**Exhibit 2.2**

 

**AGREEMENT AND PLAN OF MERGER**

 

**THISAGREEMENT AND PLAN OF MERGER**(this “Agreement”) is entered into as of this 30th day ofNovember, 2004, by and among (i) SI International, Inc., a Delaware corporation(the “Buyer”), (ii) Bridge Technology Corporation, a Virginiacorporation (the “Company”), (iii) Joseph D. Gould, (iv) Ronald A.Dabbieri, (v) Christopher F. Dabbieri, (vi) Lauri Dabbieri, (vii) Thomas D.Gould, (viii) Gregory A. Gould, and (ix) Michelle G. McCall.  Each Person named in (iii) through (ix) aboveis referred to herein individually as a “Seller” and collectively as the“Sellers.”  The Buyer, the Companyand the Sellers are referred to herein individually as a “Party” andcollectively as the “Parties.” The capitalized terms used herein and not otherwise defined herein havethe meanings given to such terms as set forth in Appendix A hereto.

 

**WHEREAS**,promptly following the execution and delivery of this Agreement, the Buyershall incorporate a wholly-owned subsidiary under the laws of the Commonwealthof Virginia (the “Merger Sub”) for purposes of engaging in a merger (the“Merger”) with and into the Company in accordance with the VirginiaStock Corporation Act, as amended (the “VSCA”), and in accordance withthe terms hereof;

 

**WHEREAS**,the Board of Directors of the Company has approved and declared advisable thisAgreement and the Merger in accordance with the VSCA, and, subject to theconditions set forth herein, has approved and declared this Agreement advisableand in the best interests of its stockholders;

 

**WHEREAS**,the Sellers are the record and beneficial owners of all of the issued andoutstanding capital stock and other equity securities of the Company; and

 

**WHEREAS**,immediately following the execution and delivery of this Agreement, the Sellersintend to approve the Merger, this Agreement and the documents and transactionscontemplated hereby in an action by written consent of the shareholders of theCompany.

 

**NOW,THEREFORE**, in consideration of the premises and the mutualpromises herein made, and in consideration of the representations, warranties,and covenants herein contained, the Parties agree as follows:

 

# **ARTICLE ITHE MERGER**

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## 1.1                                 TheMerger.  At the Effective Time (asdefined in Section 1.2) and subject to and upon the terms and conditionsof this Agreement and the VSCA, (i) Merger Sub shall merge with and into theCompany, and the separate corporate existence of Merger Sub shall thereuponcease, (ii) the Company shall be the surviving corporation in the Merger(sometimes hereinafter referred to as the “Surviving Corporation”) andshall continue to be governed by Virginia Law as a wholly owned subsidiary ofBuyer, and (iii) the separate corporate existence of the Company with all ofits assets, property rights, privileges, immunities, powers and franchisesshall continue unaffected by the Merger, except as set forth in this Article I.

 

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## 1.2                                 EffectiveTime.  As promptly as practicableafter the satisfaction or, to the extent permitted hereunder, waiver of theconditions set forth in Articles VII and VIII, the Parties hereto shall causethe Merger to be consummated by (i) executing and filing with the StateCorporation Commission of the Commonwealth of Virginia on the Closing Date theArticles of Merger in such form as required by and executed in accordance withthe relevant provisions of the VSCA (the “Articles and Plan of Merger”),and (ii) making such other filings and taking such other actions as may berequired by Law to make the Merger effective hereinafter.  The Merger shall become effective at suchdate and time as the Articles and Plan of Merger is filed with the StateCorporation Commission of the Commonwealth of Virginia or at such later dateand time as may be permitted or required by the VSCA and specified in the Articlesand Plan of Merger by mutual agreement of Buyer and the Company (the date andtime the Merger becomes effective being the “Effective Time”).

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## 1.3                                 Effectof the Merger.  At the EffectiveTime, the effect of the Merger shall be as provided in this Agreement, theArticles and Plan of Merger and in the applicable provisions of the VSCA.  Without limiting the generality of theforegoing, and subject thereto, at the Effective Time all the assets, property,rights, privileges, immunities, powers and franchises of the Company and MergerSub shall vest in the Surviving Corporation, and all debts, liabilities andduties of the Company and Merger Sub shall become the debts, liabilities andduties of the Surviving Corporation.

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## 1.4                                 Articlesof Incorporation; Bylaws.  At theEffective Time and without any further action on the part of the Parties, (i)the Articles of Incorporation of Merger Sub shall be the Articles ofIncorporation of the Surviving Corporation until thereafter amended as providedby the VSCA, and (ii) the Bylaws of Merger Sub shall be the Bylaws of theSurviving Corporation until thereafter amended as provided by the VSCA.

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## 1.5                                 Directorsand Officers.  The directors ofMerger Sub immediately prior to the Effective Time shall be the initialdirectors of the Surviving Corporation, each to hold office in accordance withthe Articles of Incorporation and the Bylaws of the Surviving Corporation untiltheir respective successors are duly elected or appointed and qualified oruntil their earlier death, resignation or removal in accordance with theArticles of Incorporation and Bylaws of the Surviving Corporation.  The officers of Merger Sub immediately priorto the Effective Time shall be the initial officers of the SurvivingCorporation.

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## 1.6                                 Effectof Merger on Capital Stock.

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### (a)                                  Theaggregate maximum consideration (the “Merger Consideration”) to be paidin exchange for the acquisition by Buyer and Merger Sub of all outstandingCompany Common Stock and all outstanding unexpired and unexercised options, warrantsor other rights to acquire or receive any Company Common Stock, whether vestedor unvested, if any, shall be Thirty Million Dollars ($30,000,000), subject toadjustment as set forth in this Agreement. The Merger Consideration shall be comprised of (i) a post closingpayment in cash equal to Twenty-Seven Million Dollars ($27,000,000) (the “FirstPost-Closing Payment”), as adjusted pursuant to Section 1.8 hereof andas reduced pursuant to Section 1.9 hereof, without duplication, and (ii) apost closing payment in cash equal to Three Million Dollars ($3,000,000) (the “SecondPost-Closing Payment”), as adjusted pursuant to the terms and conditionshereof.  Subject to the terms andconditions of this Agreement, at the Effective Time, by virtue of the Mergerand without any

 

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### action on the part ofBuyer, Merger Sub, the holder of any shares of Company Common Stock, or theholder of any options, warrants or other rights to acquire or receive shares ofCompany Common Stock, subject to the provisions of this Article I, eachshare of Company Common Stock issued and outstanding immediately prior to theEffective Time (other than any shares of the Company Common Stock to becanceled pursuant to Section 1.6(c) and any Dissenting Shares as definedin and to the extent provided in Section 1.6(e)) will be convertedautomatically into (i) the right to receive, in accordance with this Section 1.6(a),an amount in cash equal to the First Pro Rata Post-Closing Amount plus (ii) theright to receive, in accordance with Section 1.7 hereof, an amount equalto the Second Pro Rata Post-Closing Amount, as adjusted.  Subject to the terms and conditions hereof,the First Pro Rata Post-Closing Amount shall be paid by the Buyer to eachholder of a share of Company Common Stock as of the Effective Time (each, a “Holder”)on the next business day following the Closing (subject to compliance with Section 1.12)in cash by the delivery to such Holder of immediately available funds.  The Second Pro Rata Post-Closing Amount shallbe paid by the Buyer to each Holder in accordance with Section 1.7 hereof.

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### (b)                                 Eachshare of Company Common Stock issued and outstanding immediately prior to theEffective Time shall automatically cease to be outstanding and shall becanceled and retired and shall cease to exist, and each Holder shall cease tohave any rights with respect thereto, except the right to receive his, her orits respective portion of the Merger Consideration as set forth in Section 1.6(a)above.

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### (c)                                  Eachshare of Company Common Stock, if any, held by the Company as treasury stock orowned by Buyer or Merger Sub, in each case immediately prior to the EffectiveTime, shall be canceled and extinguished without any conversion thereof, and nopayment or distribution shall be made with respect thereto.

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### (d)                                 Atthe Effective Time, by virtue of the Merger and without any action on the partof the Company, Merger Sub, the holder of any shares of Company Common Stock orthe holder of any shares of Merger Sub Common Stock, each share of Merger SubCommon Stock issued and outstanding immediately prior to the Effective Timeshall be automatically converted into one (1) validly issued, fully paid andnonassessable share of common stock of the Surviving Corporation, and all ofsuch shares, as converted, shall thereafter constitute all of the issued andoutstanding capital stock of the Surviving Corporation.  Each stock certificate of Merger Subevidencing ownership of any shares of Merger Sub Common Stock shall continue toevidence ownership of such shares of capital stock of the SurvivingCorporation.

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### (e)                                  Notwithstandinganything to the contrary contained in this Agreement, any shares of capitalstock of the Company that, as of the Effective Time, are or may become held bya “dissenter” within the meaning of Section 13.1-729 of the VSCA shall notbe converted into or represent the right to receive cash in accordance with Section 1.5of this Agreement, and the holder or holders of such shares shall be entitledonly to such rights as may be granted to such holder or holders under Article 15of the VSCA; provided, however, that if the status of the holder of any suchshares as a “dissenter” shall not be perfected, or if the holder of any suchshares shall lose such holder’s status as a “dissenter,” then, as of the laterof the Effective Time or the time of the failure to perfect such status or theloss of such status, such shares shall automatically be converted into andshall represent only the right to receive (upon the surrender

 

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### of the certificate orcertificates representing such shares) cash in accordance with this Agreement,without any interest thereon, and the holder of such share shall thereupon nolonger be a “dissenter”.  The Companyshall give the Buyer (i) prompt notice of any written demand received by theCompany prior to the Effective Time to require the Company to purchase sharesof capital stock of the Company pursuant to Article 15 of the VSCA and ofany other demand, notice or instrument delivered to the Company prior to theEffective Time pursuant to the VSCA and (ii) the opportunity to participate inall negotiations and proceedings with respect to any such demand, notice orinstrument.  The Company shall not makeany payment or settlement offer prior to the Effective Time with respect to anysuch demand unless the Buyer shall have consented in writing to such payment orsettlement offer.

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## 1.7                                 SecondPost-Closing Payment.

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### (a)                                  Subjectto the terms and conditions hereof, including without limitation, adjustment asset forth in Section 1.10(b) below and offset as set forth in Section 9.3below, each Holder shall receive the Second Pro Rata Post-Closing Amount on thedate that is eighteen (18) months after the Closing Date by the delivery tosuch Holder of immediately available funds; provided, however, inthe event that prior to eighteen (18) months after the Closing Date, theSurviving Corporation obtains a waiver and release from each of the Personslisted on Schedule 1.7 hereto in form and substance satisfactory tothe Buyer in its sole discretion and so long as no claim by a Buyer IndemnifiedParty for Damages under this Agreement (to the extent such claim results fromor arises out of the representations and warranties in Section 3.4 or theLetter Agreement set forth in Exhibit B or item 6 or 7 on Appendix B)is pending or has been paid or offset, then (x) a portion of the Second ProRata Post-Closing Payment, equal to Seven Hundred Twenty Thousand Dollars($720,000) divided by the Fully Diluted Share Number, shall be released andpaid early by the Buyer to each Holder on the date that is five (5) businessdays after the date of receipt by the Buyer of such executed and deliveredwaivers and releases and (y) the Second Post-Closing Payment shall be reducedby Seven Hundred Twenty Thousand Dollars ($720,000).

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### (b)                                 Notwithstandinganything herein contained to the contrary, as of the Closing, the Buyer’sobligation to pay the Second Pro Rata Post-Closing Amount to each Holder shallbe subordinate and subject in right of payment to the prior payment in full ofall Senior Obligations (as defined in the Subordination Agreement insubstantially the form attached hereto as Exhibit A, to be entered into asof the Closing Date by and among Maker, Holder and Wachovia Bank, NationalAssociation (the “Subordination Agreement”)) as further set forth in theSubordination Agreement, and the Second Pro Rata Post-Closing Amount shall besubject to the terms of the Subordination Agreement, and each Seller, bysigning this Agreement, agrees to execute and deliver the SubordinationAgreement on or prior to the Closing and agrees to take such action as may benecessary or appropriate to effectuate the subordination as provided in theSubordination Agreement.

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## 1.8                                 Adjustmentsto First Post-Closing Payment.

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### (a)                                  Atleast five (5) business days prior to the Closing, the Company and the Buyershall finalize an Estimated Closing Balance Sheet as of the Closing Date on apost-Closing basis (the “Estimated Closing Balance Sheet”), which shallbe prepared in accordance

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### with GAAP and consistentwith the principles and procedures used in preparing the Balance Sheet.

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### (b)                                 TheFirst Post-Closing Payment shall be reduced or increased, as indicated below,and without duplication, by the following amounts, if any, as set forth on theEstimated Closing Balance Sheet:  (i) theFirst Post-Closing Payment shall be reduced by the amount of any indebtednessof the Company for borrowed money as of the Closing Date and the amount of anyQualified Accounts Payable as of the Closing Date (“Indebtedness forBorrowed Money”); (ii) the First Post-Closing Payment shall be reducedby the amount of all liabilities not incurred in the ordinary course ofbusiness of the Company as of the Closing Date, including, without limitation,(x) any Employee Bonus Payments and any liability for severance and othercompensation provided or payable to employees or consultants of the Company inconnection with the Merger (and, in each case, any employer payroll Taxesthereon) and (y) any transaction fees and expenses related to the Merger andthe transactions contemplated hereby, including without limitation financial advisoryfees, legal fees and expenses, broker and finder fees and expenses ofaccountants (collectively, the “Non-Ordinary Course Liabilities”);(iii) the First Post-Closing Payment shall be reduced by the amount of theEstimated Working Capital Deficit, if any; and (iv) the First Post-ClosingPayment shall be increased by the amount of the Estimated Working CapitalSurplus, if any.  Such adjustments shallbe referred to herein collectively as the “Estimated Closing Adjustment”.  The Estimated Closing Adjustment shall bedetermined without regard to the limitations set forth in Sections 9.4 and 9.5hereof.

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### (c)                                  Atleast two (2) business days prior to the Closing, the Parties shall agree upona flow of funds memorandum which shall set forth all payments required to bemade by or on behalf of all Parties at the Closing, including for each suchpayment an identification of the payor, the payee, the amount and the wiretransfer information.

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## 1.9                                 EmployeeBonus Payments.  The Sellers shallset aside a portion of the First Post-Closing Payment on the due date thereof,to fund payments not to exceed Five Million ($5,000,000), to be made promptlyfollowing the Closing Date by the Company to certain employees and consultants(as described below) (the “Employee Bonus Payments”).  At least five (5) business days prior to theClosing, the Seller Representative shall deliver to the Buyer a list of suchemployees and consultants entitled to receive an Employee Bonus Payment and therespective amounts to be paid thereto. Prior to receiving such Employee Bonus Payment, such employee orconsultant shall deliver to the Company a release of the Company and the Buyerin form and substance reasonably agreed to by the Buyer and the SellerRepresentative.

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## 1.10                           Post-ClosingAdjustment.

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### (a)                                  Withinone hundred twenty (120) days following the Closing Date, the Buyer shallfurnish the Seller Representative with a balance sheet of the Company as of theClosing Date on a post-Closing basis (the “Closing Balance Sheet”)prepared in accordance with GAAP and consistent with the principles andprocedures used in preparing the Balance Sheet, which shall set forth theClosing Working Capital of the Company, the Indebtedness for Borrowed Money,the Non-Ordinary Course Liabilities and, as applicable, the Closing WorkingCapital Deficit or the Closing Working Capital Surplus (collectively, the “ClosingAdjustments”).

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### (b)                                 TheSeller Representative shall have a period of fifteen (15) days after receipt ofthe Closing Balance Sheet to notify the Buyer of its election to accept orreject the Closing Balance Sheet.  In thecase of a rejection, such notice must contain the reasons for such rejection inreasonable detail and must set forth the amount of the requestedadjustment.  In the event no notice isreceived by the Buyer during such fifteen (15) day period, the Closing BalanceSheet and any required adjustments resulting therefrom shall be deemed acceptedby the Seller Representative and the Sellers and final and binding on theParties hereto.  In the event that theSeller Representative shall timely reject the Closing Balance Sheet, the Buyerand the Seller Representative shall promptly (and in any event within thirty(30) days following the date upon which the Seller Representative shall rejectthe Closing Balance Sheet), attempt to make a joint determination of theClosing Adjustments and such determination and any required adjustmentsresulting therefrom shall be final and binding on the Parties hereto.

