effect to any Agreed Adjustments
        and to
        the resolution of disputed matters by the Accounting Firm, shall be final
        and
        binding as the “Revenue Report” for purposes of this
        Agreement.

      


      (e)           The
        parties hereto shall make available to Buyer, Seller and, if applicable,
        the
        Accounting Firm, such books, records and other information (including work
        papers) as any of the foregoing may reasonably request to prepare or review
        the
        Preliminary Revenue Report or any matters submitted to the Accounting
        Firm.  The fees and expenses of the Accounting Firm hereunder shall be
        paid 50% by Buyer and 50% by Seller.


      
        
          
          

        

        
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      (f)           Promptly
        (but not later than 10 days) after the Revenue Report is finalized pursuant
        to
        this Section 2.4, Buyer shall pay to Seller an amount equal
        to:

      


      (i)           $300,000,
        if the revenue reflected in the Revenue Report is greater than $3,100,000,
        but
        less than $3,250,000;

      


      (ii)           $368,750,
        if the revenue reflected in the Revenue Report is greater than $3,250,000,
        but
        less than $3,500,000;

      


      (iii)           $437,500,
        if the revenue reflected in the Revenue Report is greater than $3,500,000,
        but
        less than $3,750,000;

      


      (iv)           $506,250,
        if the revenue reflected in the Revenue Report is greater than $3,750,000,
        but
        less than $4,000,000; or

      


      (v)           $575,000,
        if the revenue reflected in the Revenue Report is equal to or greater than
        $4,000,000.

      


      Any
        payment required to be made by Buyer to Seller pursuant to this
Section 2.4(f) shall be referred to herein as the
“Incremental Revenue Payment.”  Notwithstanding the foregoing,
        if Buyer terminates either Principal with no Cause (as defined in the Employment
        Agreements) prior to June 30, 2007, Buyer shall pay to Seller, in accordance
        with this Section 2.4, $575,000 (as the Incremental Revenue Payment) whether
        or
        not the $4,000,000 revenue target is achieved.

      


      2.5.           Escrow
        Amount.  Concurrently with the execution of this
        Agreement, Buyer shall pay $200,000 (the “Escrow Amount”) in cash by wire
        transfer of immediately available funds to Gordon, Feinblatt, Rothman,
        Hoffberger, & Hollander, LLC (the “Escrow Agent”) to be held pursuant
        to the terms of the Escrow Agreement attached hereto as Exhibit A, to be
        executed as of the date hereof.  The Escrow Amount shall be held in
        accordance with the terms of the Escrow Agreement for the satisfaction of
        any
        claim relating to termination of this Agreement by Seller in accordance with
        Section 13.1(d); provided, however, that concurrently with
        the Closing, Buyer and Seller shall jointly instruct the Escrow Agent to
        distribute to Seller the Escrow Amount as a portion of the Initial Purchase
        Price.

      


      2.6.           Allocation
        of Purchase Price.  The Purchase Price shall be allocated
        approximately 97% among the Purchased Assets and 3% to the covenants described
        in Article IX, subject to a final analysis by Buyer’s
        independent valuation expert.  The parties agree that the allocations
        set forth in this Section 2.6 shall be used by them and
        respected for all purposes including, without limitation, income tax purposes,
        if in conformance with the rules and regulations of the Internal Revenue
        Code of
        1986, as amended (the “Code”), and that the parties shall follow such
        allocations for all reporting purposes including, without limitation, Form
        8594
        to be filed pursuant to the Code.  Notwithstanding the foregoing, if
        Buyer shall determine, following consultation with its independent valuation
        expert, that more than 4% of the Purchase Price shall be allocated to the
        covenants described in Article IX, Buyer shall reimburse each of Seller,
        the Members and the Principals for any taxes such party incurs in excess
        of
        those it would have paid had 4% of the Purchase Price been allocated to the
        covenants described in Article IX.


      
        
          
          

        

        
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      ARTICLE
        III

      


      ASSUMPTION
        OF LIABILITIES

      


      3.1.           Liabilities
        to be Assumed by Buyer.  At the Closing, Buyer shall
        assume and agree to perform and discharge when and as due the following
        liabilities and obligations, as the same may exist at or accrue following
        the
        Closing Date, and no others (the “Assumed Liabilities”):

      


      (a)           all
        liabilities of Seller with respect to the Business to the extent such
        liabilities are reflected on the Balance Sheet (as defined in
Section 5.6);

      


      (b)           all
        liabilities of Seller with respect to the Business arising in the ordinary
        course of the Business since the Balance Sheet Date (as defined in Section
        5.6) to the extent such liabilities are included as part of the Closing
        Working Capital (as defined in Section 2.3); and

      


      (c)           all
        liabilities and obligations of Seller to be paid or performed after the Closing
        Date arising in the ordinary course of the Business pursuant to any of the
        Assumed Contracts, except (i) to the extent such liabilities and obligations,
        but for a breach or default by Seller, would have been paid, performed or
        otherwise discharged on or prior to the Closing Date or (ii) to the extent
        the
        same arise out of Seller’s, Members’ or Principals’ breach of contract, breach
        of warranty, tort, infringement or violation of law.

      


      3.2.           Liabilities
        of Seller Not Assumed.  Except as specifically provided
        in Section 3.1 hereof, Buyer shall not assume, or in any way
        become liable for, any liabilities or obligations of Seller, the Members,
        the
        Principals or the Business of any kind or nature, whether accrued, absolute,
        contingent or otherwise, or whether due or to become due, or otherwise, whether
        known or unknown, arising out of events, transactions or facts which shall
        have
        occurred, arisen or existed on or prior to the Closing Date (the “Excluded
        Liabilities”), which liabilities and obligations, if ever in existence,
        shall continue to be liabilities and obligations of Seller, the Members or
        the
        Principals, as the case may be.

      


      ARTICLE
        IV

      


      CLOSING

      


      4.1.           Closing
        Date.  The consummation of the transactions contemplated
        by this Agreement (the “Closing”) shall take place at the offices of
        Barack Ferrazzano Kirschbaum & Nagelberg LLP, 200 West Madison Street, Suite
        3900, Chicago, Illinois or at such other place as is mutually agreeable to
        Buyer
        and Seller, at 10:00 a.m. local time on October 31, 2007, or such other date
        and
        time as is mutually agreeable to Buyer and Seller (the “Closing
        Date”).  The Closing shall be deemed to have become effective as
        of the close of business on the Closing Date. 

      


      4.2.           Payment
        of Estimated Initial Purchase Price.  At the
        Closing,

      


      (a)           Buyer
        shall pay to Seller the Estimated Initial Purchase Price (as defined in
Section 2.2), net of the Escrow Amount, by wire transfer of
        immediately available funds to a bank account in the United States specified
        by
        Seller in writing to Buyer at least two business days prior to the Closing;
        and


      
        
          
          

        

        
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      (b)           Buyer
        and Seller shall jointly instruct the Escrow Agent to distribute to Seller
        the
        Escrow Amount as a portion of the Initial Purchase Price.

      


      4.3.           Buyer’s
        Additional Deliveries.  Subject to fulfillment or waiver
        of the conditions set forth in Article XI, at the Closing, Buyer shall
        deliver to Seller all of the following:

      


      (a)           a
        certificate of the secretary or an assistant secretary of Buyer, dated the
        Closing Date, in form and substance reasonably satisfactory to Seller, as
        to:
        (i) the resolutions of the board of directors of Buyer authorizing the
        execution, delivery and performance of this Agreement and the transactions
        contemplated hereby; and (ii) the incumbency and signature of the officer(s)
        of
        Buyer executing this Agreement;

      


      (b)           the
        certificate of Buyer contemplated by Section 12.1, duly
        executed by an authorized officer of Buyer;

      


      (c)           Employment
        Agreements in the form attached hereto as Exhibits E1 and E2
        with respect to Collins and Ceccorulli, duly executed by Buyer; and

      


      (d)           the
        Assignment and Assumption Agreement (as defined in
Section 4.4(i)) duly executed by Buyer.

      


      4.4.           Seller’s
        Deliveries.  Subject to fulfillment or waiver of the
        conditions set forth in Article XII, at the Closing, Seller shall deliver
        to Buyer all of the following:

      


      (a)           a
        copy of the Articles of Organization of Seller certified as of a recent date
        by
        the Secretary of State of the State of Maryland;

      


      (b)           a
        certificate of good standing of Seller issued as of a recent date by the
        Secretary of State of the State of Maryland;

      


      (c)           a
        certificate of good standing of Seller issued as of a recent date by the
        Secretary of State of the State of Florida;

      


      (d)           a
        certificate of the President of Seller, dated the Closing Date, in form and
        substance reasonably satisfactory to Buyer, as to: (i) no amendments to the
        Articles of Organization of Seller since a specified date; (ii) the Limited
        Liability Company Agreement of Seller; (iii) the resolutions of the Members
        of
        Seller authorizing the execution, delivery and performance of this Agreement
        and
        the transactions contemplated hereby; and (iv) incumbency and signature of
        the
        officer of Seller executing this Agreement;

      


      (e)           the
        certificates of Seller, the Members and the Principals contemplated by
Sections 11.1 and 11.2, duly executed by Seller, each
        Member and each Principal;

      


      (f)           a
        Certificate of Merger, accepted and certified by the Department of Assessments
        and Taxation of the State of Maryland, reflecting the merger of the Subsidiary
        with and into Seller, as contemplated by
Section 7.4;

      


      (g)           the
        Bill of Sale, in the form attached hereto as Exhibit B (the “Bill of
        Sale”) duly executed by Seller;


      
        
          
          

        

        
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      (h)           the
        General Assignment, in the form attached hereto as Exhibit C (the
“General Assignment”) duly executed by Seller;

      


      (i)           the
        Assignment and Assumption Agreement, in the form attached hereto as Exhibit
        D (the “Assignment and Assumption Agreement”) duly executed by
        Seller;

      


      (j)           all
        consents, waivers or approvals obtained by Seller with respect to the Purchased
        Assets or the consummation of the transactions contemplated by this
        Agreement;

      


      (k)           Employment
        Agreements in the form attached hereto as Exhibits E1 and E2,
        duly executed by Collins and Ceccorulli;

      


      (l)           certificates
        of title or origin (or like documents) with respect to any equipment included
        in
        the Purchased Assets for which a certificate of title or origin is required in
        order to transfer title;

      


      (m)           assignments,
        in recordable form, with respect to each of the Copyrights, Patents, and
        trademarks included in the Purchased Assets, duly executed by Seller and
        in form
        and substance reasonably satisfactory to Buyer;

      


      (n)           evidence,
        in form and substance reasonably satisfactory to Buyer, of the release of
        all
        Liens on the Purchased Assets;

      


      (o)           an
        opinion of Seller’s legal counsel, dated the Closing Date, in the form of
Exhibit F hereto;

      


      (p)           tax
        clearance certificates from the State of Maryland and the State of Florida,
        as
        applicable, which show that Buyer is not required to withhold any portion
        of the
        Purchase Price to satisfy any unpaid tax liabilities of Seller; and

      


      (q)           such
        other bills of sale, assignments and other instruments of transfer or conveyance
        as Buyer may reasonably request or as may be otherwise necessary to evidence
        and
        effect the sale, assignment, transfer, conveyance and delivery of the Purchased
        Assets to Buyer.

      


      4.5.           Further
        Assurances.  If at any time after the Closing Date Buyer
        shall consider or be advised that any further deeds, assignments or assurances
        in law or any other acts are necessary, desirable or proper to (a) vest,
        perfect
        or confirm, of record or otherwise, in Buyer, the title to the Purchased
        Assets,
        or (b) otherwise carry out the purposes of this Agreement, Seller, the Members
        and the Principals agree that they shall execute and deliver all such deeds,
        assignments and assurances in law and do all acts reasonably necessary,
        desirable or proper to vest, perfect and confirm title to such Purchased
        Assets
        in Buyer, and otherwise to carry out the purposes of this Agreement and the
        transactions contemplated by this Agreement and the expense of the foregoing
        shall be borne as provided in Section 14.3
        hereof.  In addition, from and after the Closing Date, Seller will
        promptly deliver or cause to be delivered to Buyer all payments received
        by or
        on account of Seller to which Buyer is entitled hereunder, and Buyer will
        promptly deliver or cause to be delivered to Seller all payments received
        by or
        on account of Buyer to which Seller is entitled hereunder, in either case
        within
        30 days of receipt by the party not entitled thereto.