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### (c)                                  Inthe event the Seller Representative and the Buyer shall be unable to agree upona joint determination of Closing Adjustments within one hundred seventy (170)days from the Closing Date, then within one hundred eighty (180) days fromthe Closing Date, the Buyer and the Seller Representative shall submit thedispute to the Accounting Firm.  TheBuyer and the Seller Representative shall request that the Accounting Firmrender its determination prior to the expiration of two hundred forty (240) daysfrom the Closing Date and such determination and any required adjustmentsresulting therefrom shall be final and binding on all the Parties hereto.  The fees and expenses of the Accounting Firmshall be allocated to be paid by the Buyer and/or the Sellers, respectively,based upon the percentage which the portion of the contested amount not awardedto each party bears to the amount actually contested by such party, asdetermined by the Accounting Firm.

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### (d)                                 Ifthe Closing Working Capital as finally determined in accordance with theprovisions of this Section 1.10 is less than the Estimated WorkingCapital, then the amount of the difference shall be paid by the Sellers to theBuyer, in proportion to their respective First Pro Rata Post-Closing Amounts,as an adjustment to the Merger Consideration by wire transfer in immediatelyavailable funds within seven (7) days after such determination.  If the Closing Working Capital as finallydetermined in accordance with the provisions of this Section 1.10 is morethan the Estimated Working Capital, then the amount of the difference shall bepaid by the Buyer to the Sellers as an adjustment to the Merger Considerationby wire transfer in immediately available funds in proportion to theirrespective First Pro Rata Post-Closing Amounts within seven (7) days after suchdetermination; provided, however, the aggregate amount paid bythe Buyer pursuant to this Section 1.10(d) shall not be more than OneMillion Five Hundred Thousand Dollars ($1,500,000), such amount adjusted dollar-for-dollar,as applicable, (x) upwards by the amount of any Estimated Working CapitalDeficit or (y) downwards by the amount of any Estimated Working CapitalSurplus.

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### (e)                                  Ifthe Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilitiesdetermined pursuant to this Section 1.10 exceed the Indebtedness forBorrowed Money and/or the Non-Ordinary Course Liabilities, respectively, setforth on the Estimated Closing Balance Sheet, such excess shall be paid as anadjustment to the First Post-Closing Payment by the Sellers to the Buyer bywire transfer in immediately available funds within seven (7) days after suchdetermination.  If the Indebtedness forBorrowed Money and/or the Non-Ordinary Course Liabilities determined pursuantto this Section 1.10 are less than the

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### Indebtedness for BorrowedMoney and/or the Non-Ordinary Course Liabilities, respectively, set forth onthe Estimated Closing Balance Sheet, such deficit shall be paid as an adjustmentto the First Post-Closing Payment by the Buyer to the Sellers, in proportion totheir respective First Pro Rata Post-Closing Amounts, by wire transfer inimmediately available funds within seven (7) days after such determination.  The adjustments described in Sections 1.10(d)and (e) shall be referred to collectively as the “Post-Closing Adjustment”.  If either Party does not so pay to the otherParty by the due date, such amounts shall be deemed Damages under Article IXhereof, which Damages together with interest at a rate of eight percent (8%)per annum shall be paid in full without regard to the limitations set forth inSections 9.4 and 9.5 hereof.

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## 1.11                           StockOptions and Warrants.  As of theEffective Time, any options to purchase Company Common Stock (“Company StockOptions”) and any warrants to purchase Company Common Stock (“CompanyWarrants”) shall terminate and be cancelled without payment of anyconsideration therefor.  Buyer shallneither assume any options or warrants nor be required by the terms of thisAgreement to replace any options or warrants with comparable options orwarrants.  The Company shall terminateall stock option plans and other stock or equity-related plans of the Companyprior to the Effective Time, and neither Buyer nor the Surviving Corporationshall have any liability or obligation thereunder.

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## 1.12                           Surrenderof Certificates.

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### (a)                                  ExchangeProcedures.  If (1) at least two (2)business days prior to the Closing Date Buyer has received the following fromany holder of record of a certificate or certificates that immediately prior tothe Effective Time represented outstanding shares of Company Common Stock to beexchanged pursuant to Section 1.6 (the “Certificates”): (x) aphotocopy or facsimile of such Certificate or Certificates, (y) a photocopy orfacsimile of a letter of transmittal in form and substance reasonablyacceptable to the Buyer and the Seller Representative (the “Letter ofTransmittal”), duly completed and validly executed in accordance with theinstructions thereto, and (z) a photocopy or facsimile of the executedSubordination Agreement and such other documents as may be reasonably requiredpursuant to the instructions set forth in the Letter of Transmittal, and (2) inconnection with the Closing, Buyer receives an original Certificate orCertificates, a duly executed Letter of Transmittal, and such other documentsas may be reasonably required pursuant to the instructions in the Letter ofTransmittal, then in accordance with such Letter of Transmittal Buyer shalldeliver to such holder in exchange therefor the applicable Merger Considerationin accordance with the terms hereof, and the Certificate so surrendered shallforthwith be canceled.  If Buyer hasreceived such materials from any such holder later than two (2) business daysprior to the Closing Date, then Buyer shall deliver to such holder in exchangetherefor the applicable Merger Consideration no later than two (2) businessdays after such receipt or two (2) business days after the date on which such MergerConsideration is otherwise due hereunder in accordance with the terms hereof,whichever is later.  No interest shall bepaid or accrued on any Merger Consideration. Until so surrendered, each Certificate shall, after the Effective Time,represent for all purposes only the right to receive the applicable MergerConsideration in respect of the shares of Company Common Stock represented bysuch Certificate.  Any holder of CompanyCommon Stock who has not complied with this Article I shall be entitled tolook only to Buyer (subject to abandoned property, escheat or other similarLaws) only as a general creditor thereof with

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### respect to the applicableMerger Consideration payable in respect of such shares of Company Common Stock,without any interest thereon.

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### (b)                                 NoLiability.  Notwithstanding anythingto the contrary in this Agreement, none of the Buyer, Merger Sub or theSurviving Corporation shall be liable to a holder of a Certificate for anyapplicable Merger Consideration or any other amount due that was properlydelivered to a public official pursuant to any applicable abandoned property,escheat or similar Law.

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### (c)                                  Withholdingof Tax.  Buyer will be entitled todeduct and withhold from the consideration otherwise payable pursuant to thisAgreement to any holder of Company Common Stock such amounts as Buyer (or anyAffiliate thereof) shall determine in good faith that they are required todeduct and withhold with respect to the making of such payment under the Codeor any provision of federal, state, local or foreign Tax Law.  To the extent that amounts are so withheld byBuyer, such withheld amounts will be treated for all purposes of this Agreementas having been paid to the holder of the Company Common Stock in respect ofwhom such deduction and withholding were made by Buyer.

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### (d)                                 Lost,Stolen or Destroyed Certificates.  Inthe event any Certificates shall have been lost, stolen or destroyed, Buyershall issue in exchange for such lost, stolen or destroyed Certificates, uponthe making of an affidavit of that fact by the holder thereof, the applicableMerger Consideration; provided, however, that Buyer may, in itsdiscretion and as a condition precedent to the issuance thereof, require theholder of such lost, stolen or destroyed Certificates to deliver a bond in suchsum as Buyer may reasonably direct as indemnity against any claim that may bemade against Buyer with respect to the Certificates alleged to have been lost,stolen or destroyed.

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## 1.13                           FurtherOwnership Rights in Company Stock. The applicable Merger Consideration issued upon the surrender forexchange of Company Common Stock in accordance with the terms of this Article Ishall be deemed to have been issued in full satisfaction of all rightspertaining to such Company Common Stock. At the Effective Time, the stock transfer books of the Company shall beclosed, and thereafter there shall be no further registration or transfers ofshares of Company Common Stock on the records of the Surviving Corporation.

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## 1.14                           FurtherAction.  If at any time after theEffective Time the Surviving Corporation shall consider or be advised that anydeeds, bills of sale, assignments or assurances or any other acts or things arenecessary, desirable or proper (i) to vest, perfect or confirm, of recordor otherwise, in the Surviving Corporation its right, title or interest in, toor under any of the rights, privileges, powers, franchises, properties orassets of either the Company or Merger Sub, or (ii) otherwise to carry outthe purposes of this Agreement, the Surviving Corporation and its properofficers and directors or their designees shall be authorized to execute anddeliver, in the name and on behalf of either the Company or Merger Sub, allsuch deeds, bills of sale, assignments and assurances and do, in the name andon behalf of the Company or Merger Sub, all such other acts and thingsnecessary, desirable or proper to vest, perfect or confirm its rights, title orinterest in, to or under any of the rights, privileges, powers, franchises,properties or assets of the Company or Merger Sub, as applicable, and otherwiseto carry out the purposes of this Agreement.

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# **ARTICLE IICLOSING**

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## 2.1                                 Timeand Place of the Closing.  TheClosing shall take place at the offices of Shaw Pittman LLP, 1650 TysonsBoulevard, 14th Floor, McLean, Virginia, as soon as practicablefollowing the satisfaction or waiver of the conditions set forth in ArticlesVII and VIII hereof and in any event within three (3) business days thereafter,or on such other date as the Buyer, Merger Sub and the Company may mutuallydetermine.

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## 2.2                                 Deliveries.  At the time of the Closing, (i) the Companyand each of the Sellers will deliver to the Buyer the various certificates,instruments, and documents referred to in Section 7.12 below, and (ii) theBuyer and the Merger Sub will deliver to the Sellers the certificates,instruments and documents referred to in Section 8.4 below.

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## 2.3                                 SellerRepresentative.

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### (a)                                  EachSeller and each stockholder of the Company, by virtue of the adoption of thisAgreement and approval of the Merger by the holders of Company Common Stock(regardless of whether or not all stockholders vote in favor of or consent tothe adoption of this Agreement and the approval of the Merger and thetransactions contemplated hereby, and regardless of whether at a meeting or inan action by written consent in lieu thereof), designates Joseph D. Gould andRonald A. Dabbieri (each, a “Seller Committee Representative” andtogether with any successors, the “Seller Representative”) as his, heror its joint representatives for purposes of this Agreement.  There shall not at any time be more or lessthan two (2) Seller Committee Representative. The Seller Committee Representatives, acting jointly, shall be deemedthe Seller Representative hereunder, and all actions required or permitted tobe approved by, and taken by, the Seller Representative shall be deemedapproved if and only if approved unanimously by the Seller CommitteeRepresentatives.  The holders of CompanyCommon Stock and their respective successors shall be bound by any and allactions taken by the Seller Representative on their behalf under or otherwiserelating to this Agreement and the other documents contemplated hereby and thetransactions contemplated hereunder and thereunder as if such actions wereexpressly ratified and confirmed by each of them in writing.  The Seller Representative shall not be liableto any holder of Company Common Stock for any act done or omitted to be done asSeller Representative absent bad faith or gross negligence.  In the event any Seller CommitteeRepresentative is unable or unwilling to serve or shall resign, a successorSeller Committee Representative shall be selected by the holders of a majorityof the shares of Company Common Stock outstanding immediately prior to theClosing.  A Seller CommitteeRepresentative may not resign, except upon 30 days prior written notice toBuyer and Merger Sub.  In the event of anotice of proposed resignation, or any death, disability or other replacementof a Seller Committee Representative, a successor shall be appointed effectiveimmediately thereafter (and, in the case of a death of a Seller CommitteeRepresentative, the successor shall be deemed to be the executor or otherrepresentative of such Seller Committee Representative’s estate) and Buyer andMerger Sub shall be notified promptly of such appointment by the other SellerCommittee Representative.  Noresignation, nor any other replacement, of any Seller Committee Representativeis effective against the Buyer or Merger Sub until selection of a successor andprior written notice to the Buyer and Merger Sub of such selection (suchconsent not to be unreasonably withheld). Each successor Seller Committee

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### Representative shall haveall the power, rights, authority and privileges hereby conferred upon theoriginal Seller Committee Representative.

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### (b)                                 TheBuyer and Merger Sub shall be entitled to rely upon any actions, communicationor writings taken, given or executed by the Seller Representative on behalf ofthe Sellers.  All communications orwritings to be sent to the holders of Company Common Stock pursuant to this Agreementmay be addressed to the Seller Representative and any communication or writingso sent shall be deemed notice to all of the holders of Company Common Stockhereunder.  The adoption and approval ofthis Agreement by the holders of the Company Common Stock shall constitute theconsent and agreement of each of the holders of Company Common Stock that theSeller Representative is authorized to accept deliveries, including any notice,on behalf of each holder of Company Common Stock pursuant hereto.

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### (c)                                  TheSeller Representative is hereby appointed and constituted the true and lawfulattorney-in-fact of each holder of Company Common Stock, with full power ofsubstitution in such holder’s name and on such holder’s behalf to act accordingto the terms of this Agreement and the other documents contemplated hereby inthe absolute discretion of the Seller Representative; and in general to do allthings and to perform all acts including, without limitation, executing anddelivering all agreements, certificates, receipts, instructions, notices andother instruments contemplated by or deemed advisable in connection with thisAgreement and the other documents contemplated hereby, including withoutlimitation Article IX hereof.  Thispower of attorney and all authority hereby conferred is granted subject to theinterest of the other holders of Company Common Stock hereunder and inconsideration of the mutual covenants and agreements made herein, and shall beirrevocable and shall not be terminated by any act of any Seller, by operationof law, whether by such holder’s death or disability or by any other event.

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### (d)                                 EachSeller Committee Representative hereby acknowledges and agrees to serve as aSeller Committee Representative in accordance with the applicable terms hereofand to be bound by such terms.  At Buyer’srequest, each Stockholder Committee Representative shall enter into anagreement in form and substance reasonably satisfactory to Buyer and the SellerCommittee Representatives in which each Seller Committee Representativeacknowledges and agrees to serve as a Seller Committee Representative and to bebound by the applicable terms of this Agreement.

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# **ARTICLE IIIREPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY**

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As a material inducementto the Buyer to enter into this Agreement and to consummate the transactionscontemplated hereby, the Company and each of the Management Sellers, jointlyand severally, represents and warrants to the Buyer, as of the date hereof andas of the Closing, except as set forth on the disclosure schedule deliveredby the Sellers herewith (the “Seller Disclosure Schedule”), as follows:

 

## 3.1                                 Organizationand Corporate Power.  The Company isa corporation duly organized, validly existing and in good standing under thelaws of the Commonwealth of Virginia and the Company is qualified to dobusiness and in good standing in the State of

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## Maryland and each otherjurisdiction where the character or location of its assets or its properties owned,leased or operated by it, or the nature of its activities makes suchqualification necessary, except to the extent that the failure to so qualify orbe in good standing has not had and could not reasonably be expected to have aMaterial Adverse Effect.  All suchjurisdictions in which the Company is qualified are set forth on Schedule 3.1.  The Company has full corporate power andauthority necessary to own and operate its properties, to conduct its businessas conducted, and to perform its obligations under Contracts to which it is aparty or by which it is bound.  TheCompany has provided the Buyer with true, correct and complete copies of thestock records and minute books of the Company and such records reflect thatevery material transaction of the Company has been duly approved or ratified bythe Company.  The minute books of theCompany contain a materially complete and accurate summary of all meetings ofdirectors or stockholders or actions by written consent since the time ofincorporation of the Company.  TheCompany has not taken any corporate action without the approval or ratificationof the board of directors or stockholders where such action required theapproval of the board of directors or stockholders under the VSCA.  The stock ledger or stock records of theCompany to be delivered to Buyer prior to Closing pursuant to Section 7.12(g)shall accurately reflect all transactions involving the capital stock of theCompany.  The Company is not in defaultunder or in violation of any provision of its Articles of Incorporation orBylaws or any resolution adopted by the Company’s stockholders or board ofdirectors.

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## 3.2                                 Authorityfor Agreement.  The Company has fullpower, authority and legal right to enter into and perform its obligationsunder this Agreement and the other documents contemplated hereby to which theCompany is or will be a party and to consummate the transactions contemplatedhereby and thereby.  For purposes of thisAgreement, the Letter Agreement, attached hereto as Exhibit B (the “LetterAgreement”), shall be deemed to be a document contemplated hereby.  The board of directors of the Company has (a)unanimously approved the Merger, this Agreement and the other documentscontemplated hereby and the transactions contemplated hereby and thereby andauthorized the execution, delivery and performance of this Agreement and theother documents contemplated hereby and the consummation of the transactionscontemplated hereby and thereby, (b) resolved to recommend approval andadoption by the stockholders of the Merger, this Agreement and the otherdocuments contemplated hereby and the transactions contemplated hereby andthereby and (c) not withdrawn or modified such approval or resolution torecommend.  No other corporateproceedings on the part of the Company or, immediately following the executionand delivery of this Agreement, any stockholder of the Company are, or will be,necessary to approve and authorize the execution, delivery and performance ofthis Agreement and the other documents contemplated hereby and the consummationof the transactions contemplated hereby and thereby.  This Agreement and the other documentscontemplated hereby have been duly executed and delivered by the Company and arelegal, valid and binding obligations of the Company, enforceable against it inaccordance with their respective terms, except as enforceability may be limitedby applicable bankruptcy, insolvency, reorganization, moratorium or othersimilar laws affecting the enforcement of creditors’ rights in general.  The affirmative vote of two-thirds of allissued and outstanding shares of Company Common Stock, voting as a singleclass, is the only vote of stockholders of the Company necessary to approve andauthorize the Merger, this Agreement and the other documents contemplatedhereby and the other transactions contemplated hereby and thereby (the “RequiredVote”).  As of the date hereof, theholders of the Company Common Stock that are parties to this Agreement own(beneficially and of record)

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## and have the right tovote, in the aggregate, 100% of the total issued and outstanding Company CommonStock.

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## 3.3                                 NoViolation to Result.  Except as setforth on Schedule 3.3, the execution, delivery and performance bythe Company of this Agreement and the other documents contemplated hereby andthe consummation by the Company of the transactions contemplated hereby andthereby and the fulfillment by the Company of the terms hereof and thereof, donot and will not, directly or indirectly (with or without notice or lapse oftime):  (i) violate, breach, conflictwith, constitute a default under, accelerate or permit the acceleration of theperformance required by (x) any of the terms of the Certificate of Incorporationor Bylaws of the Company or any resolution adopted by the board of directors ofthe Company or stockholders of the Company, or (y) any note, debt instrument,security agreement, mortgage or any other Contract to which the Company is aparty or by which it is bound, or (z) any law, judgment, decree, order, rule,regulation, permit, license or other legal requirement of any GovernmentAuthority applicable to the Company; (ii) give any Person the right to declarea default, exercise any remedy or accelerate the performance or maturity underany such Contract or cancel, terminate or modify any such Contract; (iii) giveany Government Authority or other Person the right to challenge any of thetransactions contemplated by this Agreement; (iv) give any Government Authoritythe right to revoke, withdraw, suspend, cancel, terminate or modify, any permitor license that is held by the Company or that otherwise relates to the Company’sbusiness or to any of the assets owned or used by the Company; or (v) result inthe creation or imposition of any Encumbrance, possibility of Encumbrance, orrestriction in favor of any Person upon the Company Common Stock or, except forany Permitted Encumbrance, any of the properties or assets of the Company,except with respect to Section 3.3(i)(y) above any such violations,breaches, conflicts, defaults or acceleration as are immaterial.  Other than as set forth on Schedule 3.3,no notice to, filing with, or consent of, any Person is necessary in connectionwith, and no “change of control” provision is triggered by, the execution,delivery or performance by the Company of this Agreement and the otherdocuments contemplated hereby or the consummation by the Company of thetransactions contemplated hereby or thereby.

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## 3.4                                 Capitalization.

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### (a)                                  Theauthorized capital stock of the Company consists of 10,000 shares of CompanyCommon Stock, all of which have been issued and are outstanding.  There are no shares of the Company’s capitalstock held in the Company’s treasury.  Schedule 3.4(a)sets forth the names of the Company’s stockholders, the addresses of theCompany’s stockholders in their respective states of legal residence and thenumber of shares of Company Common Stock owned of record and beneficially byeach of such stockholders.

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### (b)                                 Allof the issued and outstanding shares of capital stock of the Company have beenduly authorized and validly issued, and are fully paid and non-assessable.  Except as set forth on Schedule 3.4(b),no restrictions on transfer, repurchase option, preemptive rights or rights offirst refusal exist with respect to any shares of capital stock of the Company,and no such rights arise by virtue of or in connection with the transactionscontemplated hereby; and, to the extent permitted by Law, the Sellers havewaived (or hereby waive) any and all such rights.

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### (c)                                  Thereis no:  (i) outstanding subscription,option, call, warrant or right (whether or not currently exercisable) toacquire or sell or issue, or otherwise relating to, any

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### shares of the capitalstock or other securities of the Company; (ii) outstanding security, instrument orobligation that is or may become convertible into or exchangeable for anyshares of the capital stock or other securities of the Company; (iii) Contract under which the Company is or may becomeobligated to sell or otherwise issue any shares of its capital stock or anyother securities; or (iv)condition or circumstance that may give rise to or provide a basis for theassertion of a claim by any Person to the effect that such Person is entitledto acquire or receive any shares of capital stock or other securities of theCompany.  There are no outstanding stockappreciation, phantom stock, profit participation or other similar rights withrespect to the Company.

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### (d)                                 Exceptas set forth on Schedule 3.4(d), there are no proxies, votingrights, stockholders agreements or other agreements or understandings withrespect to the voting or transfer of the capital stock of the Company.  Other than those violations that have beenwaived prior to the date hereof and with respect to which the Company has nofurther liability, all shares of Company Common Stock have been issued incompliance with (i) all applicable federal and state securities laws and otherapplicable legal requirements, and (ii) any pre-emptive rights, rights of firstrefusal or other requirements set forth in applicable Contracts.  Any shares of capital stock or othersecurities repurchased, redeemed or otherwise reacquired by the Company werevalidly reacquired in compliance with (A) the applicable provisions of thecorporate law of the Commonwealth of Virginia and all other applicable Laws,and (B) any requirements set forth in applicable Contracts.  The Company is not obligated to redeem orotherwise acquire any of its outstanding shares of capital stock.

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### (e)                                  TheCompany has no (i) direct or indirect debt, equity or other investment orinterest in any Person or any joint venture or (ii) except as set forth on Schedule 3.4(e),strategic alliance or teaming agreements with any Person (either pursuant to awritten Contract or a Contract in the process of being negotiated).  The Company has no commitments to contributeto the capital of, make loans to or share losses of, any Person (eitherpursuant to a written Contract or a Contract in the process of beingnegotiated).

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## 3.5                                 FinancialStatements.

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### (a)                                  Schedule 3.5(a)includes true, complete and correct copies of (i) the Year-End Financialsand (ii) the Interim Financials.  Each ofthe Financial Statements (including in all cases the notes thereto, if any) isconsistent with the Company’s books and records (which, in turn, accurately andfairly reflect in reasonable detail the transactions and dispositions of assetsof the Company), presents fairly the Company’s financial condition and resultsof operations as of the times and for the periods referred to therein, and hasbeen prepared in accordance with GAAP (subject, in the case of InterimFinancials, to normal and recurring year-end adjustments which shall not bematerial in the aggregate, and the absence of notes).  During the periods covered by the FinancialStatements and since the Balance Sheet Date, there has been no material changein the Company’s accounting policies. There have been no material transactions involving the business of theCompany which properly should have been set forth in the Financial Statementsand which have not been materially accurately so set forth.  Schedule 3.5(a) sets forth a listof any off-balance sheet financing arrangements of the Company and anynon-operating assets, prepaid items and deposits.  Since December 31, 2001, the Company’saccounting firm has not informed the Company that it has any materialquestions, challenges or

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### disagreements regardingor pertaining to the Company’s accounting policies or practices.  The Company has made available to the Buyercopies of each management letter or other letter delivered to the Company byits accounting firm in connection with the Financial Statements or relating toany review by such accounting firm of the internal controls of the Company.

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### (b)                                 Schedule 3.5(b)provides an accurate and complete breakdown and aging of all accountsreceivable, notes receivable and other receivables of the Company as of theBalance Sheet Date.  Except as set forthin Schedule 3.5(b), all existing accounts receivable of the Company(including those accounts receivable reflected on the Balance Sheet that havenot yet been collected and those accounts receivable that have arisen since theBalance Sheet Date and have not yet been collected) (i) represent validobligations of customers of the Company arising from bona fide transactionsentered into in the ordinary course of business, and (ii) are current and willbe collected in full, without any counterclaim or set off, when due (and in noevent later than ninety (90) days after the Closing Date) net of any allowancefor doubtful accounts set forth on the Closing Balance Sheet.  Except as disclosed on Schedule 3.5(b),no Person has any Encumbrance (other than a Permitted Encumbrance) on suchreceivables or any part thereof, and no agreement for deduction, free goods,discount or other deferred price or quantity adjustment shall have been madewith respect to any such receivables.

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### (c)                                  Schedule 3.5(c)identifies the revenues received from each customer of the Company and fromeach other Person from whom the Company generated revenues in the fiscal yearended December 31, 2003 and in the first nine (9) months of 2004.  Except as set forth on Schedule 3.5(c),no such customer has terminated or threatened in writing to terminate itsrelationship with the Company or has during the last twelve (12) monthsmaterially decreased, limited or otherwise changed the terms and conditions forthe purchase of goods or services from the Company, or threatened in writing todo so.

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### (d)                                 Theaccounts, books and records of the Company have recorded therein in allmaterial respects the results of operations and the assets and liabilities ofthe Company and each of its Subsidiaries, required to be reflected underGAAP.  To the knowledge of the Companyand the Management Sellers, the Company maintains a system of accounting andinternal controls sufficient in all material respects to provide reasonableassurances that (i) transactions are executed with management’s authorization;(ii) transactions are recorded as necessary to permit preparation of thefinancial statements of the Company and to maintain accountability for theCompany’s assets; (iii) access to the Company’s assets is permitted only inaccordance with management’s authorization; (iv) the reporting of the Company’sassets is compared with existing assets at regular internals and appropriate actionis taken with respect to any differences; and (v) accounts, notes and otherreceivables and inventory are recorded accurately, and proper and adequateprocedures are implemented to effect the collection thereof on a current andtimely basis.  To the knowledge of theCompany and the Management Sellers, there are no significant deficiencies ormaterial weaknesses in the design or operation of internal controls overfinancial reporting that would reasonably be expected to adversely affect theCompany’s ability to record, process, summarize and report financialinformation, and there is no fraud, whether or not material, that involvesmanagement or, to the knowledge of the Company or any Management Seller, otheremployees who have a significant role in the Company’s internal controls andthe Company has provided to Buyer copies of any written materials relating tothe foregoing.

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## 3.6                                 Liabilities.  Except as disclosed on Schedule 3.6,there are no Liabilities of the Company, other than:  (i) liabilities reflected on the BalanceSheet and not previously paid or discharged; and (ii) Liabilities incurredafter the Balance Sheet Date arising in the ordinary course of business andconsistent with past practice and (iii) immaterial Liabilities in an aggregateamount not greater than $20,000 (none of which in any case results from, arisesout of, relates to, is in the nature of or was caused by any breach ofcontract, breach of warranty, tort, infringement or violation of law).  The Company is not a guarantor or otherwiseliable for any Liabilities of any other Person other than endorsements forcollection in the ordinary course of business. Schedule 3.6 provides an accurate and complete breakdown andaging as of the Balance Sheet Date of (i) all accounts payable of the Company,and (ii) all notes payable of the Company and all indebtedness of the Companyfor borrowed money.

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## 3.7                                 AdverseChanges.  Except as set forth on Schedule 3.7,since December 31, 2003, the Company has not:  (i) suffered a Material Adverse Effect or anyeffect, event or change which individually or in the aggregate would reasonablybe expected to have a Material Adverse Effect; (ii) suffered any theft, damage,destruction, or casualty loss in excess of $50,000, to its assets or business(whether or not covered by insurance) or suffered any destruction of its booksand records; (iii) disclosed any confidential information (other thanpursuant to agreements requiring the recipient to maintain the confidentialityof, and preserving all rights of the Company in, such confidential information)the disclosure of which would have a Material Adverse Effect; (iv) madeany capital expenditures that aggregate in excess of $200,000; (v) taken anyaction, omitted any action or entered into any agreement or understandingwhich, if taken, omitted or entered into during the period from the date ofthis Agreement until the Closing Date, would constitute a breach or violationof Section 6.2 hereof; or (vi) committed or agreed to any of the foregoingset forth in (i) through (v) above.

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## 3.8                                 EmployeeBenefit Plans.

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### (a)                                  Schedule 3.8(a) lists: (i) each plan fund, program, agreement or arrangement for theprovision of executive compensation, deferred or incentive compensation, profitsharing, stock bonus, bonus, stock option, stock purchase, termination, salarycontinuation, employee assistance, supplemental retirement, severance,vacation, sickness, disability, death, fringe benefit, insurance, medical orother benefits (whether provided through insurance, on a funded or unfundedbasis, or otherwise) to any current or former employee, director, consultant orindependent contractor, or any dependent, survivor or beneficiary with respectto any of the foregoing, which is maintained, administered or contributed to(directly or indirectly through a professional employer organization orotherwise) by the Company or any ERISA Affiliate of the Company, whether or notlegally binding; (ii) each Employee Pension Benefit Plan which has beenmaintained, administered or contributed to (directly or indirectly through aprofessional employer organization or otherwise) by the Company or any ERISAAffiliate in the past six (6) years (the “Pension Plans”); and(iii) each Employee Welfare Benefit Plan which is currently maintained,administered or contributed to (directly or indirectly through a professionalemployer organization or otherwise) by the Company or any ERISA Affiliate (suchplans, together with Employee Welfare Benefit Plans which were previouslymaintained, administered or contributed to by the Company or an ERISAAffiliate, collectively, the “Welfare Plans”) (collectively, allarrangements described in this Section 3.8(a) are hereinafter referred toas the “Benefit Plans”).

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### (b)                                 EachPension Plan which is intended to qualify under Section 401(a) of the Codeso qualifies (i) with respect to the form of its plan documents and (ii) inoperation and each related trust is exempt from taxation under Code Section 501(a).  Each Benefit Plan (and each related trust,insurance contract or fund) has been administered in all material respects inaccordance with its governing instruments and all applicable Laws, includingbut not limited to, ERISA and the Code. No Pension Plan has ever held Company Common Stock or other Companysecurities. No Pension Plan has ever been merged with or accepted Code Section 414(1)transfers from another Employee Pension Benefit Plan.

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### (c)                                  Allcontributions, premiums or other payments due under the terms of each BenefitPlan or required by applicable Law have been made within the time due.  All unpaid amounts attributable to any suchBenefit Plan for any period prior to the Closing Date will be accrued on the Company’sconsolidated books and records in accordance with GAAP.

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### (d)                                 Therehave been no Prohibited Transactions with respect to any Benefit Plan whichcould result in Liability to the Company, its ERISA Affiliates, or, to theknowledge of the Company or any of the Management Sellers, any of theirrespective employees.  There has been nobreach of fiduciary duty (including violations under Part 4 of Title I ofERISA) with respect to any Benefit Plan which could result in Liability to theCompany, its ERISA Affiliates or, to the knowledge of the Company or any of theManagement Sellers, any of their respective employees.  No action, suit, proceeding, hearing orinvestigation relating to any Benefit Plan (other than routine claims forbenefits) is pending or, to the knowledge of the Company or any ManagementSeller, has been threatened, and neither the Company nor any Management Sellerhas knowledge of any fact that would reasonably be expected to form the basisfor such action, suit, proceeding, hearing or investigation.  No matters are currently pending with respectto any Benefit Plan under the Employee Plans Compliance Resolution Systemmaintained by the IRS or any similar program maintained by any other GovernmentAuthority.

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### (e)                                  Exceptas set forth in Schedule 3.8(g), neither the Company, nor any ERISAAffiliate has ever sponsored, maintained, contributed to, had any obligation tocontribute to, or had any other Liability under or with respect to any EmployeePension Benefit Plan covered by Title IV of ERISA, Section 302 of ERISA orSection 412 of the Code.  Neitherthe Company nor any ERISA Affiliate has ever had any Liability under or withrespect to any “multiemployer plan” as defined in ERISA Section 3(37) orany “multiple employer welfare arrangement” as defined in Section 3(40)(A)of ERISA.