      
        
          
          

        

        
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      ARTICLE
        V

      


      REPRESENTATIONS
        AND WARRANTIES OF SELLER, THE MEMBERS AND THE
        PRINCIPALS

      


      Seller,
        each of the Members and each of the Principals, jointly and severally, represent
        and warrant to Buyer as follows:

      


      5.1.           Organization
        of Seller.  Seller is a limited liability company duly
        organized, validly existing and in good standing under the laws of the State
        of
        Maryland, with full power and authority to enter into this Agreement and
        to
        perform its obligations hereunder.  Seller is duly qualified to
        transact business as a foreign corporation and is in good standing in Florida,
        which is the only other jurisdiction in which the ownership or leasing of
        the
        Purchased Assets or the conduct of the Business requires such
        qualification.  Seller has full corporate power and authority to own
        or lease and to operate and use the Purchased Assets and to carry on the
        Business as now conducted.

      


      5.2.           Authorization,
        Execution and Enforceability.  This Agreement and each
        other certificate, agreement, document or instrument to be executed and
        delivered by Seller, either of the Members or either of the Principals in
        connection with the transactions contemplated by this Agreement (collectively,
        the “Seller Ancillary Documents”) have been duly executed and delivered
        by Seller, each such Member and each such Principal and constitute the valid
        and
        legally binding agreements of Seller, each Member and each Principal, as
        the
        case may be, enforceable against Seller, each Member and each Principal in
        accordance with their respective terms.  The execution, delivery and
        performance of this Agreement and the Seller Ancillary Documents and the
        consummation of the transactions contemplated by this Agreement and the Seller
        Ancillary Documents have been duly authorized by all necessary corporate
        action
        on the part of Seller.

      


      5.3.           Absence
        of Restrictions and Conflicts.  Except as disclosed in
Schedule 5.3, the execution, delivery and performance of
        this
        Agreement and the Seller Ancillary Documents, the consummation of the
        transactions contemplated by this Agreement and the Seller Ancillary Documents
        and the fulfillment of and compliance with the terms and conditions of this
        Agreement and the Seller Ancillary Documents do not, (a) conflict with or
        result
        in any breach of any term or provision of the formation documents of Seller,
        (b)
        with or without the passing of time or the giving of notice or both, violate
        or
        conflict with, constitute a breach of or default (or give rise to any right
        of
        termination, amendment or cancellation) under, result in the loss of any
        benefit
        under or permit the acceleration of any obligation under, any Assumed Contract
        or result in the creation of any Lien on any of the Purchased Assets pursuant
        to, any of the terms, conditions or provisions of any note, bond, mortgage,
        indenture, lease, license, contract, agreement or other obligation to which
        Seller, either Member or either Principal is a party or by which any of their
        properties or assets may be bound, or (c) violate any judgment, decree or
        order
        of any Governmental Authority (as defined below) to which Seller is a party
        or
        by which Seller, either Member, either Principal or any of their respective
        properties is bound or any statute, law, rule or regulation applicable to
        Seller, either Member or either Principal.  No consent, approval,
        order or authorization of, or registration, declaration or filing with, any
        court, arbitrator, governmental agency or public or regulatory unit, agency,
        body or authority of the United States, any foreign country or any domestic
        or
        foreign state, county, city or other political subdivision thereof (each
        a
“Governmental Authority”) with respect to Seller, either Member or either
        Principal is required in connection with the execution, delivery or performance
        of this Agreement or the Seller Ancillary Documents by Seller, either Member
        or
        either Principal, or the consummation of the transactions contemplated by
        this
        Agreement or the Seller Ancillary Documents by Seller or such Member or
        Principal.


      
        
          
          

        

        
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      5.4.           Interests
        in Other Entities.  As of the date hereof, except for
        Seller’s interest in Fulfillment Services International, LLC (the
“Subsidiary”), consisting of all of the membership interests of the
        Subsidiary, Seller does not own, directly or indirectly, any equity interest
        (by
        stock ownership, partnership interest, limited liability company interest,
        joint
        venture interest or otherwise) in any other corporation, partnership, limited
        liability company, joint venture, firm, association or business
        enterprise.  As of the Closing Date, and following the merger
        described in Section 7.4 between Seller and the Subsidiary,
        Seller will not own, and the Purchased Assets do not include, any equity
        interest (by stock ownership, partnership interest, limited liability company
        interest, joint venture interest or otherwise) in any other corporation,
        partnership, limited liability company, joint venture, firm, association
        or
        business enterprise.

      


      5.5.           Ownership
        of Assets and Related Matters.

      


      (a)           Real
        Property.  The Purchased Assets do not include and Seller does not
        own, any real property.  Schedule 5.5(a)
        sets forth a list and brief description of each lease or similar agreement
        (showing the parties thereto, annual rental, expiration date, renewal and
        purchase options, if any, the improvements thereon, the uses being made thereof,
        and the location and the legal description of the real property covered by
        such
        lease or other agreement) (“Real Property Leases”) under which Seller is
        lessee of, or holds or operates, any real property owned by any third party
        (the
“Leased Real Property”).  Except as set forth in such Schedule,
        Seller has the right to quiet enjoyment of all the Leased Real Property for
        the
        full term of the lease or similar agreement (and any renewal option related
        thereto) relating thereto, and the leasehold or other interest of Seller
        in the
        Leased Real Property is not subject or subordinate to any
        Liens.  Neither the whole nor any part of any real property leased,
        used or occupied by Seller is subject to any pending suit for condemnation
        or
        other taking by any Governmental Authority, and, to the knowledge of Seller,
        no
        such condemnation or other taking is threatened or contemplated.

      


      (b)           Personal
        Property Leases.  Schedule 5.5(b) sets
        forth a correct and complete list of all leases and agreements of Seller
        granting Seller possession of or rights to personal property (the “Personal
        Property Leases”).  Seller has heretofore delivered to Buyer
        correct and complete copies of all the Personal Property
        Leases.  Except as otherwise noted on
Schedule 5.5(b), all of the Personal Property Leases
        are valid and enforceable in all respects in accordance with their respective
        terms with respect to Seller and, to the knowledge of Seller, any other party
        thereto.  Except as otherwise noted in
Schedule 5.5(b), there is not, with respect to the
        Personal Property Leases, any existing default, or event of default, or event
        which with or without due notice or lapse of time or both would constitute
        a
        default or an event of default, on the part of Seller or, to the knowledge
        of
        Seller, any other party thereto.  Seller has peaceful and undisturbed
        physical possession of all equipment and other assets that are covered by
        the
        Personal Property Leases.  

      


      (c)           No
        Third Party Options.  There are no existing agreements, options,
        commitments or rights with, of or to any Person (other than Buyer pursuant
        to
        this Agreement) to acquire any assets, properties or rights included in the
        Purchased Assets or any interest therein.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      (d)           Ownership;
        Sufficiency of Assets.  Seller has, and transfers to Buyer on the
        Closing Date, good and valid, legal and beneficial title to the Purchased
        Assets, free and clear of all mortgages, liens, pledges, security interests,
        charges, easements, leases, subleases, licenses and other occupancy
        arrangements, covenants, rights of way, options, claims, restrictions, or
        encumbrances of any kind other than the Assumed Liabilities (collectively,
        “Liens”).  The Purchased Assets constitute all the assets and
        properties (i) used by Seller, (ii) that would be necessary to permit Seller
        to
        continue to conduct the operations of the Business in accordance with the
        past
        practices of Seller, and (iii) to the knowledge of Seller, necessary to permit
        Buyer to conduct the operations of the Business in accordance with the past
        practices of Seller.

      


      (e)           Accounts
        Receivable.  Seller has delivered to Buyer a schedule of Seller’s
        accounts receivable as of September 1, 2007 (the “Receivables”) showing
        the amount of each receivable and an aging of amounts due thereunder, which
        schedule is true and complete as of that date.  Except as set forth in
Schedule 5.5(e), to the knowledge of Seller, the debtors to
        which the Receivables relate are not in or subject to a bankruptcy or insolvency
        proceeding, and none of the Receivables have been made subject to an assignment
        for the benefit of creditors.  All of the Receivables (i) arose from
        bona fide transactions in the ordinary course of business, (ii) have been
        executed on terms consistent with Seller’s past practice and (iii) are valid,
        existing and collectible within 90 days from the Closing
        Date without resort to legal proceedings or collection agencies,
        (iv) represent monies due for services rendered in the ordinary course of
        business and (v) are not subject to any refunds or adjustments or any defenses,
        rights of set-off, assignment, restrictions, security interests or other
        encumbrances.  Except as set forth in
Schedule 5.5(e), all of the Receivables are current, and
        there are no disputes regarding the collectibility of any such
        Receivables.  None of the Receivables have been factored, pledged,
        turned over for collection or assigned to any Person.

      


      5.6.           Financial
        Statements; Undisclosed Liabilities.  Schedule
5.6 contains the unaudited balance sheet of Seller
        and the Subsidiary
        (the “Balance Sheet”) as of August 31, 2007 (the “Balance Sheet
        Date”) and the related statement of income for the 12 months then
        ended.  Except as set forth therein, such balance sheet and statement
        of income (collectively, the “Financial Statements”) present fairly the
        financial position and results of operations of the Seller and the Subsidiary
        as
        of the Balance Sheet Date and for the period covered thereby.  Neither
        Seller nor the Subsidiary has any liabilities or obligations (direct or
        indirect, contingent or absolute, matured or unmatured) of any nature
        whatsoever, whether arising out of contract, tort, statute or otherwise,
        other
        than those (a) reflected, reserved against or given effect to in the Balance
        Sheet, (b) that have arisen after August 31, 2007 in the ordinary course
        of the
        Business and consistent with past practices (none of which would be expected
        to
        have a material adverse effect on the financial condition, operations, or
        results of operations of the Business, taken as a whole), or (c) set forth
        in
Schedule 5.6.

      


      5.7.           Operations
        Since Balance Sheet Date.  Except as set forth in
Schedule 5.7, since the Balance Sheet Date, Seller has conducted
        the Business only in the ordinary course and in conformity with past practice
        and there has been (a) no damage, destruction, loss or claim, whether or
        not
        covered by insurance, or condemnation or other taking adversely affecting
        any of
        the Purchased Assets; and (b) no material adverse effect on the financial
        condition, operations, or results of operations of the Business, taken as
        a
        whole.

      


      5.8.           Legal
        Proceedings.  Except as set forth in Schedule
5.8, there are no suits, actions, claims, proceedings
        or
        investigations (collectively, “Proceedings”) pending or, to the knowledge
        of Seller, threatened against, relating to or involving Seller, the Business,
        or
        any of Seller’s officers or directors (acting in their capacity as such) before
        any Governmental Authority nor, to the knowledge of Seller, is there any
        basis
        for any such Proceeding.  There is no judgment, decree, injunction,
        citation, settlement agreement, rule or order of any Governmental Authority
        outstanding against Seller.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      5.9.           Licenses,
        Permits and Compliance with
        Law.  Schedule 5.9 is a true and
        complete list of all notifications, licenses, permits (including environmental,
        construction and operation permits), franchises, certificates, approvals,
        exemptions, classifications, registrations and other similar documents and
        authorizations, and applications therefor held by Seller and issued by, or
        submitted by Seller to, any Governmental Authority (collectively, the
“Permits”).  Seller owns or possesses all of the Permits
        necessary to carry on the Business and as proposed to be
        conducted.  Except as set forth in Schedule 5.9,
        each of the Permits is valid, subsisting and in full force and effect and
        may be
        assigned and transferred to Buyer in accordance with this Agreement and will
        continue in full force and effect thereafter, in each case without (a) the
        occurrence of any breach, default or forfeiture of rights thereunder, or
        (b) the
        consent, approval, or act of, or the making of any filing with, any Governmental
        Authority.  The execution, delivery, and performance of this Agreement
        and the consummation of the transactions contemplated hereby will not adversely
        affect any Permit.  Seller has taken all necessary action to maintain
        each Permit.  No loss or expiration of any Permit is threatened,
        pending, or reasonably foreseeable (other than expiration upon the end of
        any
        term).  Except as set forth in Schedule 5.9, Seller
        is (and has been at all times during the past five years) in compliance with
        all
        applicable laws (including applicable laws relating to privacy, zoning,
        environmental matters and the safety and health of employees), ordinances,
        regulations and orders of all Governmental Authorities.