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### (f)                                    Neitherthe Company, nor any ERISA Affiliate has ever sponsored, maintained,administered, contributed to, had any obligation to contribute to, or had anyother Liability under or with respect to any Employee Welfare Benefit Planwhich provides health, life or other coverage for former directors, officers oremployees (or any spouse or former spouse or other dependent thereof), otherthan benefits required by COBRA.

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### (g)                                 Neitherthe Company, nor any ERISA Affiliate has ever maintained a “voluntary employeesbeneficiary association” within the meaning of Section 501(c)(9) of theCode or any other “welfare benefit fund” as defined in Section 419(e) ofthe Code.

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### (h)                                 Allreports and information relating to each Benefit Plan required to be filed witha Government Authority have been timely filed and are accurate in all material

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### respects; all reports andinformation relating to each such Benefit Plan required to be disclosed orprovided to participants or their beneficiaries have been timely disclosed orprovided, and there are no restrictions on the right of the Company or anyERISA Affiliate to terminate or decrease (prospectively) the level of benefitsunder any Benefit Plan after the Closing Date without Liability to anyparticipant or beneficiary thereunder.

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### (i)                                     Therehas been delivered to Buyer, with respect to each Benefit Plan, thefollowing:  (i) a copy of the annualreport (if required under ERISA) with respect to each such Scheduled BenefitPlan for the last three (3) years (including all schedules and attachments);(ii) a copy of the summary plan description, together with each summary ofmaterial modification required under ERISA with respect to such Benefit Plan;(iii) a true and complete copy of each written Benefit Plan and, withrespect to Pension Plans, each written plan document and all amendments theretowhich have been adopted since the inception of such plan; (iv) all trustagreements, insurance contracts, and similar instruments with respect to eachfunded or insured Benefit Plan; (v) copies of all nondiscrimination andtop-heavy testing reports for the last three (3) plan years with respect toeach Benefit Plan that is subject to nondiscrimination and/or top-heavytesting; and (vi) any investment management agreements, administrativeservices contracts or similar agreements relating to the ongoing administrationand investment of any Benefit Plan.

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### (j)                                     EachERISA Affiliate is identified on Schedule 3.8(j).

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### (k)                                  EachBenefit Plan sponsored by the Company is terminable at the discretion of suchentity with no more than ninety (90) days advance notice and without materialcost to such entity.  The Company may,without material cost, withdraw their employees, directors, officers andconsultants from any Benefit Plan which is not sponsored by such entity.  No Benefit Plan has any provision which couldincrease or accelerate benefits or any provision which could increase Liabilityto the Company or the Buyer as a result of the transactions contemplatedhereby, alone or together with any other event. No Benefit Plan imposes withdrawal charges, redemption fees, contingentdeferred sales charges or similar expenses triggered by termination of the planor cessation of participation or withdrawal of employees thereunder. Noofficer, director, agent or employee of the Company or any ERISA Affiliate hasmade any oral or written representation which is inconsistent with the terms ofany Benefit Plan which may be binding on such plan, the Company or any ERISAAffiliate.

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### (l)                                     Neitherthe Company nor any ERISA Affiliate sponsors, maintains, or contributes to anonqualified deferred compensation plan within the meaning of Code Section 409A.

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## 3.9                                 EmployeeMatters.

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### (a)                                  Schedule 3.9(a)(i)contains a complete and correct list of all employees of the Company, theirrespective titles as of the date hereof (the “Company Employees”), the2004 compensation paid or payable to each such employee, the date and amount ofeach such employee’s most recent salary increase, the date of employment ofeach such employee and the accrued vacation time and sick leave or other paidtime off of each such employee.  Exceptas set forth on Schedule 3.9(a)(ii), (i) the terms ofemployment or engagement of all directors, officers, Company Employees, agents,consultants and professional advisers of the Company are such that

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### their employment orengagement may be terminated at will with notice given at any time and withoutLiability for payment of compensation or damages, (ii) there are noseverance payments which are or could become payable by the Company to any suchperson under the terms of any oral or written agreement or commitment or any Law,custom, trade or practice, (iii) there are no other agreements, contractsor commitments, oral or written, between the Company and any such person, (iv)as of the date hereof, except as set forth on Schedule 3.9(a)(iii)and except for employees the Buyer has notified the Company that it does notintend to retain, to the knowledge of the Company or any Management Seller, noexecutive officer or material number of management level or senior technicalemployees of the Company has any plans to terminate his, her or theiremployment or relationship with the Company and (v) to the knowledge ofthe Company or any Management Seller, there are no agreements between anyCompany Employee and any other Person which would restrict, in any manner, suchPerson’s ability to perform services for the Company or the Buyer or the rightof any of them to compete with any Person or the right of any of them to sellto or purchase from any other Person.

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### (b)                                 TheCompany has not, nor has it ever been, bound by or subject to (and none of itsassets or properties are bound by or subject to) any arrangement with any laborunion or other collective bargaining representative.  No employee of the Company is or has everbeen represented by any labor union or covered by any collective bargaining agreementwhile employed by the Company and no campaign to establish such representationis in progress.  With respect to theCompany, there is no pending or, to the knowledge of the Company or anyManagement Seller, threatened (i) strike, slowdown, picketing, workstoppage or employee grievance process, (ii) material charge, grievanceproceeding or other claim against or affecting the Company relating to thealleged violation of any law pertaining to labor relations or employmentmatters, including any charge or complaint filed by an employee or union withthe National Labor Relations Board, the Equal Employment Opportunity Commissionor any comparable Government Authority, (iii) union organizationalactivity or other labor or employment dispute against or affecting the Company,or (iv) application for certification of a collective bargaining agent.

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### (c)                                  Exceptas set forth on Schedule 3.9(c), the Company is and has been inmaterial compliance with all applicable Laws respecting employment andemployment practices, terms and conditions of employment, and wages and hours,including, without limitation, any such laws regarding employmentdocumentation, equal employment opportunities, fair employment practices, plantclosings and mass layoffs, sexual harassment, discrimination based on sex,race, disability, health status, pregnancy, religion, national origin, age orother tortious conduct, workers’ compensation, family and medical leave, theImmigration Reform and Control Act, and occupational safety and health requirements,and the Company has not engaged in any unfair labor practice.  The Company is not nor has it been liable forthe payment of any compensation, damages, taxes, fines, penalties or otheramounts, however designated, for failure to comply with any of theforegoing.  All Persons classified by theCompany as independent contractors do satisfy and have satisfied therequirements of law to be so classified, and the Company has fully andaccurately reported its compensation on IRS Forms 1099 when required to doso.  No individual who has performedservices for or on behalf of the Company and who has been treated by theCompany as an independent contractor, is classifiable as a “leased employee”within the meaning of Section 414(n)(2) of the Code with respect to theCompany.

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### (d)                                 Tothe knowledge of the Company or any Management Seller, no third party hasclaimed or has reason to claim that any person employed by or affiliated withthe Company has (i) violated any of the terms or conditions of hisemployment, non-competition, non-solicitation or non-disclosure agreement withsuch third party, (ii) disclosed or utilized any trade secret orproprietary information or documentation of such third party, or (iii) interferedin the employment relationship between such third party and any of its presentor former employees.  To the knowledge ofthe Company or any Management Seller, no person employed by or affiliated withthe Company has employed or has proposed to employ any trade secret or anyinformation or documentation proprietary to any former employer or violated anyconfidential relationship which such person may have had with any third party,in connection with the development, manufacture or sale of any Product orproposed Product or the development or sale of any service or proposed serviceof the Company.

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### (e)                                  Schedule 3.9(e)lists all the Company Employees who are currently on leave relating towork-related injuries and/or receiving disability benefits under any BenefitPlan.

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## 3.10                           Taxes.

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### (a)                                  TheCompany has filed (or has had filed on its behalf) on a timely basis all TaxReturns it is required to have filed. All such Tax Returns are correct and complete in all respects.  All Taxes required to have been paid by theCompany (whether or not shown on any Tax Return) have been paid on a timelybasis.  No claim has ever been made (inwriting to the Company or, to the knowledge of the Company or any ManagementSeller, in any other communication) by a Government Authority in a jurisdictionwhere the Company does not file Tax Returns that it is or may be subject totaxation by that jurisdiction.  TheCompany has not commenced activities in any jurisdiction which will result inan initial filing of any Tax Return with respect to Taxes imposed by aGovernment Authority that it had not previously been required to file in theimmediately preceding taxable period. The Company has not requested or obtained any extension of time withinwhich to file any Tax Return, which Tax Return has not since been filed.  There are no Encumbrances (other thanPermitted Encumbrances) on any of the assets of the Company that arose inconnection with any failure (or alleged failure) to pay any Tax.

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### (b)                                 TheCompany has complied in all respects with all applicable Laws, rules andregulations relating to withholding Taxes and has, within the time and mannerprescribed by law, withheld from employee wages and paid over to the properGovernment Authority all amounts required to have been so withheld and paid.

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### (c)                                  Tothe knowledge of the Company or any Management Seller, there are no existingcircumstances which reasonably would be expected to result in the assertion ofany claim for Taxes against the Company by any Government Authority withrespect to any period for which Tax Returns have been filed or Tax is requiredto have been paid.  There is no audit orother proceeding presently pending or threatened with regard to any Tax or TaxReturn of (i) the Company or (ii) any Seller relating to the Company.  The Company has not received a written rulingfrom or entered into a written agreement with a Government Authority relatingto any Tax if such ruling or agreement could have a continuing effect with respectto any taxable period for which the Company has not filed a Tax Return. Noissue has been raised by any Government Authority with respect to Taxes of theCompany in any prior examination which, by application

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### of the same or similarprinciples, would reasonably be expected to result in a proposed deficiency forany other taxable period.

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### (d)                                 Noagreement, waiver or other document or arrangement extending, or having theeffect of extending, the period for assessment or collection of Taxes (including,but not limited to, any applicable statute of limitation), has been executed orfiled with any Government Authority by or on behalf of the Company that hascontinuing effect; and no power of attorney with respect to any Tax matterrelating to the Company is currently in force.

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### (e)                                  TheCompany has not filed any consent or entered into any agreement under Section 341(f)of the Code with respect to any of its assets.

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### (f)                                    TheCompany is not a party to any contract, agreement, plan or arrangement requiringit to make payments to any person that would be a “parachute payment” (withinthe meaning of Section 280G of the Code) by reason of the consummation ofthe transactions contemplated by this Agreement.  The Company is not a party to any agreement,contract, arrangement or plan that will result, separately or in the aggregate,in the payment (within the meaning of Section 280G of the Code) of anyemployee remuneration after the Closing Date that would be a “parachute payment”within the meaning of Section 280G of the Code.

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### (g)                                 TheCompany has not made or agreed to make, and is not required to make, any changein method of accounting of the Company used by it in any Tax Return filed bythe Company which would require the Company to make an adjustment to its incomepursuant to Section 481(a) of the Code (or any similar provision) on anyTax Return for any taxable period for which the Company has not yet filed a TaxReturn; and neither is there any application pending with any GovernmentAuthority requesting permission for the Company to make any change in anyaccounting method, nor has the Company received any notice that a GovernmentAuthority proposes to require a change in method of accounting used in any TaxReturn which has been filed by the Company.

###  

### (h)                                 TheCompany is not and has not been a party to any Tax allocation, Tax sharing orsimilar agreement or arrangement.  TheCompany (i) has not been a member of an “affiliated group” (within the meaningof Section 1504 of the Code) filing a consolidated federal income TaxReturn, and (ii) has no Liability for Taxes owing by any other Person,including, without limitation (A) under Treasury Regulation Section 1.1502-6(or any similar provision of state, local, or foreign law), (B) as a transfereeor successor, or (C) by contract.

###  

### (i)                                     TheCompany has not taken any action not in accordance with past practice thatwould have the effect of deferring a measure of Tax from a period (or portionthereof) ending on or prior to the Closing Date to a period (or portionthereof) beginning after the Closing Date. The Company has no deferred income or Tax Liability arising out of anytransaction, including without limitation, any (i) intercompany transaction (asdefined in Treasury Regulation Section 1.1502-13), or (ii) the disposal ofany property in a transaction accounted for under the installment methodpursuant to Section 453 of the Code, except to the extent adequatelyreserved for on its Balance Sheet.

###  

### 20

### 

###  

### (j)                                     Schedule 3.10(j)identifies all Tax Returns that the Company has filed and the taxable periodcovered by each such Tax Return, and identifies those Tax Returns or periodsthat have been audited or are currently the subject of an audit by a GovernmentAuthority.  The Company has provided tothe Buyer complete and accurate copies of all of the following materials thatrelate to Tax periods ending after January 1, 2000:  (A) all income Tax Returns filed by or withrespect to the Company, (B) all elections relating to Taxes which havecontinuing effect for taxable years ending after the Closing Date filed by oron behalf of the Company with any Government Authority (other than electionswhich are included in or apparent from Tax Returns referred to in A above), (C)all examination reports relating to Taxes of the Company, and (D) allstatements of Taxes assessed against the Company.  To the extent requested, the Company has madeavailable to Buyer complete and accurate copies of all Tax documents.

###  

### (k)                                  TheCompany has not been a United States real property holding corporation withinthe meaning of Code Section 897(c)(2) at any time during the precedingfive (5) years.

###  

### (l)                                     Noproperty owned by the Company is (i) property required to be treated as beingowned by another Person pursuant to the provisions of Section 168(f)(8) ofthe Internal Revenue Code of 1954, as amended and in effect immediately priorto the enactment of the Tax Reform Act of 1986, (ii) “tax-exempt use property”within the meaning of Section 168(h)(1) of the Code or (iii) is “tax-exemptbond financed property” within the meaning of Section 168(g) of the Code.

###  

### (m)                               TheCompany has not constituted either a “distributing corporation” or a “controlledcorporation” within the meaning of Section 355(a)(1)(A) of the Code in adistribution qualifying (or intended to qualify) under Section 355 of theCode (or so much of Section 356 as relates to Section 355).

###  

### (n)                                 TheCompany has at all times since its incorporation been a “small businesscorporation” within the meaning of Section 1361(b) of the Code and has hadin effect at all times during its existence a valid election under Section 1362(a)of the Code, and has validly been treated in a similar manner for purposes ofthe income tax laws of all states in which it has been subject to taxationwhere such treatment is legally available.

###  

### (o)                                 TheCompany has not had at any time any “net unrealized built-in gain” within themeaning of Section 1374(d) of the Code that would give rise to taxationpursuant to Section 1374 of the Code (or comparable provisions of statelaw) if all of the assets of the Company were disposed of as of the ClosingDate at their respective fair market values.

###  

### (p)                                 Neitherthe Company nor any Management Seller knows or has reason to believe, afterconsultation with tax counsel, that the Buyer’s acquisition of the Company’scapital stock pursuant to this Agreement would not qualify as a “qualifiedstock purchase” within the meaning of Section 338 of the Code and TreasuryRegulations thereunder, as to which an election properly may be made under Section 338(h)(10).

###  

### 21

### 

###  

## 3.11                           Property.

##  

### (a)                                  TheCompany owns no real property.  Schedule 3.11(a)sets forth an accurate and complete list of all real property leased by theCompany or to which the Company may have any leasehold rights (collectively,the “Facilities”).  True, completeand correct copies of all leases of real property listed on Schedule 3.11(a)have been delivered to the Buyer.  Allleases set forth on Schedule 3.11(a) are in full force and effectand constitute valid and binding agreements of the Company and, to theknowledge of the Company or any of the Management Sellers, the other party orparties thereto in accordance with their respective terms.

###  

### (b)                                 Schedule 3.11(b)sets forth an accurate list of all owned and leased personal property includedon the Balance Sheet and all other personal property owned or leased by theCompany (i) as of the Balance Sheet Date, or (ii) acquired since theBalance Sheet Date, in the case of (i) and (ii) valued in excess of FiveThousand Dollars ($5,000).  True,complete and correct copies of all leases of personal property and equipmentlisted on Schedule 3.11(b) have been delivered to the Buyer.  All of the personal property listed on Schedule 3.11(b),other than personal property that is immaterial to the Company’s operations, isin good working order and condition, ordinary wear and tear excepted.  All personal property used by the Company iseither owned by the Company or leased under an agreement listed on Schedule 3.11(b).  All leases set forth on Schedule 3.11(b)are in full force and effect and constitute valid and binding agreements of theCompany and, to the knowledge of the Company or any of the Management Sellers,the other party or parties thereto in accordance with their respective terms.

###  

### (c)                                  TheCompany has good and marketable title to the Company’s assets, free and clearof any and all Encumbrances and defects in title (other than Permitted Encumbrances).  To the knowledge of the Company or any of theManagement Sellers, the Company’s assets, taken together, are adequate andsufficient for the operation of its business as currently conducted .  There are no facts or conditions affectingthe Company’s assets which could, individually or in the aggregate, reasonablybe expected to interfere in any material respect with the use, occupancy oroperation thereof as currently used, occupied or operated, or their adequacyfor such use.

###  

## 3.12                           Contracts.

##  

### (a)                                  Schedule 3.12sets forth an accurate and complete list of each Material Contract.  To the knowledge of the Company or any of theManagement Sellers, no Material Contract has been breached or cancelled by theother party, and neither the Company nor any Management Seller has anyknowledge of any anticipated breach by any other party to any Material Contract(with or without notice or lapse of time). The Company has performed all the obligations required to be performedby it in connection with the Material Contracts and is not in default under orin breach of any Material Contract, and no event has occurred which with thepassage of time or the giving of notice or both would result in a default orbreach thereunder.  The Company has nopresent expectation or intention of not fully performing any obligationpursuant to any Material Contract.  EachMaterial Contract is legal, valid, binding, enforceable and in full force andeffect, except as enforceability may be limited by applicable bankruptcy,insolvency, reorganization, moratorium or other similar laws affecting theenforcement of creditors’ rights in general, and shall continue as suchfollowing the consummation of the transactions contemplated hereby.  No Material Contract obligates the Company toprocess,

###  

### 22

### 

###  

### manufacture or deliverproducts or perform services that, to the knowledge of the Company or anyManagement Seller, shall result in a loss to the Company upon completion ofperformance.

###  

### (b)                                 TheCompany has provided the Buyer with a true and correct copy of all writtenMaterial Contracts which are required to be disclosed on Schedule 3.12,in each case together with all amendments, waivers or any other changes thereto(all of which are disclosed on Schedule 3.12).  Schedule 3.12 contains anaccurate and complete description of all material terms of all oral MaterialContracts.

###  

## 3.13                           Litigation.  Except as set forth on Schedule 3.13,there is no litigation, suit, proceeding, action, claim, demand or investigation,at law or in equity, pending or, to the knowledge of the Company or anyManagement Seller, threatened against or affecting the Company before anycourt, agency, authority or arbitration tribunal.  To the knowledge of the Company or anyManagement Seller, there are no facts that would reasonably likely result inany such litigation, suit, proceeding, action, claim or investigation.  The Company is not subject to or in defaultwith respect to any notice, order, writ, injunction or decree of any GovernmentAuthority or arbitration tribunal.

##  

## 3.14                           Compliancewith Laws.  The Company has compliedand is currently in compliance in all material respects with all Laws,regulations, rules, orders, permits, judgments, decrees and other requirementsand policies imposed by any Government Authority, and each act’s respectiveregulations.  Neither the Company, norany Seller, nor any of the employees, partners, principals, agents or assigneesof the Company or any Seller have committed (or taken any action to promote orconceal) any violation of the Foreign Corrupt Practices Act, 15 U.S.C. sections78dd-1, -2.  The Company has alllicenses, permits, approvals, qualifications or the like, from any Government,Government Authority or Person necessary for the conduct of its business asconducted (other than immaterial licenses, permits, approvals, qualificationsor the like required by any state or local Government or Government Authority),all such items are in full force and effect and the Company is and has at all timesbeen in compliance with the terms thereof. Schedule 3.14 sets forth all licenses and permits held bythe Company which terminate or become renewable at any time prior to the firstanniversary of the date of this Agreement. Except as set forth on Schedule 3.14, there are no facts orcircumstances in existence which are reasonably likely to prevent the Companyfrom renewing each such license and permit. The Company has not received any notice or citation for noncompliancewith any of the foregoing in this Section 3.14, and, to the knowledge ofthe Company or any of the Management Sellers, there exists no condition,situation or circumstance, nor has there existed such a condition, situation orcircumstance, which, after notice or lapse of time, or both, would constitutenoncompliance with or give rise to future Liability with regard to any of theforegoing in this Section 3.14.

##  

## 3.15                           GovernmentContracts.

##  

### (a)                                  Schedule 3.15(a)lists all Government Contracts and Government Bids as of November 22,2004, including the name and number of the Government Contract and theapplicable solicitation name and number for the Government Bid; the name of theother contracting party; the name of the Government Authority that is thecustomer (if different from the contracting party); for task orders anddelivery orders, the name and number of the Government Contract (including anyblanket purchase agreement) under which the order was issued or the GovernmentBid was submitted; the date the Government Contract was awarded;

###  

### 23

### 

###  

### and the scheduled enddate of the Government Contract.  Exceptas set forth on Schedule 3.15(a), the Company has not entered intoany Government Contract that has not been closed out or submitted any outstandingGovernment Bid that remains outstanding. The Company has made available to the Buyer correct and complete copiesof all Government Contracts and outstanding Government Bids.  All Government Contracts constitute valid andbinding obligations of the Company and, to the knowledge of the Company and theManagement Sellers, of the other party or parties thereto, and are fullyenforceable in accordance with their terms, except as enforceability may belimited by applicable bankruptcy, insolvency, reorganization, moratorium orother similar laws affecting the enforcement of creditors’ rights ingeneral.  To the extent required withrespect to any of the Government Contracts that have not been closed out,except as set forth on Schedule 3.15(a), the Company has obtainedeach novation or other consents from any Government Authority for (or hasprovided notice of) the assignment or transfer to the Company of all right,title and interest in and to such Government Contract.

###  

### (b)                                 Schedule 3.15(b)sets forth, as of October 31, 2004, for each Government Contract, eachproject with a firm order whereby the contractual value of work not yetperformed (funded or unfunded) exceeds $25,000; the contractual value of suchwork not yet performed thereunder as of such date; and any dollar amountsincluded that are not yet funded.

###  

### (c)                                  Withrespect to each Government Contract or Government Bid, (i) the Company hascomplied in all material respects with all terms and conditions of suchGovernment Contract, including all provisions incorporated by reference or byoperation of law therein, (ii) the Company has complied in all materialrespects with all requirements of all Laws pertaining to such GovernmentContract, (iii)  all representations and certifications executed by theCompany pertaining to such Government Contract or Government Bid were completeand correct in all material respects as of their effective date and the Companyhas complied with all representations and certifications, (iv) the Company hasnot submitted any materially inaccurate, untruthful or misleading cost orpricing data, certification, bid, proposal, report, invoice, claim, or otherinformation to a Government Authority, prime contractor, subcontractor, vendoror any other Person relating to any Government Contract or Government Bid,(v) neither a Government Authority nor any prime contractor,subcontractor, or any other Person has notified the Company, either in writingor orally, that the Company has materially breached or violated any law, certification,representation, clause, provision or requirement pertaining to such GovernmentContract or Government Bid, (vi) no cancellation, termination forconvenience, termination for default, suspension, stop work order, cure notice,or show cause notice is currently in effect nor, to the knowledge of theCompany or any Management Seller, is any such action being proposed orthreatened, pertaining to such Government Contract, (vii) no cost claimedor proposed by the Company pertaining to any Government Contract or GovernmentBid is the subject of any audit or investigation nor, to the knowledge of theCompany or any Management Seller, has any such audit or investigation beenthreatened, (viii) no Management Seller nor the Company has informationthat any option with respect to such Government Contract will not be exercisedor that any Government Contract will be terminated, cancelled, or willotherwise come to an end prior to the end of its stated term (including alloption periods), (ix) there are no pending recommendations by any Governmentauditor that any cost claimed by the Company is unallowable, and (x) allamounts previously charged to or presently carried as chargeable to anycost-reimbursable Government Contract are allowable pursuant to 48 C.F.R. Part31.  The Company is not in receipt orpossession of any competitor or Government 

###  

### 24

### 

###  

### Authority’s proprietaryor procurement sensitive information under circumstances where there is reasonto believe that such receipt or possession is unlawful or unauthorized.  The Company has not misused or disclosed anyclassified information or any records subject to the Privacy Act (5 U.S.C. § 552a).

###  

### (d)                                 Neitherthe Company nor any of the Company’s directors, officers, employees, or (to theknowledge of the Company or any Management Seller) any consultants or agents isor has, during the past two (2) years, been under administrative, civil orcriminal investigation, indictment or information by any Government Authority.  During the past three (3) years, the Companyhas not conducted or initiated any internal investigation or made a voluntarydisclosure to any Government Authority with respect to any alleged act oromission arising under or relating to a Government Contract or Government Bid.

###  

### (e)                                  Schedule 3.15(e)lists each draft and final audit report received by the Company during the pastthree (3) years with respect to the audit by any Government Authority of anyGovernment Contract or of any indirect cost, other cost or cost accountingpractice of the Company.  The Company hasmade available to the Buyer correct and complete copies of each such report.

###  

### (f)                                    Thereexist (i) no unresolved delivery or unresolved performance problems withrespect to any Government Contract, (iii) no claims or disputes between theCompany and any Government Authority or between the Company and any primecontractor, subcontractor, vendor, or other Person, in each case arising underor relating to any Government Contract or Government Bid, (iv) no circumstancesin which the Company or any other party to a Government Contract hasterminated, cancelled or waived any material term or condition of anyGovernment Contract, (v) no projected cost overruns on any of the GovernmentContracts and (vi) to the knowledge of the Company or any ManagementSeller, no circumstances in which the Company has an interest in any pending orpotential claim against any Government Authority or any prime contractor,subcontractor or vendor arising under or relating to any Government Contract orGovernment Bid.

###  

### (g)                                 Nomoney due to the Company in an amount in excess of $50,000 pertaining to anyGovernment Contract has been withheld or set off nor has any claim been made towithhold or set off money in an amount in excess of $50,000 and the Company isentitled to all progress payments received with respect thereto, and theCompany has not received nor expects to receive any requests with respect toany Government Contract for equitable adjustment.

###  

### (h)                                 TheCompany has neither been disqualified, debarred, or suspended fromparticipation in the award of contracts with the Government or any GovernmentAuthority (excluding for this purpose ineligibility to bid on certain contractsdue to generally applicable bidding requirements) nor, to the knowledge of theCompany or any Management Seller, are there facts or circumstances that wouldwarrant the institution of disqualification, suspension, or debarmentproceedings or the finding of nonresponsibility or ineligibility on the part ofthe Company or any director, officer, or employee of the Company.

###  

### (i)                                     TheCompany’s cost accounting, estimating proposal and indirect rate proposal,confidential and classified information access and maintenance, time-keepingand labor

###  

### 25

### 

###  

### charging, wageclassification and Fair Labor Standards Act exemption, and procurement systemsand the associated entries reflected in the Company’s financial statements withrespect to the Government Contracts and Government Bids are in compliance inall material respects with all applicable laws and Government Contractprovisions, including, without limitation, applicable cost principles andapplicable cost accounting standards.

###  

### (j)                                     Schedule 3.15(j)contains a complete and correct list of all government-owned property at theCompany’s facilities provided under, necessary to perform the obligationsunder, or for which the Company is accountable under the GovernmentContracts.  All such government-ownedproperty is administered, maintained, identified, tracked, used, managed,accounted for and disposed of in accordance with a government-approved propertymanagement system and is in the condition described therein.

###  

### (k)                                  TheCompany has delivered or made available to the Buyer copies of all writtennegative past performance evaluations, comments or reviews by any GovernmentAuthority or any other Person in connection with any Government Contract whichcopies were received by or made accessible to the Company in the last three (3)years.

###  

### (l)                                     Eachemployee, agent, consultant, or representative of the Company required topossess a Government security clearance (“Security Clearance”) to engagein the performance of any Government Contract currently possesses a validSecurity Clearance, and to the knowledge of the Company or any ManagementSeller, has not taken or failed to take any action which would result in thetermination of such valid Security Clearance, and has possessed such SecurityClearance since the date it was required.

###  

### (m)                               Exceptas set forth in Schedule 3.15(m), none of the Company’s currentGovernment Contracts was based in part on the Company’s status as a smallbusiness (including without limitation, a small disadvantaged business (“SDB”),a woman-owned small business (“WOSB”), or a Small BusinessAdministration (“SBA”) Section 8(a) program participant).  The Company is not claiming eligibility as asmall business, including eligibility as an SDB, a WOSB or Section 8(a)Program participant, with respect to any pending Government Bid. The Companyhas never been the subject of an SBA certificate of competency, sizedetermination, size protest, size appeal or a review of eligibility for SDB or8(a) status after initial entry into such program.

###  

### (n)                                 Exceptfor those liens listed on Schedule 3.15(n), made in accordance with31 U.S.C. § 3727 (as amended), otherwise known as the Assignment of ClaimsAct, and 41 U.S.C. § 15 (as amended), otherwise known as the Assignment ofContracts Act, the Company has not assigned or otherwise conveyed ortransferred, or agreed to assign, convey, or transfer to any Person, any right,title or interest in or to any of the Government Contracts or Government Bids,or any account receivable relating thereto, whether as a security interest orotherwise.

###  

### (o)                                 Alltechnical data, computer software and computer software documentation (as thoseterms are defined under the Federal Acquisition Regulation and its supplementalregulations) developed, delivered, or used under or in connection with theGovernment Contracts have been in all material respects properly andsufficiently marked and protected so that no more than the minimum rights orlicenses required under applicable regulations and Government Contract terms,if any, have been provided.  All disclosures,

###  

### 26

### 

###  

### elections, and noticesrequired by applicable regulations and contract terms to protect ownership ofinventions developed, conceived or first actually reduced to practice underGovernment Contracts have been in all material respects made and provided.

###  

### (p)                                 Schedule 3.15(p)sets forth all of the Company’s contingent fee agreements relating to itsGovernment sales and marketing efforts. Except as set forth in Schedule 3.15(p), each sucharrangement has been properly disclosed to the appropriate GovernmentAuthority.

###  

## 3.16                           Environmentaland Safety Matters.  The Company hasconducted its business in compliance in all material respects with allapplicable Environmental Laws.  None ofthe properties currently or, to the knowledge of the Company or any ManagementSeller, formerly owned or operated by the Company contain any HazardousSubstance in amounts exceeding the levels permitted by applicable EnvironmentalLaws.  The Company has not received anynotices, demand letters or requests for information from any GovernmentAuthority or other Person, which has not heretofore been resolved with suchGovernment Authority or other Person, indicating that the Company may be inviolation of, or liable under, any Environmental Law.  There are no civil, criminal oradministrative actions, suits, demands, claims, hearings, investigations orproceedings pending or, to the knowledge of the Company or any ManagementSeller, threatened against the Company relating to any violation, or allegedviolation, of any Environmental Law.  Noreports have been filed, or are required to be filed, by the Company concerningthe Release of any Hazardous Substance or the threatened or actual violation ofany Environmental Law which have not heretofore been resolved.  No Hazardous Substance has been disposed of,Released or transported in violation of any applicable Environmental Law fromany properties owned by the Company.  Noremediation or investigation of Hazardous Substances is occurring at anyproperty owned or operated, or formerly owned or operated, by the Company.  The Company and any of its properties arenot, to the knowledge of the Company or any Management Seller, subject to anyliabilities or expenditures (fixed or contingent) relating to any suit,settlement, court order, administrative order, regulatory requirement, judgmentor claim asserted or arising under any Environmental Law.

##  

## 3.17                           Insurance.  Schedule 3.17 lists and brieflydescribes each insurance policy maintained by, on behalf of, for the benefit ofor at the expense of the Company and any claims made thereunder.  The Company has provided copies to the Buyerof all such insurance policies.  All ofsuch insurance policies are in full force and effect, and the Company is notnor has it ever been in default with respect to its obligations under any suchinsurance policies and the Company has never been denied insurancecoverage.  The Company is current in allof its premiums for its insurance policies. Neither the Company nor any Management Seller knows of any threatenedtermination of, or material premium increase in excess of industry norms withrespect to, any such policies.  TheCompany has no self-insurance or co-insurance programs.