      


      5.10.           Assumed
        Contracts.  Schedule 5.10 sets forth,
        as of the Closing Date, (a) a complete and correct list, organized by type
        of
        agreement, of all contracts (including Real Property Leases and Personal
        Property Leases) to which Seller is a party and which currently are outstanding
        and (b) a complete and correct list of all consents or notices required to
        be
        obtained or given under the contracts listed on Schedule 5.10
        in connection with this Agreement.  Complete and correct copies of all
        Assumed Contracts (as defined below) have been delivered to
        Buyer.  The Assumed Contracts are in full force and effect and are
        valid and enforceable in accordance with their respective terms with respect
        to
        Seller and, to the knowledge of Seller, each other party
        thereto.  Except as set forth in Schedule 5.10,
        there is not, with respect to the Assumed Contracts, any existing default,
        or
        event of default, or event which with or without due notice or lapse of time
        or
        both would constitute a default or event of default, on the part of Seller
        or,
        to the knowledge of Seller, any other party thereto.  As used in this
        Agreement, the term “Assumed Contracts” shall mean all contracts listed
        in Schedule 5.10 (unless otherwise indicated
        thereon).

      


      5.11.          Taxes.  Either
        Seller, the Members or the Principals have filed, or have caused to be filed,
        when due or within proper extensions of time, all federal, state, and local
        tax
        returns and reports required to be filed with respect to the Business. Seller,
        each of the Members and each of the Principals have paid, or have caused
        to be
        paid, when due or within proper extensions of time, all federal, state and
        local
        taxes due with respect to the income, employment, sales, operations, or
        properties of Seller.

      


      5.12.        Employees.  Schedule
        5.12 contains a true and complete list of all of Seller Personnel
        (as
        defined in Section 5.13(a)) as of the date hereof who have
        performed services attributable to the Business, specifying their annual
        salary,
        hourly wages, scheduled hours to work per week, position, status, length
        of
        service, location of employment, consulting or other independent contractor
        fees
        and the allocation of amounts paid and other benefits provided to each of
        them,
        respectively, together with an appropriate notation next to the name of any
        such
        employee on such list who is subject to any written employment agreement
        or any
        other written term sheet or other document describing the terms and/or
        conditions of employment of such employee or of the rendering of services
        by
        such independent contractor.  Seller has received no claim from any
        Governmental Authority to the effect that it has improperly classified as
        an
        independent contractor any Person named on
Schedule 5.12.  Seller has made no verbal
        commitments to any such officers, employees or former employees, consultants
        or
        independent contractors with respect to compensation, promotion, retention,
        termination, severance or similar matters in connection with the transactions
        contemplated by this Agreement or otherwise.  Except as indicated on
Schedule 5.12, all employees of Seller are actively at work on the
        date hereof.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      5.13.         Employee
        Benefit Plans.  Except as set forth in Schedule
5.13:

      


      (a)           There
        are no deferred compensation, incentive compensation, equity compensation
        plans,
“welfare” plans, funds or programs (within the meaning of Section 3(1) of
        the Employee Retirement Income Security Act of 1974, as amended
        (“ERISA”)), “pension” plans, funds or programs (within the meaning of
        Section 3(2) of ERISA), other employee benefit plans, funds, programs,
        agreements or arrangements, in any case, that are sponsored, maintained or
        contributed to or required to be contributed to by Seller or by any trade
        or
        business, whether or not incorporated (an “ERISA Affiliate”), that
        together with Seller would be deemed a “single employer” within the meaning of
        Section 4001(b) of ERISA, or to which Seller or an ERISA Affiliate is party,
        whether written or oral, for the benefit of any employee (whether full-time,
        part-time or otherwise) or former employee of Seller (individually, a
“Benefit Plan,” and collectively, the “Benefit Plans”) that would
        in any way require or bind Buyer to make any payments to any employee or
        contractor, or former employee or contractor, of Seller (collectively,
“Seller Personnel”) in connection with Buyer’s hiring of or engaging any
        such Seller Personnel under any circumstances.

      


      (b)           There
        are no employment, termination, retention, change in control or severance
        agreements to which Seller or an ERISA Affiliate is a party, whether written
        or
        oral, for the benefit of any employee or former employee of Seller
        (individually, an “Employment Contract,” and collectively, the
“Employment Contracts”) that would in any way require or bind Buyer to
        make any payments to any Seller Personnel in connection with Buyer’s hiring of
        or engaging any such Seller Personnel under any circumstances.

      


      (c)           No
        liability under Title IV or Section 302 of ERISA has been incurred by Seller
        or
        an ERISA Affiliate that has not been satisfied in full, and no condition
        exists
        that presents a risk to Buyer or any ERISA Affiliate of incurring any such
        liability that would in any way require or bind Buyer to make any payments
        to
        any Seller Personnel in connection with Buyer’s hiring of or engaging any such
        Seller Personnel under any circumstances.

      


      (d)           No
        Benefit Plan is a “multiemployer pension plan,” as defined in Section 3(37) of
        ERISA, nor is any Benefit Plan a plan described in Section 4063(a) of ERISA
        that
        would in any way require or bind Buyer to make any payments to any Seller
        Personnel in connection with Buyer’s hiring of or engaging any such Seller
        Personnel under any circumstances.

      


      (e)           The
        consummation of the transactions contemplated by this Agreement will not
        (i)
        entitle any current or former employee or officer of Seller to severance
        pay,
        unemployment compensation or any other payment, or (ii) accelerate the time
        of
        payment or vesting, or increase the amount of compensation due any such employee
        or officer.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      (f)           There
        are no Benefit Plans or Employment Contracts that provide medical, surgical,
        hospitalization, death or similar benefits (whether or not insured) for
        employees or former employees of Seller for periods extending beyond their
        retirement or other termination of service, other than (i) coverage mandated
        by
        applicable law, (ii) death benefits under any “pension plan,” or (iii) benefits
        the full cost of which is borne by the current or former employee (or his
        beneficiary).

      


      5.14.        Labor
        Relations.  Except as set forth in Schedule
5.14, Seller has engaged in no unfair labor practice
        within the
        meaning of the National Labor Relations Act or state law equivalent, and
        there
        exists no pending or, to the knowledge of Seller, threatened unfair labor
        practice charges or race, color, religion, sex, national origin, age or
        disability discrimination charges against Seller before any board, department,
        commission or agency.

      


      5.15.         Insurance.  Schedule
        5.15 sets forth a correct and complete list of current insurance
        policies and coverages carried by or for the benefit of Seller.  All
        such policies are in full force and effect and all premiums due and payable
        in
        respect thereof have been paid.  Since the respective dates of such
        policies, no notice of cancellation or non-renewal with respect to any such
        policy has been received by Seller.  Schedule 5.15 sets
        forth a list of all pending claims with respect to all such
        policies.

      


      5.16.       Intellectual
        Property.

      


      (a)           Definition
        of Intellectual Property.  The term “Intellectual Property”
means:

      


      (i)           all
        business names, trade names, registered and unregistered trademarks (including
        common law marks), trade dress, service marks, and Internet domain names,
        URLs,
        and IP addresses (including all goodwill therein, and all U.S. federal, state
        and foreign registrations with respect to any of the foregoing, and applications
        for registration of any of the foregoing) (collectively,
“Marks”);

      


      (ii)           all
        patents (including all reissues, divisions, continuations, continuations
        in
        part, and extensions thereof), design rights, patent applications, and file
        histories (collectively, “Patents”);

      


      (iii)           all
        copyrights, whether or not registered, in both published and unpublished
        works
        (including all U.S. and foreign registrations and applications for registration
        of the foregoing) and moral rights thereof (collectively,
“Copyrights”);

      


      (iv)           all
        software (in all forms and in all media) of any computing device, including
        (A) any and all software implementations of algorithms, models and
        methodologies, (B) software under development, (C) software that has been
        sunset or no longer being supported or enhanced, (D) the computer software
        supporting any Internet site(s), (E) software used to develop other
        software or internet sites, and (F) software for internal operations
        (collectively, “Software”);

      


      (v)           all
        data, compilations of data and databases (in all forms and in all media),
        and
        all database rights therein (collectively, “Data
        Rights”);


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      (vi)           all
        descriptions, flow-charts, work product, programmers’ notes, schematics,
        specifications, project plans, listing, scripts, software tools, release
        notes,
        logic diagrams, pseudocode, project reports, lists of third party software,
        assembly, linking and compilation instructions, end user documentation, IT
        personnel documentation, training materials, manuals, system documentation
        and
        similar information suitable and sufficient to enable a person possessing
        reasonable skill and expertise in computer software and information technology
        to design, plan, organize, develop, install, build, load, operate, support,
        maintain, modify, improve, correct errors to, enhance, and distribute the
        Software and any databases containing Data (as defined in
Section 5.16(n)) (collectively,
“Documentation”); and

      


      (vii)           all
        other know-how, Trade Secrets (as defined in Section 9.1(f)),
        Confidential Information (as defined in Section 9.1(a)),
        customer lists, technical documentation, technical information, data,
        technology, research records, inventions, plans, ideas, drawings, schematics,
        compilations, devices, formulas, designs, discoveries, prototypes, methods,
        techniques, processes, procedures, programs, or codes, whether tangible or
        intangible.

      


      (b)           Ownership
        and Use of Intellectual Property.  Seller owns, or has the right
        to use pursuant to licenses, sublicenses, agreements, or permissions, all
        Intellectual Property used by the Business and as presently proposed to be
        conducted.  The consummation of the transactions provided for under
        this Agreement will not result in the loss or impairment of any such
        Intellectual Property.  Each item of Intellectual Property used by the
        Business will be owned or available for use by Buyer on identical terms and
        conditions immediately subsequent to the Closing Date.  Seller has
        taken all necessary and desirable actions to maintain and protect each item
        of
        Intellectual Property used by the Business.  Buyer acknowledges that
        Seller has not made any filing for the protection of Intellectual
        Property.

      


      (c)           Infringement
        of Third Party Intellectual Property Rights.  Seller has not
        interfered with, infringed upon, misappropriated, or otherwise come into
        conflict with any Intellectual Property rights of third
        parties.  Seller has not received any charge, complaint, claim,
        demand, or notice alleging any such interference, infringement,
        misappropriation, or violation (including any claim that Seller must license
        or
        refrain from using any Intellectual Property rights of any third
        party).  The continued operation of the Business as conducted on the
        Closing Date will not interfere with, infringe upon, misappropriate, or
        otherwise come into conflict with, any Intellectual Property rights of third
        parties.

      


      (d)           Infringement
        of Seller Intellectual Property Rights.  No third party (including
        any present or former employee, consultant, or shareholder) has interfered
        with,
        infringed upon, misappropriated, or otherwise come into conflict with any
        Intellectual Property rights of Seller.

      


      (e)           Owned
        Intellectual Property.  Schedule 5.16(e)
        identifies each Mark, Patent and Copyright that Seller has with respect to
        any
        of its Intellectual Property used by the Business.  Seller has
        delivered to Buyer correct and complete copies of all registrations or
        applications for such Marks, Patents and Copyrights (as amended to date)
        and has
        made available to Buyer correct and complete copies of all other written
        documentation evidencing ownership and prosecution (if applicable) of each
        such
        item.  Schedule 5.16(e) also identifies all Software
        owned by Seller or used by the Business (whether or not the Copyright therein
        has been registered).  With respect to each item of Intellectual
        Property required to be identified in Schedule 5.16(e):


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      (i)           Seller
        possesses all right, title, and interest in and to the item, free and clear
        of
        any and all Liens.

      


      (ii)           The
        item is not subject to any outstanding injunction, judgment, order, decree,
        ruling, or charge.

      


      (iii)           No
        action, suit, proceeding, hearing, investigation, charge, complaint, claim,
        or
        demand is pending or threatened which challenges the legality, validity,
        enforceability, use, or ownership of the item.

      


      (iv)           Seller
        is under no obligation to grant any right, license or permission to use,
        or with
        respect to, any of the Intellectual Property other than as set forth on
Schedule 5.16(k).