##  

## 3.18                           IntellectualProperty.

##  

### (a)                                  TheCompany has sole title to and ownership of, or possesses legally enforceablerights to use under valid and subsisting written license agreements, allCompany Intellectual Property Rights, and the Company has not misappropriated,is not in conflict with and is not infringing upon the Intellectual PropertyRights of any Person.  The Company is thesole and exclusive owner of the Company Intellectual Property Rights free andclear of any

###  

### 27

### 

###  

### Encumbrances or otherrights or claims of others, except for rights or claims arising from PermittedEncumbrances, Third Party Intellectual Property Rights and rights granted bythe Company to third parties to use the Company Intellectual Property Rightspursuant to license agreements.  To theknowledge of the Management Sellers, none of the Company Intellectual PropertyRights is being infringed by activities, products or services of, or is beingmisappropriated by, any third party.

###  

### (b)                                 Schedule 3.18(b)lists or describes (i) all registered and pending applications for registrationof Company Intellectual Property Rights; (ii) all written agreements pursuantto which the Company is permitted to use Third Party Intellectual PropertyRights excluding commercial-off-the shelf products that are used pursuant to ashrink wrap or other similar agreements; and (iii) all material agreements orother arrangements under which the Company has provided or agreed to provide ormake available object or source code to any Product to any Person, including,without limitation, to end-users (other than End-User Licenses); and (iv) eachMaterial Contract, other than a Material Contract entered into by the Companyin the ordinary course of business, pursuant to which the Company has grantedto any Person any rights with respect to any Company Intellectual PropertyRights.  The Company has made availableto the Buyer correct and complete copies of all registrations and applicationsand all licenses, sublicenses and agreements (excluding shrink wrap licenseagreements) relating to the Company Intellectual Property Rights, each asamended to date.  The Company is not aparty to any oral license, sublicense or other agreement which, if reduced towritten form, would be required to be listed in Schedule 3.18(b)under the terms of this Section 3.18(b).

###  

### (c)                                  Exceptas set forth in Schedule 3.18(c), with respect to each materialitem of Third Party Intellectual Property Rights, there are no royalty,commission or other executory payment agreements, arrangements orunderstandings relating to such item.

###  

### (d)                                 TheCompany has made available to the Buyer copies of the Company’s standard formsof end-user license agreements (“End-User Licenses”).  Except as set forth in Schedule 3.18(d),to the knowledge of the Company and the Management Sellers, there are nomaterial errors, omissions, issues or defects in the Products.  Except as set forth in Schedule 3.18(d),the Company has not made any material oral or written representations orwarranties with respect to its Products or services.

###  

### (e)                                  TheCompany has used reasonable efforts to protect and enforce its trade secretsand otherwise to safeguard and maintain the secrecy and confidentiality of allCompany Intellectual Property Rights. Except as set forth on Schedule 3.18(e), all officers,employees and consultants of the Company who have had access to proprietaryinformation or Company Intellectual Property Rights have executed and deliveredto the Company agreements (copies of which have been provided to the Buyer) tomaintain the confidentiality of the Company Intellectual Property Rights and toassign to the Company all Intellectual Property Rights arising from theservices performed for the Company by such persons.  No current or prior officers, employees orconsultants of the Company have claimed any ownership interest in any CompanyIntellectual Property Rights as a result of having been involved in thedevelopment of such property while employed by or consulting to the Company, orotherwise.  To the knowledge of theCompany or any Management Seller, there has been no violation of anyconfidentiality or nondisclosure agreement relating to the Company IntellectualProperty Rights.  Except as set

###  

### 28

### 

###  

### forth in Schedule 3.18(e)and except for the Third Party Intellectual Property Rights, all CompanyIntellectual Property Rights have been developed by employees of the Company,within the course and scope of their employment.

###  

### (f)                                    Exceptas set forth on Schedule 3.18(f), no Federal, state, local or othergovernment funding or university or college facilities were used in thedevelopment of the Products and such software was not developed pursuant to anycontract or other agreement with any Person except pursuant to contracts oragreements listed in Schedule 3.18(f).

###  

## 3.19                           RelatedParty Transactions.  The Company hasnot, since December 31, 2001, extended or maintained credit, arranged forthe extension of credit, or renewed an extension of credit, in the form of a personalloan to or for any director or officer (or equivalent thereof) of theCompany.  No officer or director of theCompany has received since December 31, 2001, nor is entitled to receive,any material compensation from any Person that has engaged in or is engaging inany material transaction with the Company. The Company is not a party to or bound by any Contract or othercommitment or transaction with any Related Party, nor do any Related Partieshave any legal or beneficial interest in the assets or property owned or usedby the Company, in any Contracts to which the Company is a party, or in anyother Person with which the Company is or has been party to a Contract.  Except as set forth on Schedule 3.21,there are no outstanding claims, accounts payable or receivable, intercompanyloans, indebtedness, or other Liabilities, between the Company and any Selleror any Related Parties, and all such Liabilities have been, or will be prior toClosing, repaid in full.

##  

## 3.20                           Brokers.  Except as set forth on Schedule 3.22,no Person has or will have, as a result of the transactions contemplated bythis Agreement, any right, interest or claim against or upon the Buyer, theCompany or any Seller for any commission, fee or other compensation payable asa finder or broker because of any act or omission by the Company or any Seller.

##  

## 3.21                           BankAccounts; Powers of Attorney.  Schedule 3.23sets forth a true, correct and complete list of the names and locations of allbanks and other financial institutions at which the Company maintains anaccount or safe deposit box, the names of all Persons authorized to withdrawtherefrom or have access thereto and the names of all Persons holding powers ofattorney from the Company as of the date of this Agreement.

##  

## 3.22                           Disclosure.  To the knowledge of the Company or anyManagement Seller, no representation or warranty by the Company or anyManagement Seller contained in this Agreement, and no representation, warrantyor statement contained in any certificate furnished to the Buyer pursuant to Section 7.12,contains or will contain any untrue statement of a fact or omits or will omitto state any material fact necessary to make any statement herein or thereinnot misleading.

##  

# **ARTICLE IVREPRESENTATIONS AND WARRANTIES OF THE SELLERS**

# ** **

As a material inducementto the Buyer to enter into this Agreement, each Seller, severally and notjointly, represents and warrants to the Buyer, as of the date hereof and as ofthe Closing, except as set forth on the Seller Disclosure Schedule, as follows:

 

29

----

 

## 4.1           Authorityfor Agreement.  Such Seller has fullpower, authority and legal right and capacity to enter into and perform suchSeller’s obligations under this Agreement and each other document contemplatedhereby to which such Seller is or will be a party and to consummate thetransactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby to which suchSeller is a party have been duly executed and delivered by such Seller and arelegal, valid and binding obligations of such Seller, enforceable against suchSeller in accordance with their respective terms, except as enforceability maybe limited by applicable bankruptcy, insolvency, reorganization, moratorium orother similar laws affecting the enforcement of creditors’ rights in general.

##  

## 4.2           NoViolation to Result.  Except as setforth on Schedule 4.2, the execution, delivery and performance by suchSeller of this Agreement and the other documents contemplated hereby and theconsummation by such Seller of the transactions contemplated hereby andthereby, do not and will not, directly or indirectly (with or without notice orlapse of time):  (i) violate, breach,conflict with, constitute a default under, accelerate or permit theacceleration of the performance required by any (x) note, debt instrument,security agreement, mortgage or any other contract to which such Seller is aparty or by which it is bound or (y) any Law, judgment, decree, order, rule,regulation, permit, license or other legal requirement of any GovernmentAuthority applicable to such Seller; (ii) give any Government Authority orother Person the right to challenge any of the transactions contemplated bythis Agreement; or (iii) result in the creation or imposition of anyEncumbrance, possibility of Encumbrance, or restriction in favor of any Personupon any of the Shares or, except for any Permitted Encumbrance, any of theproperties or assets of the Company, except with respect to Section 4.2(i)(x)above any such violations, breaches, conflicts, defaults or acceleration as areimmaterial.  Other than as set forth on Schedule3.3 or 4.2, no notice to, filing with, or consent of, any Person isnecessary in connection with, nor is any “change of control” provisiontriggered by, the execution, delivery or performance by such Seller of thisAgreement and the other documents contemplated hereby nor the consummation bysuch Seller of the transactions contemplated hereby or thereby.

##  

## 4.3           CompanyStock.  The Sellers are the soleholders of the issued and outstanding shares of capital stock of the Companyand such Seller holds of record and beneficially the number of shares ofCompany Common Stock as are set forth opposite such Seller’s name on Schedule3.4(a), free and clear of any Encumbrance (other than restrictions imposedby federal and state securities laws). All other information in Section 3.4(a) and on Schedule 3.4(a)with respect to such Seller is true, correct and complete.  Except as set forth on Schedule 3.4(d),there are no proxies, voting rights, stockholders agreements or otheragreements or understandings, to which such Seller is a party or by which suchSeller is bound, with respect to the voting or transfer of the capital stock ofthe Company.

##  

## 4.4           Brokers.  Except as set forth on Schedule 3.22,no Person has or will have, as a result of the transactions contemplated bythis Agreement, any right, interest or claim against or upon the Buyer, theCompany or such Seller for any commission, fee or other compensation payable asa finder or broker because of any act or omission by such Seller.

##  

## 4.5           Disclosure.  To the knowledge of such Seller, norepresentation or warranty by such Seller contained in this Article IV, and norepresentation, warranty or statement contained

 

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in anycertificate furnished to the Buyer pursuant to Section 7.12, contains or willcontain any untrue statement of a fact or omits or will omit to state anymaterial fact necessary to make any statement herein or therein not misleading.

##  

# **ARTICLE VREPRESENTATIONS AND WARRANTIES OF BUYER**

# ** **

TheBuyer represents and warrants to the Sellers, as of the date hereof and as ofthe Closing, except as set forth on the disclosure schedule delivered by theBuyer herewith (the “Buyer Disclosure Schedule”), as follows:

 

## 5.1           Organization.  The Buyer is a corporation, duly organized,validly existing and in good standing under the laws of the State of Delawareand is qualified to do business and in good standing in each jurisdiction wherethe character or location of its assets or properties owned, leased or operatedby it or the nature of its activities makes such qualification necessary,except to the extent that the failure to so qualify or be in good standing hasnot had and could not reasonably be expected to have a material adverse effecton the Buyer and its subsidiaries, taken as a whole.  The Buyer has full corporate power andauthority necessary to own and operate its properties and to conduct its businessas conducted.

##  

## 5.2           Authorityfor Agreement.  The Buyer has fullpower, authority and legal right to enter into and perform its obligationsunder this Agreement and the other documents contemplated hereby to which theBuyer is or will be a party and to consummate the transactions contemplatedhereby and thereby.  Upon due approval bythe board of directors of the Buyer, the execution, delivery and performance ofthis Agreement and the other documents contemplated hereby and the consummationof the transactions contemplated hereby and thereby shall be authorized.  Other than due approval by the board ofdirectors of the Buyer, no other corporate proceedings on the part of the Buyerare necessary to approve and authorize the execution, delivery and performanceof this Agreement and the other documents contemplated hereby and theconsummation of the transactions contemplated hereby and thereby.  Upon due approval by the board of directorsof the Buyer, this Agreement and the other documents contemplated hereby to whichBuyer is a party shall be legal, valid and binding obligations of the Buyer,enforceable against the Buyer in accordance with their respective terms, exceptas enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the enforcement ofcreditors’ rights in general.

##  

## 5.3           NoViolation to Result.  Except as setforth on Schedule 5.3, the execution, delivery and performance by theBuyer of this Agreement and the other documents contemplated hereby and theconsummation by the Buyer of the transactions contemplated hereby and thereby,do not and will not, directly or indirectly (with or without notice or lapse oftime):  (i) violate, breach, conflictwith, constitute a default under, accelerate or permit the acceleration of theperformance required by, (x) any of the terms of the Certificate ofIncorporation or Bylaws of the Buyer or any resolution adopted by the board ofdirectors of the Buyer or stockholders of the Buyer, or (y) any note, debtinstrument, security agreement, mortgage or any other Contract to which theBuyer is a party or by which it is bound; or (z) any law, judgment, decree,order, rule, regulation, permit, license or other legal requirement of anyGovernment Authority applicable to the Buyer; (ii) give any GovernmentAuthority or other Person the right to challenge any of the

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## 

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## transactions contemplated by this Agreement; or (iii) result in thecreation or imposition of any Encumbrance, possibility of Encumbrance, orrestriction in favor of any Person, except for any Permitted Encumbrance, uponany of the properties or assets of the Buyer, except with respect to Section5.3(i)(y) above any such violations, breaches, conflicts, defaults oracceleration as are immaterial.  Otherthan as set forth on Schedule 5.3 or as otherwise expressly set forthherein, no notice to, filing with, or consent of, any Person is necessary inconnection with the execution, delivery or performance by the Buyer of thisAgreement and the other documents contemplated hereby nor the consummation bythe Buyer of the transactions contemplated hereby or thereby.

##  

## 5.4           Brokers.  No Person has or will have, as a result ofthe transactions contemplated by this Agreement, any right, interest or claimagainst or upon any of the Sellers or the Buyer for any commission, fee orother compensation payable as a finder or broker because of any act or omissionby the Buyer.

##  

## 5.5           Disclosure.  To the knowledge of the Buyer, norepresentation or warranty by Buyer contained in this Agreement, and norepresentation, warranty or statement contained in any certificate furnished tothe Seller pursuant to Section 8.4, contains or will contain any untruestatement of a fact or omits or will omit to state any material fact necessaryto make any statement herein or therein not misleading.

##  

# **ARTICLE VIADDITIONAL AGREEMENTS**

# ** **

## 6.1           Accessto Properties and Records.  TheCompany shall afford to the officers, employees, attorneys, accountants andother authorized representatives of the Buyer, reasonable access, duringregular business hours and upon reasonable notice, to all of its assets,properties, books and records and employees in order to afford the Buyer asfull an opportunity of review, examination and investigation as it shallreasonably request of the affairs of the Company, and the Buyer and itsrepresentatives shall be permitted to make extracts from, or take copies of,such books, records (including the stock record and minute books) or otherdocumentation as may be reasonably necessary; provided that no such accessshall unreasonably interfere with the operations of the business of theCompany.  The Company shall furnish orcause to be furnished to the Buyer such reasonable financial and operating dataand other information about the Company, its business as presently conducted,as conducted in the past and as presently proposed to be conducted in thefuture, and properties and assets which any of the officers, employees,attorneys, accountants or other authorized representatives of the Buyer mayreasonably request.  No information orknowledge obtained in any investigation pursuant to this Section 6.1 shallaffect or be deemed to modify any representation or warranty of any Seller orthe Company contained herein or the conditions to the obligations of theparties to consummate the transactions contemplated by this Agreement or anyprovision hereof.