      


      (v)           No
        (A) government funding; (B) facilities of a university, college, other
        educational institution or research center; or (C) funding from any Person
        (other than funds received in consideration for Seller’s capital stock or
        ownership interests or from Customers (as defined in
Section 5.19)) was used in the development of the
        item.  No current or former employee, consultant or independent
        contractor of Seller, who was involved in, or who contributed to, the creation
        or development of the item, has performed services for the government,
        university, college or other educational institution or research center during
        a
        period of time during which such employee, consultant or independent contractor
        was also performing services for Seller.

      


      (f)           Patents.  With
        respect to the Patents required to be disclosed on
Schedule 5.16(e):

      


      (i)           Each
        issued Patent is in compliance with all applicable requirements (including
        the
        payment of filing, examination and maintenance fees and proofs of working
        or
        use), and, except with respect to each application for a Patent that has
        not yet
        been issued, is valid, subsisting, enforceable and in full force and
        effect.

      


      (ii)           No
        Patent has been or is now involved in any interference, reissue, reexamination
        or opposition proceeding, there is no potentially interfering patent or patent
        application of any third party; there are no inventorship disputes with respect
        to the Patents concerning any named or unnamed inventors; and the validity
        and
        scope of the rights under the Patents and Seller’s rights and title thereto or
        rights therein have not been questioned in any prior litigation, are not
        being
        questioned in any pending litigation, and are not the subject of any threatened
        or proposed litigation (and Seller has not received notice of any such
        threatened or proposed litigation).

      


      (g)           Marks.  With
        respect to the Marks required to be disclosed on Schedule
5.16(e):

      


      (i)           No
        Marks have been registered with the United States Patent and Trademark
        Office.

      


      (ii)           No
        Mark has been or is now involved in any opposition, invalidation, or
        cancellation proceeding and no such action or proceeding is threatened with
        respect to any of the Marks.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      (h)           Copyrights.  Seller
        is the owner of each Copyright required to be disclosed in
Schedule 5.16(e).  The Copyrights are valid,
        subsisting and in full force and effect, and are not subject to any maintenance
        fees or taxes or actions falling due within one year after the date
        hereof.  There has been no challenge to the validity of any of the
        Copyrights, and to the best of Seller’s knowledge, there is no basis for any
        such challenge. None of the Copyrights have been registered with the Library
        of
        Congress.

      


      (i)           Software.  All
        Software owned, used or licensed by Seller performs properly and in conformity
        with the specifications set forth in its documentation.  Such Software
        operates without malfunctions or design failures, and is free from any defects,
        errors or “bugs” (in each case, with the exception of such de minimus
        malfunctions, design failures, defects, errors or “bugs” that do not adversely
        affect the use of such Software).  With respect to the Software
        required to be identified on Schedule 5.16(e):

      


      (i)           Such
        Software was either (A) developed by employees of Seller within the scope
        of
        their employment or (B) developed by independent contractors or consultants
        who
        have assigned all of their rights in and to the Software to Seller pursuant
        to
        written agreements.

      


      (ii)           Seller
        does not have any obligation to provide maintenance or support services with
        respect to any such Software to any third party.

      


      (iii)           Seller
        has not entered into any source code escrow or similar arrangement under
        which a
        third party does, or could in the future upon the occurrence of certain events,
        have the right to obtain the source code for any such Software.

      


      (iv)           The
        Documentation and source code for such Software is complete and
        accurate.  The source code and Documentation relating to such Software
        (A) has at all times been maintained in strict confidence, (B) has
        been disclosed only to employees who have a need to know in connection with
        the
        performance of their duties to Seller, and who have executed appropriate
        nondisclosure agreements as contemplated in
Section 5.16(j)(ii) hereof, and (C) has not been
        disclosed to any third party not under an obligation to maintain the
        confidential nature of such information.

      


      (j)           Trade
        Secrets.

      


      (i)           Seller
        has taken all reasonable precautions to protect the secrecy, confidentiality,
        and value of its Trade Secrets.

      


      (ii)           Seller
        has obtained or entered into written agreements with its respective Seller
        Personnel and with third parties in connection with the disclosure to, or
        use or
        appropriation by, Seller Personnel and third parties, of Trade Secrets owned
        by
        Seller, restricting the use, disclosure or appropriation of such Trade Secrets,
        and Seller does not know of any situation involving such Seller Personnel
        or
        third party use, disclosure or appropriation of any such Trade Secrets in
        which
        the lack of such written agreement is likely to adversely affect the right
        of
        Seller to protect the Trade Secret from unauthorized use or disclosure under
        applicable law.  True, correct and complete copies of such agreements
        have been delivered to Buyer.

      


      (k)           Licenses
        of Intellectual Property by
        Seller.  Schedule 5.16(k) identifies and
        includes a brief summary of each license, agreement, or other permission
        that
        Seller has granted to any third party with respect to any of its Intellectual
        Property.  Seller has delivered to Buyer a true, correct and complete
        copy of each such license, agreement, or permission (as amended to
        date).  With respect to each license, agreement, or permission
        required to be identified in
Schedule 5.16(k):


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      (i)           The
        license, sublicense, agreement, or permission is legal, valid, binding,
        enforceable, and in full force and effect.

      


      (ii)           The
        license, sublicense, agreement, or permission will continue to be legal,
        valid,
        binding, enforceable, and in full force and effect on identical terms following
        the consummation of the transactions contemplated by this
        Agreement.

      


      (iii)           No
        party to the license, sublicense, agreement, or permission is in breach or
        default, and no event has occurred which with notice or lapse of time or
        both
        would constitute a breach or default or permit termination, modification,
        or
        acceleration under the license, sublicense, agreement, or
        permission.

      


      (iv)           No
        party to the license, sublicense, agreement, or permission has repudiated
        any
        provision thereof.

      


      (l)           Licenses
        of Intellectual Property to
        Seller.  Schedule 5.16(l) identifies each item
        of Intellectual Property that any third party owns and that Seller uses pursuant
        to licenses, sublicenses, agreements, or permissions.  Seller has
        delivered to Buyer true, correct and complete copies of all such licenses,
        sublicenses, agreements, and permissions (as amended to date), excluding
        shrink
        wrap licenses associated with off the shelf software
        products.  Schedule 5.16(l) includes a summary of
        any license fee, royalty or other payment obligations of Seller under the
        applicable license, sublicense, agreement, or permission.  With
        respect to each item of Intellectual Property required to be identified in
        Schedule 5.16(l):

      


      (i)           The
        license, sublicense, agreement, or permission covering the item is legal,
        valid,
        binding, enforceable, and in full force and effect.

      


      (ii)           To
        the best of Seller’s knowledge, the license, sublicense, agreement, or
        permission will continue to be legal, valid, binding, enforceable, and in
        full
        force and effect on identical terms following the consummation of the
        transactions contemplated by this Agreement.

      


      (iii)           Seller
        is not in breach or default  of the license, sublicense, agreement, or
        permission and no event has occurred which with notice or lapse of time or
        both
        would constitute a breach or default by Seller or permit termination,
        modification, or acceleration under the license, sublicense, agreement, or
        permission.

      


      (iv)           To
        the best of Seller’s knowledge, no party to the license, sublicense or
        permission is in breach or default, and no event has occurred which with
        notice
        or lapse of time or both would constitute a breach or default by Seller or
        permit termination, modification, or acceleration under the license, sublicense,
        agreement, or permission.

      


      (v)           No
        party to the license, sublicense, agreement, or permission has repudiated
        any
        provision thereof.


      
        
          
          

        

        
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      (vi)           With
        respect to each sublicense, to the knowledge of Seller, the representations
        and
        warranties set forth in Section 5.16(k)(i)
        through (iv) are true and correct with respect to the underlying
        license.

      


      (vii)           To
        the knowledge of Seller, the underlying item of Intellectual Property is
        not
        subject to any outstanding injunction, judgment, order, decree, ruling, or
        charge.

      


      (viii)           To
        the knowledge of Seller, no action, suit, proceeding, hearing, investigation,
        charge, complaint, claim, or demand is pending or threatened that challenges
        the
        legality, validity, or enforceability of the underlying item of Intellectual
        Property.

      


      (ix)           Seller
        has granted no sublicense or similar right with respect to the license,
        sublicense, agreement, or permission.

      


      (m)           Royalties
        and other Payment Obligations.  Seller is not obligated to make
        any payments by way of any royalties, fees or otherwise to any owner, licensor
        or other claimant to any intellectual property rights for the ownership,
        transfer or use thereof other than as expressly required under any license,
        sublicense, agreement, or permission disclosed on
Schedule 5.16(l).

      


      (n)           Data.  The
        Data Rights and information used by Seller in providing products or services,
        in
        keeping track of the financial and business relationships between Seller
        and
        Customers and in managing the business of the Business (collectively, the
        “Data”) (i) does not violate the privacy rights of any Person,
        (ii) does not infringe upon, misappropriate, conflict with or violate the
        Intellectual Property rights of any Person, (iii) was collected and acquired
        in
        accordance with all applicable laws and agreements, and (iv) when used by
        Seller, in the manner in which the Data was used prior to the date hereof,
        does
        not violate any applicable law or agreement.  Seller has taken all
        commercially reasonable steps to maintain the confidentiality and proprietary
        nature of the Data.

      


      (o)           Agreements
        with Employees.  All former and current employees of Seller who
        have worked in or provided any services to the Business have executed written
        agreements assigning to Seller all rights to any inventions, improvements,
        works
        of authorship, discoveries, inventions, or information of
        Seller.  True, correct and complete copies of such agreements have
        been delivered to Buyer.  No employee of Seller who has worked in or
        provided any services to the Business has entered into any agreement that
        restricts or limits in any way the scope or type of work in which the employee
        may be engaged or requires the employee to transfer, assign or disclose
        information concerning his work to anyone other than Seller.


      
        
          
          

        

        
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      5.17.         Code
        Quality.

      


      (a)           Software.  Except
        as set forth on Schedule 5.17(a) (such Schedule to set forth
        (i) the name of each such Software, (ii) how such Software is or was used
        by
        Seller, (iii) whether such Software has been modified by or on behalf of
        Seller,
        (iv) whether such Software has been delivered by Seller to third parties
        and, if so, the identity of such third parties, (v) where such Software was
        obtained, and (vi) a copy or true and correct reference to the license under
        which such Software is licensed to Seller), none of the Software marketed
        by
        Seller contains, comprises, incorporates, or combines, and is not derived
        from
        or based on, any Open Source Software.  For the purposes of this
        Agreement, “Open Source Software” means (1) any Software that contains,
        or is derived in any manner (in whole or in part) from, any software that
        is
        distributed as free software, open source software (e.g. Linux) or similar
        licensing or distribution models; and/or (2) any Software that requires as
        a
        condition of use, modification and/or distribution that such Software or
        other
        Software incorporated into, derived from or distributed with such Software:
        (A)
        be disclosed or distributed in source code form; (B) be licensed for the
        purpose
        of making derivative works; or (C) be redistributable at no
        charge.  Open Source Software includes Software licensed or
        distributed under any of the following licenses or distribution models, or
        licenses or distribution models similar to any of the following: GNU's General
        Public License (GPL), GNU's Lesser/Library General Public License (LGPL),
        the
        Artistic License (e.g., PERL), the Berkeley license (BSD), the Mozilla Public
        License, the Netscape Public License, the Sun Community Source License (SCSL),
        the Sun Industry Source License (SISL), and the Apache Software
        license.  Buyer acknowledges that the programming language for
        Seller’s Software is PHP, an open source programming language.  A copy
        of the PHP license provided by Seller is attached to Schedule
        5.17(a).

      


      (b)           Disabling
        Devices.  The Owned Software, and to the knowledge of Seller the
        Software described in Sections 5.16(k) and 5.16(l),
        does not contain any virus, Trojan horse, worm, time bomb, drop dead device,
        or
        other software routines (collectively, “Virus”) designed (i) to
        permit unauthorized access by third parties, Seller or Buyer, or (ii) to
        disable, delete, repossess, modify, damage, erase, or otherwise interfere
        with
        or adversely affect the use and operation of such Software and/or any data,
        hardware or other Software.  Prior to each delivery of each version,
        revision, release, bug fix or other modification of Software to its Customers,
        Seller has used industry standard anti-virus software to determine if such
        Software contains any Viruses.

      


      (c)           Building
        the Software.  Seller possesses and has separately stored the
        source code and Documentation of each and every version and release of the
        Software currently licensed to or used by Customers sufficient to allow each
        such version and release to be assembled, linked and compiled into the actual
        machine readable version and release used by each such Customer.

      


      5.18.        Transactions
        with Affiliates.  Except as set forth on
Schedule 5.18 or as expressly contemplated by this Agreement,
        no officer, director or Member of Seller, or any Person with whom any such
        officer, director or Member has any direct or indirect relation by blood,
        marriage, or adoption, or any entity in which any such Person owns any
        beneficial interest (other than a publicly held corporation whose stock is
        traded on a national securities exchange and less than five percent (5%)
        of the
        stock of which is beneficially owned by all such Persons in the aggregate)
        or
        any Affiliate of any of the foregoing, or any current or former Affiliate
        of
        Seller has any interest in any contract, arrangement, or understanding with,
        or
        relating to, the Business, the Purchased Assets or the Assumed
        Liabilities.  For purposes of this Agreement, “Affiliate” of
        any specified Person means any other Person directly or indirectly Controlling
        or Controlled by or under direct or indirect common Control with such specified
        Person.  For purposes of this definition, “Control,”
“Controlling,” and “Controlled,” when used with respect to any
        specified Person, means the power to direct the management and policies of
        such
        Person, directly or indirectly, whether through the ownership of voting
        securities, by contract or otherwise.  In addition, for purposes of
        this definition, “Person” means any individual, corporation, limited
        liability company, partnership, joint venture, trust, unincorporated
        organization, Governmental Authority or similar entity.


      
        
          
          

        

        
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      5.19.        Customer
        Relations.  Schedule 5.19 contains a
        complete and accurate list, as of the date hereof, of the names and addresses
        of
        all of the customers of the Business (collectively, the
“Customers”).  Seller maintains good relations with each of its
        Customers, and, to the knowledge of Seller, no event has occurred that would
        constitute a default, or event of default, or event which with or without
        due
        notice or lapse of time or both would constitute a default or event of default
        or would materially and adversely affect Seller’s relations with any such
        Customer.  Except as set forth in Schedule 5.19, no
        Customer (or former customer) during the last 12 months has asserted a default,
        canceled, terminated or made any threat to assert a default, cancel or otherwise
        terminate its contract or, in the case of Customers (or former customers),
        to
        decrease its usage of Seller’s services or products.  Seller has
        received no notice and has no knowledge to the effect that any current Customer
        may terminate or materially alter its business relations with Seller, as
        a
        result of the past actions or inactions by Seller, as a result of the
        transactions contemplated by this Agreement or otherwise.

      


      5.20.       Nondisclosed
        Payments; Ethical Practices.  Neither Seller nor the
        officers, directors or members of Seller, nor anyone acting on behalf of
        any of
        them, has made or received any payments not correctly categorized and fully
        disclosed in Seller’s books and records in connection with or in any way
        relating to or affecting Seller or the Business.  Neither Seller nor
        any representative thereof has offered or given, and Seller has no knowledge
        of
        any Person that has offered or given on its behalf, anything of value
        to:  (a) any official of a Governmental Authority, any political party
        or official thereof, or any candidate for political office; (b) any Customer
        or
        member of any Governmental Authority; or (c) any other Person, in any such
        case
        while knowing or having reason to know that all or a portion of such money
        or
        thing of value may be offered, given or promised, directly or indirectly,
        to any
        Customer, member of any Governmental Authority or candidate for political
        office
        for the purpose of the following: (x) influencing any action or decision
        of such
        Person, in such Person’s official capacity, including a decision to fail to
        perform such Person’s official function; (y) inducing such Person to use such
        Person’s influence with any Governmental Authority or instrumentality thereof to
        affect or influence any act or decision of such Governmental Authority or
        instrumentality to assist Seller in obtaining or retaining business for,
        or
        with, or directing business to, any Person; or (z) where such payment would
        constitute a bribe, kickback or illegal or improper payment to assist Seller
        in
        obtaining or retaining business for, or with, or directing business to, any
        Person.

      


      5.21.        Brokers,
        Finders and Investment Bankers.  Neither Seller nor any
        Member nor any Principal has employed any broker, finder, investment banker
        or
        other intermediary or incurred any liability for any investment banking fees,
        financial advisory fees, brokerage fees, finders’ fees or other similar fees in
        connection with the transactions contemplated herein.

      


      5.22.       Disclosure.  No
        representation, warranty or covenant made by Seller, any Member or any Principal
        in this Agreement (including the schedules hereto) contains an untrue statement
        of a material fact or omits to state a material fact required to be stated
        herein or necessary to make the statements contained herein, in light of
        the
        circumstances in which they were made, not misleading.

      

        
          
            
            

          

          
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      For
        purposes of this Agreement, “knowledge of Seller,” “Seller’s
        knowledge” and any similar terms mean the actual knowledge (after reasonable
        inquiry) of either of Collins or Ceccorulli.  For purposes of the
        representations and warranties set forth in Sections 5.3,
5.5, 5.7, 5.8, 5.9, 5.10, 5.11,
5.12,
5.13,
5.14,
5.15,
5.16,
5.20,
        and 5.21, “Seller” shall mean Seller, the Subsidiary, and any
        direct or indirect subsidiary of Seller or the Subsidiary at any
        time.


      ARTICLE
        VI

      


      REPRESENTATIONS
        AND WARRANTIES OF BUYER

      


      Buyer
        represents and warrants to Seller as follows:

      


      6.1.           Organization,
        Power and Good Standing.  Buyer is a corporation duly
        organized, validly existing and in good standing under the laws of the State
        of
        New York, and has all requisite power and authority to own or hold under
        lease
        its properties and assets and to carry on its business as now
        conducted.

      


      6.2.           Authority.  Buyer
        has all necessary power and authority to make, execute and deliver this
        Agreement and all other agreements and documents to be executed and delivered
        pursuant hereto, and Buyer has taken all necessary actions required to be
        taken
        to authorize it to execute and deliver this Agreement and such other agreements,
        and to perform all of its obligations, undertakings and agreements to be
        observed and performed by it hereunder and thereunder,
        respectively.  This Agreement has been duly executed and delivered by
        Buyer, and constitutes the valid and binding agreement of Buyer enforceable
        in
        accordance with its terms.

      


      6.3.           No
        Violation.  Neither the execution and delivery of this
        Agreement nor the consummation of the transactions contemplated hereby (a)
        will
        constitute a violation of, or be in conflict with, or result in a cancellation
        of, or constitute a default under, or create (or cause the acceleration of
        the
        maturity of) any debt, obligation or liability affecting, or result in the
        creation or imposition of any security interest, lien, or other encumbrance
        upon, any of the assets owned or used by Buyer under: (i) any term or provision
        of the Certificate of Incorporation or By-Laws (or other organic document)
        of
        Buyer; (ii) any judgment, decree, order, regulation or rule of any court
        or
        Governmental Authority applicable to Buyer; (iii) any statute or law applicable
        to Buyer; or (iv) any contract, agreement, indenture, lease or other commitment
        to which Buyer is a party or by which Buyer is bound; or (b) will cause any
        material change in the rights or obligations of any party under any such
        contract, agreement, indenture, lease or commitment.

      


      6.4.           Disclosure.  No
        representation or warranty of Buyer made hereunder or in any certificate,
        statement or other document delivered by or on behalf of Buyer hereunder
        contains any untrue statement of material fact or omits to state a material
        fact
        necessary in order to make the statements contained herein or therein not
        misleading.

      


      6.5.           Seller
        Customers.  As of the date hereof, to Buyer’s knowledge,
        Buyer does not have a business relationship with any of Seller’s Customers (as
        defined in Section 5.19) where such relationship is likely to cause a
        termination of any of an Assumed Contract by such Customer.


      
        
          
          

        

        
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      For
        purposes of this Agreement, “Buyer’s knowledge” and any similar terms
        mean the actual knowledge (after reasonable inquiry) of any of the executive
        officers of Buyer.

      


      ARTICLE
        VII

      


      ACTION
        PRIOR TO THE CLOSING DATE

      


      The
        respective parties hereto covenant and agree to take the following actions
        between the date hereof and the Closing Date:

      


      7.1.           Access
        to Information.  Seller shall afford the officers,
        employees and authorized representatives of Buyer (including independent
        public
        accountants and attorneys) reasonable access during normal business hours
        to the
        offices, properties, employees and business and financial records (including
        computer files, retrieval programs and similar documentation) and shall furnish
        to Buyer or its authorized representatives such additional information
        concerning the Purchased Assets, the Business and the operations of Seller
        as
        shall be reasonably requested, including all such information as shall be
        necessary to enable Buyer or its representatives to verify the accuracy of
        the
        representations and warranties contained in this Agreement, to verify that
        the
        covenants of Seller contained in this Agreement have been complied with and
        to
        determine whether the conditions set forth in Article XI have been
        satisfied.  Buyer agrees that such investigation shall be conducted in
        such a manner as not to interfere unreasonably with the operations of
        Seller.  No investigation made by Buyer or its representatives
        hereunder shall affect the representations and warranties of Seller, the
        Members
        and the Principals hereunder.

      


      7.2.           Preserve
        Accuracy of Representations and Warranties; Notification of Certain
        Matters.

      


      (a)           Each
        party hereto shall refrain from taking any action which would render any
        representation or warranty contained in Article V or VI inaccurate
        as of the Closing Date.  Each party shall promptly notify the other of
        any action, suit or proceeding that shall be instituted or threatened against
        such party to restrain, prohibit or otherwise challenge the legality of any
        transaction contemplated by this Agreement.

      


      (b)           Seller
        will notify Buyer of (i) any material adverse change in the condition of
        the
        Purchased Assets or the Business, (ii) any lawsuit, claim, proceeding or
        investigation that is threatened, brought, asserted or commenced against
        Seller,
        (iii) any notice or other communication from any third Person alleging that
        the
        consent of such third Person is or may be required in connection with the
        transactions contemplated by this Agreement, and (iv) any material default
        under
        any Assumed Contract or event which, with notice or lapse of time or both,
        would
        become such a default on or prior to the Closing Date and of which Seller
        has
        knowledge.

      


      7.3.           Consents
        of Third Parties.  Seller will act diligently and
        reasonably in attempting to obtain, before the Closing Date, the consent,
        approval or waiver, in form and substance reasonably satisfactory to Buyer,
        from
        any party to any Assumed Contract required to be obtained to assign or transfer
        any such Agreements to Buyer or to otherwise satisfy the condition set forth
        in
Section 11.4.  In connection with the foregoing,
        Seller shall deliver to each party to any Assumed Contract, within one business
        day following the date hereof, a notice of assignment sufficient to effect
        the
        assignment of the Assumed Contract to Buyer following the expiration of any
        applicable notice period.  Neither Seller nor Buyer shall have any
        obligation to offer or pay any consideration in order to obtain any such
        consents or approvals.  Seller shall not make any agreement or
        understanding affecting the Purchased Assets or the Business as a condition
        for
        obtaining any such consents or waivers except with the prior written consent
        of
        Buyer.  During the period prior to the Closing Date, Buyer shall act
        diligently and reasonably to cooperate with Seller in attempting to obtain
        the
        consents, approvals and waivers contemplated by this
Section 7.3.


      
        
          
          

        

        
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      7.4.           Merger
        of the Subsidiary.  Seller shall take all actions
        necessary, and shall cause the Subsidiary to take all actions necessary,
        to
        cause the Subsidiary to be merged with and into Seller.

      


      7.5.           Operations
        Prior to the Closing Date.  Seller shall operate and
        carry on the Business only in the ordinary course and substantially as presently
        operated.  Consistent with the foregoing, Seller shall keep and
        maintain the Purchased Assets in good operating condition and repair and
        shall
        use its best efforts consistent with good business practice to maintain the
        business organization of Seller intact and to preserve the goodwill of the
        suppliers, contractors, licensors, employees, customers, distributors and
        others
        having business relations with Seller.  In connection therewith,
        Seller shall not attempt to persuade any employee or agent of Seller to
        terminate his or her relationship with Seller or not to commence employment
        with
        Buyer after the Closing.