##  

## 6.2           InterimCovenants of the Company and the Sellers. From the date of this Agreement until the Closing Date, except to theextent expressly permitted by this Agreement or otherwise consented to by aninstrument in writing signed by the Buyer, which consent shall not beunreasonably withheld, or as otherwise set forth in Schedule 6.2, theCompany and the Sellers shall (i) use their reasonable best efforts to keepintact the Company and its business, as presently conducted, as conducted inthe past and as presently proposed to be conducted in the

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## future, and shall not take or permit to be taken or do or suffer to bedone anything other than in the ordinary course of its business as the same ispresently being conducted; (ii) use their reasonable best efforts to keepavailable the services of the directors, officers, employees, independentcontractors and agents of the Company and retain and maintain goodrelationships with its clients and maintain the Company’s assets and theFacilities in good condition; (iii) perform their obligations under theContracts and Government Contracts; (iv) use their reasonable best efforts tomaintain the goodwill and reputation associated with the Company; and (v) priorto the Closing Date, take such formal actions as may be required to terminate,contingent on the Closing of the transactions contemplated by this Agreement,any or all of the Benefit Plans as the Buyer may request.  Without limiting the generality of theforegoing, the Company shall not (and shall not cause or permit the Companyto), except to the extent expressly permitted by this Agreement or otherwiseconsented to by an instrument in writing signed by the Buyer, which consentshall not be unreasonably withheld, or as otherwise set forth in Schedule6.2:

##  

### (a)           purchase,sell, lease or dispose of or make any contract for the purchase, sale, lease ordisposition of or make subject to a security interest or any other Encumbrance(other than Permitted Encumbrances), any of the Company’s properties or assets,other than in the ordinary and usual course of its business, consistent withthe representations and warranties contained herein, and not in breach of anyof the provisions of this Section 6.2, in each case for a consideration atleast equal to the fair value of such property or asset;

###  

### (b)           grantany salary increase to, or increase the draw of, any of the officers,directors, employees or agents of the Company, other than in the ordinarycourse of business consistent with past practice, or enter into any new, oramend or alter any existing, employment, bonus, incentive compensation,deferred compensation, profit sharing, retirement, pension, stock option, groupinsurance, death benefit or other fringe or other Benefit Plan, trust agreementor other similar or dissimilar arrangement, or any employment or consultingagreement;

###  

### (c)           incurany bank indebtedness or borrowings in an amount in excess of $50,000, whetheror not in the ordinary course of its business, or issue any commercial paper(all such amounts to be included in the calculation of Estimated WorkingCapital and Closing Working Capital);

###  

### (d)           enterinto any leases of real property;

###  

### (e)           enterinto any material leases of equipment and machinery except in the ordinarycourse of business;

###  

### (f)            enterinto any Contract (i) which would be required to be listed on Schedule 3.12had it been entered into prior to the date hereof or (ii) in which anyAffiliate of the Company or any Seller has any beneficial interest;

###  

### (g)           redeem,purchase or otherwise acquire, directly or indirectly, any shares of theCompany’s capital stock or debt securities or any option, warrant or otherright to purchase or acquire any such shares, or declare or pay any dividend orother distribution (whether in cash, stock or other property) with respect tosuch capital stock;

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##  

### (h)           create,incur or assume any liability or indebtedness, except in the ordinary course ofbusiness consistent with past practices; or postpone or defer the creation,incurrence, or assumption of any liability or indebtedness that would otherwisebe created, incurred or assumed in the ordinary course of business absent theexecution of this Agreement;

###  

### (i)            payor apply any of the Company’s assets to the direct or indirect payment,discharge, satisfaction or reduction of any amount, directly or indirectly, toor for the benefit of any Seller or any Affiliate thereof;

###  

### (j)            make,amend or revoke any election with respect to Taxes, amend any Tax Return, orsettle or compromise any Tax Liability; and

###  

### (k)           takeany action, fail to take any action or enter into any agreement orunderstanding that causes the Company or any Seller to be in breach orviolation of any of the representations or warranties made in this Agreement orcommit a breach of or amend or terminate any Material Contract or any permit,license or other right.

###  

## 6.3           Publicityand Disclosure.  The Buyer and theCompany shall agree with each other as to the form and substance of any pressrelease, publicity or other communication related to this Agreement or thetransactions contemplated hereby.  NoParty shall make any disclosure of this Agreement or the existence, terms andconditions hereof (whether or not in response to an inquiry about the existenceor subject matter of this Agreement) to any Person who is not a Representativeunless previously approved by the other Party; provided, however,nothing contained herein shall prohibit the Buyer from making any disclosurewhich the Buyer in good faith believes is required by, or advisable accordingto, applicable Laws, regulations or stock market rules, after using reasonableefforts to give prior notice to the Seller Representative and an opportunity tocomment on such disclosure.

##  

## 6.4           NoSolicitation; No Trading.

##  

### (a)           TheCompany and each Seller shall not, and shall not authorize or knowingly permitany director, trustee, officer, employee, consultant, agent or anyrepresentative thereof who is aware of this Agreement, including withoutlimitation any broker disclosed in Article III or Article IV hereof(collectively, “Representatives”), to, during the period commencing onthe date of this Agreement and ending with the earlier to occur of the Closingor the termination of this Agreement in accordance with its terms, directly orindirectly:  (a) solicit, accept,approve, encourage (including by way of furnishing information), initiate, orrespond to the submission of proposals or offers from any Person for, (b)participate in any discussions or negotiations pertaining to, or (c) furnishany information to any Person, other than the Buyer, relating to, anyacquisition or purchase of all or a material amount of the assets of, or anyequity interest in, the Company or a merger, consolidation or businesscombination involving the Company.  TheCompany and each Seller shall discontinue any and all negotiations with anyPerson with whom any of them is currently engaged regarding any of theabove.  If the Company or any Sellerreceives any unsolicited offer or proposal relating to any of the above, theCompany or such Seller shall as soon as possible (but in any event withintwenty-four (24) hours) notify the Buyer thereof, including the identity of theparty making such offer or proposal and the specific terms of such offer orproposal, and provide the Buyer with a copy thereof.

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### (b)           TheCompany and each of the Sellers acknowledge and agree that each is aware (andthat each of their respective Representatives is aware or, upon receipt of anymaterial nonpublic information of Buyer, will be advised) of the restrictionsimposed by the United States federal securities laws and other applicableforeign and domestic laws on a Person possessing material nonpublic informationabout a public company.  The Company andeach of the Sellers hereby agree that while any of them are in possession ofsuch material nonpublic information, none of such Person or Persons shallpurchase or sell any securities of the Buyer, communicate such information toany third parties, take any other action in violation of such laws, or cause orencourage any third party to do any of the foregoing.  The Company and each of the Sellers alsoagree that, upon request by the Buyer, each of them will use their reasonablebest efforts to cause their respective Representatives to give a writtenundertaking to the same effect to the Buyer.

###  

## 6.5           Notificationof Certain Matters.  The Company andthe Sellers shall give prompt notice to the Buyer of (a) the occurrence ornon-occurrence of any event the occurrence or non-occurrence of which would be likelyto cause any representation or warranty of the Company or the Seller containedherein to be untrue or inaccurate in any material respect at or prior to theClosing and (b) any material failure of the Company or any Seller to complywith or satisfy any covenant, condition or agreement to be complied with orsatisfied by the Company or any Seller hereunder.  The delivery of any notice pursuant to thisSection 6.5 shall not, without the express written consent of the Buyer, bedeemed to (x) modify the representations or warranties hereunder of the Companyor any Seller, (y) modify the conditions set forth in Article VII or(z) limit or otherwise affect the remedies available hereunder to theBuyer.

##  

## 6.6           TaxMatters.

##  

### (a)           Post-ClosingTax Returns; Tax Indemnity.  TheSeller Representative shall prepare or cause to be prepared at the Sellers’expense all income Tax Returns for the Company (e.g., IRS Form 1120S, ScheduleK-1 (1120S)) for the Company’s taxable period ending the day before the ClosingDate or as of the end of the Closing Date. The Seller Representative shall provide drafts of such Tax Returns toBuyer at such time as will permit Buyer to have a reasonable opportunity andlength of time to review and revise such Tax Returns prior to filing by theCompany (and in no event less than 30 days prior to the due date forfiling).  The Sellers shall beresponsible for all Taxes required to be paid by the Company with respect tothe taxable period covered by such Tax Returns, as provided in Section 9.1(vii).  Except as provided in the first sentence ofthis Section 6.6(a), the Buyer shall properly and accurately prepare (or causeto be prepared) and file (or cause to be filed) each Tax Return required to befiled by the Company after the Closing Date for a taxable period beginningbefore the Closing Date.  To the extentany Tax shown as due on such Tax Return is payable by any Seller (taking intoaccount indemnification obligations hereunder), (A) such Tax Return shall beprepared in a manner consistent with the prior practice of the Company unlessotherwise required by applicable Tax Laws; (B) such Tax Return shall beprovided to the Seller Representative at least thirty (30) days prior to thedue date for filing such return (or, if required to be filed within thirty (30)days of the Closing or within forty-five (45) days of the end of the taxableperiod to which such Tax Return relates, as soon as possible following theClosing or the end of the taxable period, respectively); and (C) the SellerRepresentative shall have the right to review and comment on such TaxReturn.  If the Buyer or SellerRepresentative disagrees with the amount or treatment of any item on any of theforegoing Tax Returns provided for review, the reviewing Party shall notify the

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## other Party in writing, and the Buyer and the Seller Representativeshall proceed in good faith to resolve any dispute regarding the Tax Returnbefore the due date.  Pursuant to Section9.1(vii), promptly upon request by Buyer, the Sellers shall pay to theapplicable Indemnified Party the amount of any Taxes paid or required to bepaid by the Company that are attributable to any taxable period beginning on orbefore the Closing Date, provided however that with respect to a taxable periodending after the Closing Date, such indemnity shall be limited to the Taxesattributable to the portion of such period ending on the Closing Date asdescribed in Section 6.6(b).  For avoidanceof doubt, all Taxes attributable to the Section 338(h)(10) Elections shall beconsidered to be allocable to the taxable period or portion thereof ending onthe Closing Date, and subject to the foregoing indemnification by theSellers.  To the extent permitted byapplicable law, the Sellers shall include any income, gain, loss, deduction orother Tax items for such periods on their Tax Returns in a manner consistentwith the Schedule K-1s furnished by the Sellers with respect to theCompany.  The Buyer shall prepare (orcause to be prepared) and file (or cause to be filed) each Tax Return requiredto be filed by the Company after the Closing Date for a taxable periodbeginning after the Closing Date.

###  

### (b)           Allocationof Taxes.  The Sellers, the Buyer,and the Company shall, to the extent permitted by applicable law, cause thetaxable period of the Company to end as of the close of the Closing Date.  The Buyer shall not cause Company to take anyactions on the Closing Date after the Closing that are out of the ordinarycourse of business, except as contemplated by this Agreement.  For purposes of this Agreement, Company Taxesincurred with respect to a taxable period that includes but does not end on theClosing Date, shall be allocated to the portion of the period ending on theClosing Date (A) except as provided in (B) and (C) below, to the extentfeasible, on a specific identification basis, according to the date of theevent or transaction giving rise to the Tax, and (B) except as provided in (C)below, with respect to periodically assessed ad valorem Taxes and Taxes nototherwise feasibly allocable to specific transactions or events, in proportionto the number of days in such period occurring before the Closing Date comparedto the total number of days in such period, and (C) in the case of any Taxbased upon or related to income or receipts, in an amount equal to the Taxwhich would be payable if the relevant taxable period ended on the Closing Date(for the elimination of doubt, Taxes incurred by reason of the transactionscontemplated by this Agreement shall be allocated to the portion of the periodending on the Closing Date).  Any creditsrelating to a taxable period that begins before and ends after the Closing Dateshall be taken into account as though the relevant taxable period ended on theClosing Date.  All determinationsnecessary to give effect to the foregoing allocations shall be made in a mannerconsistent with prior practices of the Company.

###  

### (c)           TransferTaxes, Etc.  All Transfer Taxesincurred in connection with the transactions contemplated by this Agreementshall be paid by the Sellers when due. The Sellers shall, at their own expense, file all necessary Tax Returnsand other documentation with respect to all such Transfer Taxes.  If required by applicable law, the Buyer shall,and shall cause its Affiliates to, join in the execution of any such TaxReturns and other documentation.

###  

### (d)           TaxElections; Amended Returns.  Exceptin connection with an audit resolved pursuant to Section 6.6(h) of thisAgreement, no Party or Affiliate of a Party may amend a Tax Return of theCompany, or file or amend any Tax election of the Company, in each

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## case, with respect to a taxable period beginning before the ClosingDate without the consent of the other parties, which consent shall not beunreasonably withheld or delayed.

###  

### (e)           Cooperation,Access to Information, and Record Retention.  The Sellers, the Company and the Buyer shallcooperate, and shall cause their representatives to cooperate, as and to theextent reasonably requested by any other Party hereto in connection thepreparation and filing of Tax Returns as provided herein and any audit,litigation or other proceeding with respect to Taxes.  Such cooperation shall include the provisionof records and information which are reasonably relevant to any such TaxReturn, audit, litigation or other proceeding and making employees available ona mutually convenient basis to provide additional information (including workpapers) and explanation of any material provided hereunder.  The Sellers, the Buyer and the Company shall(A)  retain all books and records with respect to Company Taxes (includingTax Returns) relating to any taxable period beginning before the Closing Dateuntil the expiration of the statute of limitations for assessment of Taxes forsuch respective taxable period, and (B) give the other Parties heretoreasonable written notice prior to transferring, destroying or discarding anysuch books and records and, if another Party so requests, allow the other Partyto take possession of such books and records.

###  

### (f)            TaxCertificates, Etc.  The Partiesfurther agree, upon request, to use reasonable efforts to obtain anycertificate or other document from any Government Authority or any other Personas may be necessary to mitigate, reduce or eliminate any Tax that could beimposed.

###  

### (g)           Terminationof Tax Sharing Agreements.  All Taxsharing agreements or similar agreements with respect to or involving theCompany shall be terminated as of the Closing Date and, after the Closing Date,the Company shall not be bound thereby or have any Liability thereunder.

###  

### (h)           TaxProceedings.  Any Party who receivesany notice of a pending or threatened Tax audit, assessment, or adjustmentagainst or with respect to the Company which may give rise to Liability ofanother Party hereto, shall promptly notify such other Party within ten (10)business days of the receipt of such notice. The Parties each agree to consult with and to keep the other Partieshereto informed on a regular basis regarding the status of any Tax audit orproceeding to the extent that such audit or proceeding could affect a Liabilityof such other Parties (including indemnity obligations hereunder).  The Seller Representative shall have theright to represent the Company’s interests in any Tax audit or administrativeor judicial proceeding and to employ counsel of its choice, but reasonablysatisfactory to Buyer, at the Sellers’ expense, but only to the extent suchaudit or other proceeding pertains to Tax periods ending on or before theClosing Date.  Buyer shall have the rightto participate in such proceeding at its own expense, and shall be entitled tocontrol the disposition of any issue involved in such proceeding which does noteffect a potential Liability of the Sellers. Both the Buyer and the Sellers (through the Seller Representative) shallbe entitled to represent their respective interests in light of theirresponsibilities (including indemnity obligations) for the related Taxes, attheir own expense, in any audit or administrative or judicial proceedingsinvolving a Tax period that includes but does not end on the Closing Date.  Notwithstanding the foregoing provisions ofthis Section 6.6, the Seller Representative shall not, without the Buyer’sconsent, agree to any settlement with respect to any Tax if such settlementcould adversely affect

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## any Tax Liability of the Buyer, any Affiliate of the Buyer, or (withrespect to any taxable period (or portion thereof) beginning after the ClosingDate) the Company.  Except as provided inthis Section 6.6 the provisions of Article IX including the provisions thereinaddressing settlement authority, shall govern the manner in which Tax audit oradministrative or judicial proceedings are resolved.

###  

### (i)            Section338(h)(10) Elections.  The Sellerswill join with the Buyer in making an election under Section 338(h)(10) of theCode (and any corresponding elections under state or local Tax law) (collectively,the “Section 338(h)(10) Elections”) with respect to sale and purchase ofthe Shares under this Agreement.  TheBuyer shall be responsible for the preparation and filing of all forms anddocuments required in connection with the Section 338(h)(10) Elections andshall provide the Sellers with properly completed copies of Form 8023 (and anycorresponding state or local Tax forms) prior to the Closing Date.  The Sellers agree to execute and deliver tothe Buyer on the Closing Date any such forms that are or have been provided bythe Buyer for execution and to promptly execute such other forms as may bereasonably requested by the Buyer thereafter in connection with making orperfecting the Section 338(h)(10) Elections. The Parties shall cooperate fully with each other and make available toeach other such Tax data and other information as may be reasonably required bythe Buyer or the Sellers in order to timely file the Section 338(h)(10)Elections.

###  

### (j)            MergerConsideration Allocation.  The Partiesagree that the consideration to be paid pursuant to Article I of this Agreementand other items properly includible in the deemed sales price of the assets ofthe Company pursuant to the Section 338(h)(10) Elections shall be allocated,for Tax purposes, among the Company’s assets in a manner consistent with theprovisions of Section 338 and Section 1060 of the Code and all regulationspromulgated thereunder.  The Buyer shallprepare IRS Form 8883 for inclusion with the federal income Tax Return of theCompany ending on the Closing Date and any similar allocation required understate, local, or foreign law (collectively, “IRS Form 8883”).  The Buyer shall permit the SellerRepresentative to review and comment on IRS Form 8883.  The Company, the Sellers and the Buyer agreeto report this transaction for federal Tax purposes as a valid election underSection 338(h)(10) and in accordance with IRS Form 8883 as ultimately filed,and shall not take any position or action inconsistent therewith uponexamination of any Tax Return, in any refund claim, in any litigation,investigation or otherwise; provided, however, that if, in anyaudit of any Tax Return of the Sellers, the Company or the Buyer by aGovernment Authority, the fair market values are finally determined to bedifferent from IRS Form 8883, as adjusted, the Buyer, the Company and theSellers may (but shall not be obligated to) take any position or actionconsistent with the fair market values as finally determined in such audit.