      


      7.6.           Non-Solicitation.  During
        the period commencing on the date hereof and continuing until the termination
        of
        this Agreement, none of Seller nor any of the Members or the Principals (the
        “Restricted Parties”) will provide or permit their respective
        representatives (a) to provide any information with respect to Seller or
        the
        Business to any Person who has identified itself as a prospective purchaser
        of
        Seller or a prospective purchaser or licensor of any of Seller’s assets (other
        than in the conduct of Seller’s Business in the ordinary course); (b) to solicit
        or discuss any transaction relating to any sale, license (other than in the
        ordinary conduct of Seller’s Business in the ordinary course) or change in
        control of any of the capital stock, Business or assets of Seller, any merger
        of
        Seller with or into any other entity, any corporate reorganization relating
        to
        any or all of Seller or its assets or indebtedness or any other significant
        corporate transaction involving Seller.  Seller and each of the
        Members and Principals further agrees to notify Buyer promptly if any third
        party makes any proposal, offer, inquiry or contact with respect to any of
        the
        foregoing.

      


      ARTICLE
        VIII

      


      INDEMNIFICATION

      


      8.1.           Indemnification
        of Buyer.  Seller, the Members and the Principals covenant and
        agree with Buyer that they jointly and severally shall reimburse, defend,
        indemnify and hold harmless Buyer, its affiliates and their respective officers,
        directors, agents, employees and stockholders (collectively, the “Buyer
        Indemnified Parties”) from and against any liability, loss, damage or
        expense (including, but not limited to, reasonable attorneys’ and accountants’
fees and expenses), whether or not resulting from third party claims, suffered
        by any of the Buyer Indemnified Parties, which exists, arises out of or results
        from:

      


      (i)           any
        untruth, inaccuracy, breach or omission of, from or in, the representations
        and
        warranties made to Buyer herein or in any agreement or certificate provided
        in
        connection with this Agreement, or any nonfulfillment of any covenant or
        agreement of Seller, the Members or the Principals under this Agreement or
        any
        of the Exhibits hereto;


      
        
          
          

        

        
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      (ii)           any
        liability or obligation of Seller, the Members or the Principals that is
        not an
        Assumed Liability;

      


      (iii)           any
        claim by any third party that the transactions contemplated by this Agreement
        interfere with, or otherwise violate any right of such third party;

      


      (iv)           any
        fees, expenses or other payments incurred or owed by Seller, the Members
        or the
        Principals to any attorneys, accountants, brokers or comparable third parties
        retained or employed by it in connection with closing the transactions
        contemplated by this Agreement;

      


      (v)           any
        failure to comply with any applicable statutory provisions relating to bulk
        sales and transfers or tax clearances, if applicable;

      


      (vi)           any
        claim made by any third party alleging facts which, if true, would entitle
        any
        of the Buyer Indemnified Parties to indemnification pursuant to this
Section 8.1; or

      


      (vii)           any
        and all actions, suits, claims, proceedings, investigations, audits, demands,
        assessments, fines, judgments, costs and other expenses (including, without
        limitation, reasonable audit and legal fees) incurred by any of the Buyer
        Indemnified Parties resulting from the circumstances described in
Sections 8.1(i) through (vi)
        above;

      


      provided,
        however, that Seller, the Members and the Principals shall be required to
        indemnify and hold harmless under Sections 8.1(i), (ii), (iv),
        (v), (vi) and (vii) with respect to any liability, loss, damage or expense
        incurred by Buyer Indemnified Parties only if the aggregate amount of any
        liability, loss, damage or expense suffered by Buyer Indemnified Parties
        exceeds
        $50,000, but if in excess of $50,000, then for the entire amount of such
        liabilities, losses, damages or expenses without deduction.

      


      8.2.           Indemnification
        of Seller.  Buyer covenants and agrees with Seller that
        Buyer shall reimburse, defend, indemnify and hold harmless Seller, its
        affiliates, officers, directors, agents, employees including the Principals
        (collectively, the “Seller Indemnified Parties”) from and against any
        liability, loss, damage or expense (including, but not limited to, reasonable
        attorneys’ and accountants’ fees and expenses), whether or not resulting from
        third party claims, suffered by any of the Seller Indemnified Parties, which
        exists, arises out of or results from:

      


      (i)           any
        untruth, inaccuracy, breach or omission of, from or in, the representations
        and
        warranties made to Seller herein, or any nonfulfillment of any covenant or
        agreement of Buyer under this Agreement or any of the Exhibits
        hereto;

      


      (ii)           any
        Assumed Liability;

      


      (iii)           any
        claim against any Seller Indemnified Party by any third party relating to
        a
        breach by Buyer of a contractual obligation owed to such third party by
        Buyer;


      
        
          
          

        

        
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      (iv)           any
        fees, expenses or other payments incurred or owed by Buyer to any attorneys,
        accountants, brokers or comparable third parties retained or employed by
        it in
        connection with closing the transactions contemplated by this
        Agreement;

      


      (v)           any
        claim made by any third party alleging facts which, if true, would entitle
        any
        of the Seller Indemnified Parties to indemnification pursuant to this
Section 8.2; or

      


      (vi)           any
        and all actions, suits, claims, proceedings, investigations, audits, demands,
        assessments, fines, judgments, costs and other expenses (including, without
        limitation, reasonable audit and legal fees) incurred by any of the Seller
        Indemnified Parties resulting from the circumstances described in
Sections 8.2(i) through (v) above;

      


      provided,
        however, that Buyer shall be required to indemnify and hold harmless
        under Section 8.2 with respect to any liability, loss, damage or
        expense incurred by Seller Indemnified Parties only if the aggregate amount
        of
        any liability, loss, damage or expense suffered by Seller Indemnified Parties
        exceeds $50,000, but if in excess of $50,000, then for the entire amount
        of such
        liabilities, losses, damages or expenses without deduction.

      


      8.3.           Method
        of Asserting Claims.  Subject to the time periods set forth in
Section 8.4 hereof, the party seeking indemnity
        (“Indemnitee”) will give prompt written notice to the party or parties
        providing indemnity (“Indemnitor”) of any Claim (as defined below) which
        it discovers or of which it receives notice after the Closing and which might
        give rise to a Claim by it against Indemnitor under this
Article VII, stating the nature, basis and (to the extent known)
        amount thereof.  Copies of any papers received in connection with a
        Claim shall be forwarded to Indemnitor together with the notice of the
        Claim.  In case of any Claim or suit by a third party or by any
        governmental body, or any legal administrative or arbitration proceeding
        with
        respect to which Indemnitor may have liability under the indemnity agreement
        contained in this Article VII, Indemnitor shall be entitled to
        participate therein, and, to the extent desired by Indemnitor, to assume
        the
        defense thereof, and after notice from Indemnitor to Indemnitee of the election
        to so assume the defense thereof, Indemnitor will not be liable to Indemnitee
        for any legal or other expenses subsequently incurred by Indemnitee in
        connection with the defense thereof, other than reasonable costs of
        investigation, unless Indemnitor does not actually assume the defense thereof
        following notice of such election.  Indemnitee and Indemnitor will
        render to each other such assistance as may reasonably be required of each
        other
        in order to ensure proper and adequate defense of any such suit, claim or
        proceeding.  Indemnitee will not make any settlement of any Claim
        which might give rise to liability of an Indemnitor under the indemnity
        agreement contained in this Article VIII without the prior written
        consent of Indemnitor, which consent shall not be unreasonably
        withheld.  If Indemnitor shall desire and be able to effect a
bonafide compromise or settlement of any such suit, claim or
        proceeding at its expense and such settlement includes as an unconditional
        term
        thereof the giving by the claimant or the plaintiff to the Indemnitee of
        a
        release from all liability in respect of such suit, claim or proceeding and
        does
        not provide any form of relief from the Indemnitee other than the payment
        of
        money damages or other money payment, and Indemnitee shall unreasonably refuse
        to consent to such compromise or settlement, then the Indemnitor’s liability
        under this Article VII with respect to such suit, claim or proceeding
        shall be limited to the amount so offered in compromise or settlement together
        with all legal and other expenses which may have been incurred prior to the
        date
        on which Indemnitee has refused to consent to such compromise or
        settlement.  For purposes hereof, the term “Claim” shall mean
        any claim for which any of the Buyer Indemnified Parties or the Seller
        Indemnified Parties may be entitled to indemnification pursuant to
Sections 8.1 or 8.2 above.


      
        
          
          

        

        
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      8.4.           Nature
        and Survival of Representations. All statements made by or on
        behalf of Seller, any Member or any Principal contained herein or in any
        of the
        schedules or exhibits delivered on behalf of Seller, the Members or the
        Principals to Buyer hereunder shall be deemed to constitute representations
        and
        warranties of Seller, the Members and the Principals, regardless of (a) any
        investigation made by or on behalf of Buyer and (b) who prepared such
        document.  The representations and warranties made by the parties
        pursuant to Articles V and VI of this Agreement shall survive the
        Closing until the 18-month anniversary of the Closing Date, except that the
        representations and warranties made relating to taxes shall survive until
        30
        days after the expiration of the statute of limitations applicable to any
        such
        tax, and Indemnitee may present Claims pursuant to
Section 8.3 until such dates.

      


      8.5.           Injunctive
        and Other Relief.  Notwithstanding any other provision
        contained in this Article VIII, each party hereto specifically
        acknowledges that any breach or attempted breach by any
        other party of any provision of Article IX of this Agreement would result
        in irreparable injury to the non-breaching party or parties for which there
        is
        no adequate remedy at law.  In the event of a breach of any of the
        terms and provisions of Article IX, each non-breaching party shall be
        entitled, in addition to and not in lieu of money damages, to an order (without
        posting bond) in any suit brought for that purpose to enjoin such other party
        from violating any of the terms and provisions of such
        Article.  Pending the hearing and the decision on the application for
        such order, the damaged party shall be entitled to a temporary restraining
        order
        (without posting bond).  The remedies provided under this
Section 8.5 shall be without prejudice to any other remedy or
        remedies available to the injured party under this Agreement or
        otherwise.

      


      ARTICLE
        IX

      


      CONFIDENTIAL
        INFORMATION; NON-COMPETITION

      


      9.1.           Definitions.  For
        purposes of this Article IX, the following terms shall have the meanings
        set forth below:

      


      (a)           “Confidential
        Information” means any data or information of Seller, other than Trade
        Secrets, which is valuable to Seller and not generally known to competitors,
        including general business information, industry information, analyses, and
        other information of a proprietary nature that was developed or compiled
        by
        Seller;

      


      (b)           “Restricted
        Activities” means the development, sale, purchase, license, or distribution
        of any software products or systems that are a competitive replacement for
        the
        Software marketed by the Business, or assisting any third party to engage
        in
        such activities;

      


      (c)           “Restricted
        Entities” means Seller, the Members, the Principals, Mrs. Ceccorulli, and
        their respective Affiliates.

      


      (d)           “Restricted
        Period” means the period beginning on the Closing Date and ending on the
        second anniversary of the Closing Date;


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      (e)           “Territory”
        means the United States of America, such area being where Customers and actively
        sought prospective customers of Seller are located; and

      


      (f)           “Trade
        Secrets” means information of Seller, without regard to form, including, but
        not limited to, technical or nontechnical data, formulas, patterns,
        compilations, programs, devices, methods, techniques, drawings, processes,
        financial data, financial plans, product plans, or a list of actual or potential
        customers or suppliers which is not commonly known by or available to the
        public
        and which information: (i) derives economic value, actual or potential,
        from not being generally known to, and not being readily ascertainable by
        proper
        means by, other Persons who can obtain economic value from its disclosure
        or
        use; and (ii) is the subject of efforts that are reasonable under the
        circumstances to maintain its secrecy.

      


      9.2.           Trade
        Secrets and Confidential Information.

      


      (a)           Trade
        Secrets.  Seller and each of the Members and Principals agree not
        to, and agree to cause all of their respective Affiliates not to, use or
        disclose any Trade Secrets for so long as the pertinent information remains
        Trade Secret information (and, in any event, throughout the Restricted Period),
        regardless of whether the Trade Secrets are in written or tangible form,
        without
        the prior written consent of Buyer.  Nothing in this Agreement shall
        diminish the rights of Buyer regarding the protection of Trade Secrets and
        other
        Intellectual Property pursuant to applicable law.

      


      (b)           Confidential
        Information.  Seller, the Members and the Principals each agree
        that such Persons will hold in confidence all Confidential Information, and
        none
        of such Persons will disclose, publish, or make use of Confidential Information
        without the prior written consent of Buyer.

      


      9.3.           Noncompetition.

      


      (a)           Acknowledgment.  Seller,
        the Members and the Principals each acknowledge that Seller conducts the
        Restricted Activities throughout the Territory and that to protect adequately
        the interest of Buyer in the Business and the Purchased Assets, it is essential
        that any noncompetition covenant with respect thereto cover all Restricted
        Activities and the entire Territory for the duration of the Restricted
        Period.

      


      (b)           Noncompetition
        Covenant.  Seller, the Members and the Principals each agree that
        none of the Restricted Entities will, during the Restricted Period, directly
        or
        by assisting others, conduct Restricted Activities in the Territory or otherwise
        engage in, have an equity or profit interest in, or render services (of an
        executive, marketing, manufacturing, research and development, administrative,
        financial, or consulting nature) to any business that conducts any of Restricted
        Activities in the Territory.  Notwithstanding anything in this
        Agreement to the contrary, such persons may collectively acquire up to two
        percent (2%) of any company whose common stock is publicly traded on a national
        securities exchange.

      


      (c)           Nonsolicitation.  Seller,
        the Members and the Principals hereby jointly and severally agree that none
        of
        the Restricted Entities will, during the Restricted Period, directly or by
        assisting others:

      


      (i)           solicit
        or attempt to solicit, any business from any of Seller’s Customers existing as
        of the Closing Date or during the one-year period prior to the Closing Date,
        including actively sought prospective customers, for purposes of providing
        products or services that are a competitive replacement for any product or
        service provided or marketed by Seller; or


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      (ii)           hire,
        recruit, or solicit or attempt to hire, recruit, or solicit, on behalf of
        Seller
        or on behalf of any other Person, any employee or independent contractor
        of
        Buyer.

      


      9.4.           Severability.  If
        a judicial determination is made that any of the provisions of this Article
        IX constitutes an unreasonable or otherwise unenforceable restriction
        against Seller, the provisions of this Article IX shall be rendered void
        only to the extent that such determination finds such provisions to be
        unreasonable or otherwise unenforceable with respect to Seller.  In
        this regard, Seller hereby agrees that any judicial authority construing
        this
Article IX shall be empowered to sever or modify any portion of the
        Territory, any prohibited business activity or any time period from the coverage
        of this Agreement, and to apply the provisions of this Article IX to the
        remaining portion of the Territory, the remaining business activities or
        the
        remaining time period not so severed or modified by such judicial or arbitral
        authority.  Moreover, notwithstanding the fact that any provision of
        this Article IX is determined not to be specifically enforceable,
        Buyer shall nevertheless be entitled to recover monetary damages as a result
        of
        any breach of any such provision by Seller.

      


      ARTICLE
        X

      


      ADDITIONAL
        COVENANTS AND AGREEMENTS

      


      10.1.        Employee
        Matters.  The parties hereto acknowledge that,
        (i) in addition to the Principals with whom Buyer is entering into the
        Employment Agreements, Buyer will offer employment to the employees of Seller
        identified on Schedule 10.1, at the salary set forth opposite each such
        employee’s name on Schedule 10.1 and on such other terms and conditions
        as shall be mutually agreed upon between each such employee and Buyer, and
        (ii)
        except with respect to the Principals with whom Buyer is entering into the
        Employment Agreements, Buyer’s employment of any employee in accordance with
        this Section 10.1 shall be at will and terminable at Buyer’s sole
        discretion.  The parties agree that all employer responsibilities,
        costs, and liabilities, including those under any severance agreements or
        arrangements, for any employees of Seller or other Seller Personnel, including
        those terminated prior to the Closing Date, shall be and remain the exclusive
        responsibility, cost, and liability of Seller.  Seller shall assist
        and cooperate with Buyer in all respects in connection with the employee
        matters
        set forth in this Section 10.1 and elsewhere in this
        Agreement, including providing such information relating thereto as may be
        reasonably requested by Buyer from time to time.

      


      10.2.        Public
        Announcements.  Buyer shall coordinate any public
        announcements regarding this Agreement or the transactions contemplated by
        this
        Agreement to the financial community, government agencies, employees, or
        the
        general public.  Neither Seller nor any Member nor any Principal shall
        make any such public announcement without the written consent of Buyer, except
        as required by applicable law, Government Authority or the rules of any
        applicable securities exchange.  Buyer shall consult with Seller in
        good faith before issuing any such public announcement.

      


      10.3.         Access
        to Properties and Records.


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      (a)           For
        a period of seven years after the Closing Date, Buyer will afford and cause
        to
        be afforded to Seller, the Members and the Principals access to all of the
        pre-Closing books and records of Buyer to the extent that such access may
        reasonably be required by Seller, the Members or the Principals in connection
        with preparation of tax returns or financial statements or in connection
        with a
        legal dispute or judicial proceeding covering periods prior to the Closing
        Date.  Such access shall be afforded by Buyer upon receipt of
        reasonable advance notice and during normal business hours.  Seller,
        the Members and the Principals shall be solely responsible for any costs
        or
        expenses incurred by any of them pursuant to this
Section 10.3(a).  If Buyer shall desire to
        destroy any such books and records prior to the expiration of such seven-year
        period, Buyer shall, prior to such destruction, give each of Seller, the
        Members
        and the Principals a reasonable opportunity, at their respective expense,
        to
        segregate, remove and store the books and records to be destroyed, or any
        of
        them, as determined by Seller, the Members and the Principals.

      


      (b)           For
        a period of three years after the Closing Date, Seller, the Members and the
        Principals will afford and cause to be afforded to Buyer (i) such access
        during
        normal business hours, upon reasonable prior notice, to such books and records
        of Seller as Buyer may reasonably request in connection with matters relating
        to
        Seller for periods ending on or prior to the Closing Date; and (ii) such
        assistance in locating and copying such books and records as Buyer may
        reasonably request.  If Seller, the Members or the Principals shall
        desire to destroy any such books and records prior to the expiration of such
        three-year period, such party shall, prior to such destruction, give Buyer
        a
        reasonable opportunity, at its expense, to segregate, remove and store the
        books
        and records to be destroyed, or any of them, as determined by
        Buyer.

      


      10.4.         Payment
        of Debts.  Commencing as of the Closing Date, the Members
        and the Principals shall cause Seller to pay as and when due all of Seller’s
        debts and obligations existing as of the Closing Date that are not assumed
        by
        Buyer hereunder; provided, however, that the foregoing shall not prevent
        Seller,
        the Members or the Principals from contesting in good faith any such debts
        or
        obligations.

      


      10.5.        
        Right of Offset.  Buyer shall be entitled to
        offset any Claims or any portion of any Claim that has not been paid by Seller,
        the Members or the Principals, against any amounts owing to Seller, the Members
        or the Principals pursuant to any oral or written agreement to which such
        entity
        or person may be a party, including any Incremental Revenue Payment required
        to
        be made pursuant to Section 2.4.  If the amounts
        offset by Buyer hereunder exceed the obligations remaining due to Buyer,
        Seller,
        the Members and the Principals shall remain fully liable for such excess
        amounts, and no exercise of any right of offset hereunder by Buyer shall
        reduce,
        eliminate, impair or otherwise affect such liability of Seller, the Members
        or
        the Principals, except that the amount of any such liability shall be reduced
        to
        the extent of any offsets hereunder.

      


      ARTICLE
        XI

      


      CONDITIONS
        PRECEDENT TO OBLIGATIONS OF BUYER

      


      The
        obligations of Buyer under this Agreement shall, at the option of Buyer,
        be
        subject to the satisfaction, on or prior to the Closing Date, of the following
        conditions:

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      11.1.          No
        Misrepresentation or Breach of Covenants and
        Warranties.  There shall have been no material breach by
        Seller in the performance of any of its covenants and agreements herein;
        each of
        the representations and warranties of Seller contained or referred to herein
        shall be true and correct on the Closing Date as though made on the Closing
        Date, except for changes therein specifically permitted by this Agreement
        or
        resulting from any transaction expressly consented to in writing by Buyer;
        and
        there shall have been delivered to Buyer a certificate to such effect, dated
        the
        Closing Date, signed (i) on behalf of Seller by an authorized officer of
        Seller,
        (ii) by each Member and (iii) by each Principal.

      


      11.2.         
        No Changes or Destruction of
        Property.  Between the date hereof and the Closing Date,
        there shall have been (a) no material adverse change in the Purchased Assets,
        the Business of Seller or the operations, liabilities, profits, prospects
        or
        condition (financial or otherwise) of Seller; (b) no material adverse federal
        or
        state legislative or regulatory change affecting the business of Seller or
        the
        Business; and (c) no material damage to the Purchased Assets by fire, flood,
        casualty, act of God or the public enemy or other cause, regardless of insurance
        coverage for such damage; and there shall have been delivered to Buyer a
        certificate to such effect, dated the Closing Date and signed (i) on behalf
        of
        Seller by an authorized officer of Seller, (ii) by each Member and (iii)
        by each
        Principal.

      


      11.3.           No
        Restraint or Litigation.  No action, suit, investigation
        or proceeding shall have been instituted or threatened to restrain or prohibit
        or otherwise challenge the legality or validity of the transactions contemplated
        hereby.

      


      11.4.          
        Necessary Consents.  Seller shall have
        received all necessary consents to the transactions contemplated hereby from
        the
        other parties to all contracts, leases, agreements and permits to which Seller
        is a party or by which Seller or any of the Purchased Assets is affected
        or are
        otherwise necessary to prevent a material adverse change in the Purchased
        Assets, Seller, or in the Business.  Each of the Assumed Contracts
        shall have been legally assigned to Buyer pursuant to its terms.

      


      ARTICLE
        XII

      


      CONDITIONS
        PRECEDENT TO OBLIGATIONS OF SELLER

      


      The
        obligations of Seller under this Agreement shall, at the option of Seller,
        be
        subject to the satisfaction, on or prior to the Closing Date, of the following
        conditions:

       

      12.1.         No
        Misrepresentation or Breach of Covenants and
        Warranties.  There shall have been no material breach by
        Buyer in the performance of any of its covenants and agreements herein; each
        of
        the representations and warranties of Buyer contained or referred to in this
        Agreement shall be true and correct on the Closing Date as though made on
        the
        Closing Date, except for changes therein specifically permitted by this
        Agreement or resulting from any transaction expressly consented to in writing
        by
        Seller or any transaction contemplated by this Agreement; and there shall
        have
        been delivered to Seller a certificate to such effect, dated the Closing
        Date
        and signed on behalf of Buyer by an authorized officer of Buyer.

      


      12.2.          No
        Restraint or Litigation.  No action, suit, investigation
        or proceeding shall have been instituted or threatened to restrain or prohibit
        or otherwise challenge the legality or validity of the transactions contemplated
        hereby.


      
        
          
          

        

        
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      ARTICLE
        XIII

      


      TERMINATION

      


      13.1.       Termination.  Anything
        contained in this Agreement to the contrary notwithstanding, this Agreement
        may
        be terminated at any time prior to the Closing Date:

      


      (a)           by
        the mutual consent of Buyer and Seller;

      


      (b)           by
        Buyer or Seller if the Closing shall not have occurred on or before November
        30,
        2007 (or such later date as may be mutually agreed to by Buyer and Seller);
        provided, however, that the right to terminate this Agreement under this
        Section 13.1(b) shall not be available to any Person
        whose failure to comply with its obligations under this Agreement has been
        the
        cause of or resulted in the failure of the Closing to occur on or before
        such
        time;

      


      (c)           by
        Buyer in the event of any material breach by Seller, any Member or any Principal
        of any of their respective agreements, representations or warranties contained
        herein and the failure of such party to cure such breach within three days
        after
        receipt of notice from Buyer requesting such breach to be cured;

      


      (d)           by
        Seller in the event of any material breach by Buyer of any of Buyer’s
        agreements, representations or warranties contained herein and the failure
        of
        Buyer to cure such breach within three days after receipt of notice from
        Seller
        requesting such breach to be cured; 

      


      13.2.         Notice
        of Termination.  Any party desiring to terminate this
        Agreement pursuant to Section 13.1 shall give notice of such
        termination to the other parties to this Agreement.

      


      13.3.         Effect
        of Termination.

      


      (a)           If
        this Agreement is terminated by Seller pursuant to Section 13.1(d),
        then Buyer and Seller shall jointly instruct the Escrow Agent to distribute
        to
        Seller the Escrow Amount as liquidated damages in accordance with the terms
        of
        the Escrow Agreement.

      


      (b)           If
        this Agreement is terminated pursuant to any other provision of this Article
        XIII:

      


      (i)           Buyer
        and Seller shall jointly instruct the Escrow Agent to distribute to Buyer
        the
        Escrow Amount in accordance with the terms of the Escrow Agreement,
        and

      


      (ii)           all
        further obligations of the parties under this Agreement shall be terminated
        without further liability of any party to the other, provided that nothing
        herein shall relieve any party from liability for its willful breach of this
        Agreement.

      


      ARTICLE
        XIV

      


      GENERAL
        PROVISIONS


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      The
        parties further covenant and agree as follows:

      


      14.1.        Waiver
        of Terms.  Any of the terms or conditions of this
        Agreement may be waived at any time by the party or parties entitled to the
        benefit thereof but only by a written notice signed by the party or parties
        waiving such terms or conditions.

      


      14.2.        Amendment
        of Agreement.  This Agreement may be amended,
        supplemented or interpreted at any time only by written instrument duly executed
        by each of the parties hereto.

      


      14.3.        Payment
        of Expenses.  Except as otherwise specifically provided in
        this Agreement, the parties shall each pay its or their own expenses, including,
        without limitation, the expenses of its or their own counsel, advisors and
        accountants, incurred in connection with the preparation, execution and delivery
        of this Agreement and the other agreements and documents referred to herein
        and
        the consummation of the transactions contemplated hereby and
        thereby.

      


      14.4.          Contents
        of Agreement, Parties in Interest, Assignment.  This
        Agreement and the other agreements and documents referred to herein set forth
        the entire understanding of the parties with respect to the subject matter
        hereof.  Any previous agreements or understandings between the parties
        regarding the subject matter hereof, including without limitation, that certain
        letter agreement, dated August 15, 2007, by and between Buyer and Seller,
        are
        merged into and superseded by this Agreement.  All representations,
        warranties, covenants, terms and conditions of this Agreement shall be binding
        upon and inure to the benefit of and be enforceable by the respective heirs,
        legal representatives, successors and permitted assigns of the parties hereto;
        provided, however, that none of the rights or obligations of any of the parties
        hereto may be assigned without the prior written consent of, in the case
        of
        assignment by Seller, the Members or the Principals, Buyer, or, in the case
        of
        assignment by Buyer, Seller, the Members and the Principals, which consent
        shall
        not unreasonably be withheld.  Notwithstanding the foregoing, Buyer
        may assign any of its rights or obligations to a wholly-owned subsidiary
        of
        Buyer without the consent of Seller, the Members and the Principals, provided
        that Buyer remains liable for the performance of such assignee or assignees
        and
        notifies Seller, the Members and the Principals of such assignment.

      


      14.5.         Notices.  All
        notices, requests, demands and other communications required or permitted
        to be
        given hereunder shall be by hand-delivery, certified or registered mail,
        return
        receipt requested, telecopier (if a telecopier number is provided), or air
        courier to the parties set forth below.  Such notices shall be deemed
        given at the time personally delivered, if delivered by hand or by courier,
        at
        the time received, if sent certified or registered mail, and when receipt
        is
        acknowledged by telecopy equipment, if telecopied.

      


      
        	 	
                If
                  to Buyer:

              	 	
                Mediware
                  Information Systems, Inc.

              
	 	 	 	
                1900
                  Spring Road, Suite 450

              
	 	 	 	
                Oak
                  Brook, IL 60523

              
	 	 	 	
                Attn:
                  Senior Vice President and General Counsel

              
	 	 	 	
                Telecopier:
                  (630) 684-0462

              
	 	 	 	 
	 	
                If
                  to Seller or

              	 	 
	 	
                any
                  Member or

              	 	 
	 	
                Principal:

              	 	
                C/O
                  Herbert Goldman

              
	 	 	 	
                Gordon,
                  Feinblatt, Rothman, Hoffberger & Hollander, LLC

              
	 	 	 	
                The
                  Garrett Building

              
	 	 	 	
                233
                  East Redwood Street

              
	 	 	 	
                Baltimore,
                  MD 21202

              


      

       

      
        
          
          

        

        
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      14.6.           Severability.  In
        the event that any one or more of the provisions contained in this Agreement
        shall be invalid, illegal or unenforceable in any respect for any reason,
        the
        validity, legality and enforceability of any such provision in every other
        respect and of the remaining provisions of this Agreement shall not be in
        any
        way impaired.

      


      14.7.           Schedules
        and Exhibits.  The schedules and exhibits referred to
        herein and attached hereto are incorporated herein by reference as if fully
        set
        forth in the text hereof.

      


      14.8.           Counterparts. 
        This Agreement may be executed in one or more counterparts and by facsimile
        transmission, each of which shall be considered an original instrument, but
        all
        of which shall be considered one and the same agreement, and shall become
        binding when one or more counterparts have been signed by each of the parties
        hereto and delivered to each of the parties hereto.

      


      14.9.            Headings.  The
        headings of the Sections and the subsections of this Agreement are inserted
        for
        convenience of reference only and shall not constitute a part
        hereof.

      


      14.10.          Governing
        Law; Jurisdiction.  IN ALL RESPECTS, INCLUDING ALL MATTERS OF
        CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS
        ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
        WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND
        PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING
        CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
        AMERICA.  BUYER, SELLER, THE MEMBERS AND THE PRINCIPALS AGREE TO
        SUBMIT TO PERSONAL JURISDICTION AND TO WAIVE ANY OBJECTION AS TO VENUE IN
        THE
        COUNTY OF COOK, STATE OF ILLINOIS.  SERVICE OF PROCESS ON BUYER,
        SELLER, THE MEMBERS OR THE PRINCIPALS IN ANY ACTION ARISING OUT OF OR RELATING
        TO THIS AGREEMENT SHALL BE EFFECTIVE IF MAILED TO SUCH PARTY AT THE ADDRESS
        LISTED ABOVE.

      


      14.11.          Waiver
        of Jury Trial.  BECAUSE DISPUTES ARISING IN CONNECTION
        WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
        BY AN EXPERIENCED AND EXPERT PERSON, AND THE PARTIES WISH APPLICABLE STATE
        AND
        FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE
        THAT
        THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE
        LAWS.  THEREFORE TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
        THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT
        TO
        TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND
        ANY
        RIGHTS OR REMEDIES UNDER THIS AGREEMENT.


      
        
          
          

        

        
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      14.12.         
        Dispute Resolution.

      


      (a)           Dispute.  Any
        controversy, claim or dispute of whatever nature, whether at law or in equity,
        including claims for fraud in the inducement (including issues as to
        arbitrability), arising between Buyer and any of Seller, the Members and
        the
        Principals (each, a “Disputing Party”), under this Agreement or in
        connection with the transactions contemplated hereunder, including those
        arising
        out of or relating to the breach, termination, enforceability, scope, validity,
        or making of this Agreement, whether such claim existed prior to or arises
        on or
        after the Closing Date (a “Dispute”), shall be resolved by binding
        arbitration, unless the Disputing Parties otherwise agree.  The
        agreement to arbitrate contained in this section shall continue in full force
        and effect despite the expiration, rescission or termination of this
        Agreement.  Notwithstanding anything contained herein to the contrary,
        any disputes involving Incremental Revenue Payments shall be resolved pursuant
        to the provisions of Section 2.4.

      


      (b)           Arbitration;
        Submission to Jurisdiction.  Neither Disputing Party shall
        commence an arbitration proceeding pursuant to the provisions of this Agreement
        unless such Disputing Party shall first give a written notice (a “Dispute
        Notice”) to the other Disputing Party setting forth the nature of the
        Dispute.  The Dispute shall be determined by binding arbitration in
        Chicago, Illinois within 20 business days after receipt of a Dispute
        Notice.  The arbitration shall be conducted in accordance with the CPR
        Institute for Dispute Resolution (“CPR”) Rules for Non-Administered
        Arbitration (“CPR Rules”), subject to any modifications contained in this
        Agreement.  The Dispute shall be determined by one
        arbitrator.  The Disputing Parties shall agree upon the arbitrator
        within 10 business days after receipt of a Dispute Notice.  The
        arbitrator shall be a retired state or federal judge or an attorney with
        at
        least 15 years of business litigation experience.  The arbitrator
        shall be a “neutral” arbitrator and not appointed by either Disputing
        Party.  If the Disputing Parties are unable to agree upon the
        arbitrator within such period, the arbitrator shall be selected by CPR in
        accordance with the CPR Rules.  The arbitrator shall base the award on
        the “four corners” of the Agreement, and only when the answer to a Dispute is
        not contained therein, shall the arbitrator look to the governing law designated
        herein and judicial precedent in accordance with the terms hereof to resolve
        the
        Dispute.  Without limiting the foregoing, nothing herein contained
        shall be deemed to give the arbitrator any authority, power or right to change,
        modify, add to or subtract from this Agreement (except as expressly provided
        herein).

      


      (i)           The
        arbitrator shall have the authority to award any remedy or relief that a
        court
        of competent jurisdiction could order or grant, including equitable remedies,
        rescission, specific performance of any obligation created under the Agreement,
        the issuance of an injunction, or the imposition of sanctions for abuse or
        frustration of the arbitration process.  The arbitrator shall award to
        the prevailing party, if any, as determined by the arbitrators, all of such
        party’s reasonable expenses.

      


      (ii)           Discovery
        will be limited to an exchange of directly relevant documents and answers
        to
        interrogatories.  The arbitrator shall resolve any discovery
        disputes.  The arbitrator and counsel of record will have the power of
        subpoena process as provided by law.  The Disputing Parties knowingly
        and voluntarily waive their rights to have any Dispute tried and adjudicated
        by
        a judge or a jury.

      


      (iii)           The
        arbitration shall be governed by the substantive laws of the State of Illinois,
        applicable federal laws and the CPR Rules, regardless of laws that might
        otherwise govern under applicable principles of conflicts of laws
        thereof.  Judgment upon award rendered may be entered in any court
        having jurisdiction.


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      


      (iv)           Except
        as otherwise required by law or in court proceedings to enforce this Agreement
        or an award rendered hereunder or to obtain interim relief, the Disputing
        Parties and the arbitrator agree to keep confidential and not disclose to
        third
        parties any information or documents obtained in connection with the arbitration
        process, including the resolution of the Dispute.  If either Disputing
        Party fails to proceed with arbitration as provided in this Agreement, or
        unsuccessfully seeks to stay the arbitration, or fails to comply with the
        arbitration award, or is unsuccessful in vacating or modifying the award
        pursuant to a petition or application for judicial review, the other Disputing
        Party shall be entitled to be awarded fees and expenses (including reasonable
        attorneys’ fees) paid or incurred in successfully compelling such arbitration or
        defending against the attempt to stay, vacate or modify such arbitration
        award
        and/or successfully defending or enforcing the award.

      


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          38

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be
        executed the day and year first above written.


       

      
        	 	
                INTEGRATED
                  MARKETING SOLUTIONS, LLC

              
	 	 
	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	 	 
	 	
                MEDIWARE
                  INFORMATION SYSTEMS, INC.

              
	 	 
	 	 
	 	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              
	 	 	 
	 	 	 
	 	
                T.J.C.
                  INVESTMENTS, INC.

              
	 	 
	 	 
	 	
                By:

              	 
	 	 	
                Name:
                  Todd Collins

              
	 	 	
                Title:

              
	 	 	 
	 	 	 
	 	
                S.M.C.,
                  INC.

              
	 	 
	 	 
	 	
                By:

              	 
	 	 	
                Name:
                  Scott Ceccorulli

              
	 	 	
                Title:

              
	 	 	 
	 	 	 
	 	 	 
	 	
                TODD
                  COLLINS

              
	 	 	 
	 	 	 
	 	
                SCOTT
                  CECCORULLI