###  

### (k)           Characterizationof Indemnity Payments.  The Buyer andthe Sellers agree to treat any payment made by the Buyer to the Sellershereunder or by the Sellers to the Buyer hereunder as an adjustment to theMerger Consideration.

###  

### (l)            Section338 Indemnity Amount.

###  

#### (i)            Buyershall pay to each Seller an amount (the Seller’s “Section 338 IndemnityAmount”) equal to the sum of (i) the net out-of-pocket after-tax cost ofMaryland state and local income taxes paid by such Seller attributable to anyincrease by Maryland taxing authorities to the “Maryland modified tax income”(within the meaning of Maryland Code Tax

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## General Article, Section 10-301) that is initially reported by theCompany on its Maryland income Tax Return for the taxable period ending on theClosing Date (the “Final Maryland Return”), but only to the extent suchincrease is a result of a determination that the First Post-Closing Payment isrequired to be reported by the Company in computing income in its FinalMaryland Return notwithstanding Section 453B(h) of the Code, and (ii) an amountequal to the net federal, state and local income Taxes payable by such Selleras a result of receipt of the additional payments required under this Section6.6(l).  Each Seller’s net out-of-pocketcosts of such Maryland Taxes and the gross-up required by clause (ii) of thepreceding sentence shall be determined by giving effect to all federal andstate income Tax deductions and credits available to such Seller in connectionwith incurring or paying such Maryland Taxes or receiving the Section 338Indemnity Amount, as the case may be. The portion of a Seller’s Section 338 Indemnity Amount described inclause (i) shall be determined by assuming that the Seller is resident and/ordomiciled in the state and local jurisdiction as of the Closing Date that isshown in Schedule 3.4(a), unless a contrary determination shall havebeen made by another state or local taxing authority, in which case thecomputation shall be made based on the jurisdiction in which such Seller isdetermined to have been properly taxable on gain attributable to a sale ofstock occurring as of the Closing Date.

####  

#### (ii)           Ifthe Maryland taxing authorities assert that an additional amount of Marylandmodified taxable income is reportable in the Final Maryland Return with respectto the First Post-Closing Payment, notwithstanding anything to the contrary inthis Agreement, Buyer shall (i) represent the Company in conducting thatportion of any audit proceeding dealing with such assertion, and shall beentitled to control any settlement regarding to such portion of such audit, and(ii) control the settlement of issues raised with respect to such matter insuch proceeding.  If such assertion is raisedin the context of an audit proceeding directly involving a Seller, such Sellershall cooperate with the Buyer to permit the Buyer to effectively participatein such proceeding with respect to such issue, and shall not settle suchassertion without the prior written consent of Buyer (which shall not beunreasonably withheld).

####  

#### (iii)          EachSeller claiming entitlement to a Section 338 Indemnity Amount agrees topromptly notify Buyer of any circumstance which would require the payment ofSection 338 Indemnity Amount to such Seller or which is relevant to determiningthe amount of any Section 338 Indemnity Amount previously determined to bepayable hereunder.  Such Seller shallprovide to Buyer a computation of the Section 338 Indemnity Amount asserted tobe payable hereunder to such Seller and all information within the control ofsuch Seller necessary to review and determine the amount of the Section 338Indemnity Amount payable to such Seller. Payments shall be made between Buyer and Sellers to adjust the Section338 Indemnity Amount paid or payable to each Seller within ten  (10) business days following determination ofthe amount (or revised amount) of the Section 338 Indemnity Amount.

####  

## 6.7           LitigationSupport.  In the event and for solong as any Party actively is contesting or defending against any charge,complaint, action, suit, audit, proceeding, hearing, investigation, claim, ordemand in connection with (i) any transaction contemplated under this Agreementor (ii) any fact, situation, circumstance, status, condition, activity,practice, plan, occurrence, event, incident, action, failure to act, ortransaction on or prior to the Closing Date involving the Company, each of theother Parties will cooperate with such Party or its counsel in the contest ordefense, make available its personnel, and provide such testimony and access toits

##  

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##  

## books and records as shall be reasonably necessary in connection withthe contest or defense, all at the sole cost and expense of the contesting ordefending Party (unless the contesting or defending Party is entitled toindemnification therefor under Article IX below).

##  

## 6.8           ReasonableEfforts.  Each Party agrees to useall reasonable efforts promptly to take, or cause to be taken, all actions anddo or cause to be done all things necessary, proper or advisable underapplicable Laws to (a) obtain all consents, approvals or actions of, make allfilings with and give all notices to Governmental Authorities or any otherPerson required to consummate the Stock Purchase and the other matterscontemplated hereby, (b) provide such other information and communicationsto such Governmental Authorities or other public or private Persons as theother Party or such Governmental Authorities or other public or private Personsmay reasonably request in connection therewith, and (c) execute such furtherdocuments, deeds, bills of sale, assignments and assurances and take suchfurther actions as may reasonably be required to consummate and make effectivethe transactions contemplated by this Agreement including the satisfaction ofall conditions hereto.

##  

## 6.9           Paymentof Obligations.  Prior to theClosing, each Seller and each of the officers, directors, employees andAffiliates of the Company shall repay in full, in accordance with their terms,all debts and other obligations, if any, owed to the Company, other than traveladvances made in the ordinary course of business by the Company to any suchPerson as an employee of the Company (which shall be repaid to the Company inthe ordinary course of business by such Person).

##  

## 6.10         DisclosureSchedules.  Nothing in the SellerDisclosure Schedules shall be deemed to disclose an exception to arepresentation or warranty made in Article III unless it describes the relevantfacts in such reasonable detail as the context requires.  The Seller Disclosure Schedule shall bearranged by the Sellers in paragraphs corresponding to the subsectionscontained herein.  A fact or matterdisclosed in the Seller Disclosure Schedule with respect to one subsectionshall be deemed to be disclosed with respect to each other subsection wheresuch disclosure is appropriate to the extent it is clear from reading suchSeller Disclosure Schedule that such disclosure is applicable to such othersections and provided that an agreement or other document which is merelylisted or identified in any section shall not be deemed to be disclosure withrespect to any other section.  To theextent that any matter arises or comes into existence between the date hereofand the Closing that is required to be described by the Sellers in Article IIIof the Seller Disclosure Schedules (or by Buyer in the Buyer DisclosureSchedules) in order for such schedules to be true, correct and complete in allrespects at and as of the Closing, it is understood and agreed that, from timeto time prior to the Closing, between the date hereof and the Closing, theSellers may amend, supplement or revise Article III of the Seller DisclosureSchedules (and Buyer may amend, supplement or revise the Buyer DisclosureSchedules) with respect to any such matter; provided that the disclosureprovided in any such amended, supplemented or revised schedule shall in no waybe effective for purposes of the conditions set forth in Section 7.1 or 8.1hereof or Section 11.1(a)(i) or 11.1(a)(ii) hereof.

##  

## 6.11         Indemnificationof Directors and Officers.  Allrights to indemnification existing in favor of those Persons who are directorsand officers of the Company as of the date of this Agreement (the “IndemnifiedD&Os”) for their acts and omissions occurring prior to the Closing, asprovided in the Company’s Certificate of Incorporation and bylaws (as in effectas of

##  

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## the date of this Agreement) shall survive the Stock Purchase and shallbe observed by the Company in accordance with their respective terms.

##  

## 6.12         FurtherAssurances.  Each Seller and theCompany will, either prior to or after the Closing, execute such furtherdocuments, deeds, bills of sale, assignments and assurances and take suchfurther actions as may reasonably be required by Buyer to consummate the StockPurchase, to vest the Buyer with full title to all capital stock of the Companyand all assets, properties, privileges, rights, approvals, immunities andfranchises of the Company and its business or to effect the other purposes ofthis Agreement.

##  

## 6.13         BenefitPlans.  Upon Buyer’s request, theCompany shall take action prior to the Closing Date to terminate the BenefitPlans that it sponsors and to withdraw Company Employees from participation inany Benefit Plans that it does not sponsor. The Buyer expects to review the total compensation and benefits that theCompany Employees have received as employees of the Company before the Closingand, based on the results of its due diligence and consideration of theinterests of the Company Employees and the effects on its own benefit plans andemployees, will consider and intends to grant to each Company Employee whoelects not to participate in the Buyer’s medical health care plan, for one yearafter the Closing, an adjustment to the salary or other compensation for suchCompany Employees in lieu of participation in such plan, to the extentpermitted or not inadvisable under law or the terms of such plan, so that suchCompany Employees will not suffer a loss in total compensation after theClosing by virtue of such election as compared to the compensation that suchCompany Employee received as an employee of the Company before the Closing.

##  

## 6.14         SellerWaiver and Termination.  For thebenefit of the Buyer, each of the Sellers and the Company hereby waive thefollowing (and none of the following shall be of any further force oreffect):  (a) all provisions of Article Vof the bylaws of the Company with respect to this Agreement and thetransactions contemplated hereby (and such provisions of the bylaws of theCompany are deemed deleted therefrom effective immediately upon the Closing)and (b) all provisions of Section 13.1-651 of the Virginia Stock Corporation Actwith respect to this Agreement and the transactions contemplated hereby.  For the benefit of the Buyer, each of theSellers hereby agree that, effective upon the Closing, all provisions of theShareholders Agreement, Stock Transfer Restrictions and Buy-Sell Agreementshall be terminated and of no further force and effect and no party shall haveany right or obligation with respect thereto or arising from the terminationthereof.

##  

## 6.15         CompanyShareholder Approval.

##  

### (a)           Immediatelyafter the execution of this Agreement, the Company shall submit this Agreementand the transactions contemplated hereby to its shareholders for approval asprovided by the VSCA and the Company’s Articles of Incorporation andBylaws.  The Company shall solicitimmediately, but in any event within three (3) days of the signing of thisAgreement, Written Consents (“Written Consents”) from all itsshareholders and shall use its best efforts to obtain such Written Consent ofall Company shareholders to approve the Merger, this Agreement, the otherdocuments contemplated hereby and the transactions contemplated hereby andthereby and to enable the Closing to occur as promptly as practicable.  The parties acknowledge and agree thatcertain of the Company’s shareholders previously have executed Written Consentssufficient to achieve the Required Vote with respect to the foregoing mattersas

##  

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## a condition to Buyer executing this Agreement, which Written Consentsshall be delivered immediately following execution and delivery hereof andwhich shall not mitigate or modify the Company’s obligations to obtain theWritten Consent of all Company shareholders pursuant to this Section 6.15.  The materials submitted to the Company’sshareholders have included and shall include information regarding the Company,the terms of the Merger and this Agreement and the unanimous approval andrecommendation of the Company’s board of directors in favor of the Merger, thisAgreement, the other documents contemplated hereby and the transactionscontemplated hereby and thereby.  Priorto the distribution of such materials or any amendment or supplement thereto,Buyer and its counsel shall be provided copies of any materials not produced orprovided by Buyer for such purpose and shall be provided a reasonableopportunity to review and comment thereon.

###  

### (b)           EachSeller hereby agrees to (i) either (a) vote such Seller’s shares ofCompany Common Stock in favor of approval, adoption and authorization of theMerger and this Agreement at any meeting of the shareholders of the Company andany adjournment or postponement thereof or (b) execute any written consentof the shareholders of the Company with respect to such shares of CompanyCommon Stock approving, adopting and authorizing the Merger and this Agreementand any other matter necessary for consummation of the Merger and the othertransactions contemplated by this Agreement, which vote or consent shall beirrevocable and may not be withdrawn, and (ii) deliver such Seller’s shares ofCompany Common Stock to Buyer pursuant to the terms of this Agreement.  Further, each Seller hereby agrees that suchSeller will not exercise any dissenter’s or appraisal rights that such Sellermay have with respect to the Merger. Without limiting the foregoing and in accordance herewith, each Selleragrees to execute and deliver to the Company, immediately following theexecution and delivery of this Agreement, a Written Consent, which consentshall be irrevocable and may not be withdrawn.

###  

### (c)           Neitherthe board of directors of the Company nor any committee thereof shall withdraw,amend or modify, or propose or resolve to withdraw, amend or modify therecommendation of the board of directors of the Company that the Company’sshareholders adopt and approve this Agreement and the Merger.

###  

### (d)           EachSeller, and the Company as applicable, agrees with and covenants to Buyer andMerger Sub that:

###  

#### (i)            SuchSeller shall not, except as contemplated by the terms of this Agreement, (v)cause, consent to or permit any Transfer of any or all of such Seller’s sharesof Company Common Stock or any interest therein, (w) enter into any contract,option or other agreement or understanding with respect to any Transfer of anyor all of such Seller’s shares of Company Common Stock or any interest therein,(x) grant any proxy, power-of-attorney or other authorization in or withrespect to such Seller’s shares of Company Common Stock, (y) deposit suchSeller’s shares of Company Common Stock into a voting trust or enter into avoting agreement or arrangement with respect to such Seller’s shares of CompanyCommon Stock, or (z) take any other action that would in any way restrict,limit or interfere with the performance of its obligations hereunder or thetransactions contemplated hereby.  Forpurposes of this Agreement, a Person shall be deemed to have effected a “Transfer”of a security if such Person directly or indirectly sells, gives, pledges,encumbers, grants an option with respect to, transfers

##  

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## or otherwise disposes of such security or any interest therein, with orwithout consideration, or enters into an agreement or commitment providing forthe same.

####  

#### (ii)           SuchSeller shall not take any action which would restrict, limit or frustrate inany way the transactions contemplated by this Agreement.  At any Company shareholders’ meeting or atany adjournment thereof or in any written consent or other circumstances uponwhich their vote, consent or other approval is sought, such Seller shall vote(or cause to be voted), or provide a written consent with respect to, suchSeller’s shares of Company Common Stock against (y) any merger agreement ormerger, consolidation, combination, tender offer (including an exchange offer),sale of any significant portion of assets, reorganization, joint venture,recapitalization, dissolution, liquidation or winding up of or by the Company(other than the Merger as set forth in this Agreement) and (z) any amendment ofthe Company’s Articles of Incorporation or Bylaws or other proposal ortransaction involving the Company, which amendment or other proposal ortransaction which is intended to or would be reasonably likely to in any mannerimpede, frustrate, prevent or nullify, or result in a breach of any covenant,representation or warranty or any other obligation or agreement of the Companyunder or with respect to, this Agreement or any of the other transactionscontemplated by this Agreement.

####  

# **ARTICLE VIICONDITIONS TO THE OBLIGATIONS OF THE BUYER AND MERGER SUB**

# ** **

Allobligations of the Buyer and Merger Sub under this Agreement are subject to thefulfillment and satisfaction, prior to or at the time at which the Closing Dateis scheduled to occur, of each of the following conditions precedent, any oneor more of which may be waived, in part or in full, by the Buyer or Merger Subin writing.

 

## 7.1           Representationsand Warranties True at the Closing Date. All of the representations and warranties of the Company and each of theSellers contained in this Agreement shall be true, correct and complete in allmaterial respects on and as of the Closing Date (except that allrepresentations and warranties in Section 3.4 and all representations andwarranties qualified by the words “material” or “in all material respects” orsimilar words shall be true, correct and complete in all respects on and as ofthe Closing Date) with the same effect as though such representations andwarranties had been made on and as of such date (unless such representationsand warranties expressly relate to another date in which case the foregoingshall apply to such other date) and each Seller and the Company shall haveexecuted and delivered to Buyer a certificate as of the Closing as to theforegoing.

##  

## 7.2           Performance.  All of the terms, covenants, agreements andconditions of this Agreement to be complied with, performed or satisfied by theCompany or any Seller on or before the Closing Date shall have been dulycomplied with, performed or satisfied on or before such date and each Sellerand the Company shall have executed and delivered to Buyer a certificate as ofthe Closing as to the foregoing.

##  

## 7.3           NoLitigation.  No temporary restrainingorder, preliminary or permanent injunction or other order or judgment issued byany court of competent jurisdiction or other legal or regulatory restraint orprovision challenging the transactions contemplated hereunder or

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##  

## limiting or restricting the conduct or operation of the Company or anySeller following the Closing shall be in effect, nor shall any proceedingbrought by an administrative agency or commission or other Government Authorityor other instrumentality, domestic or foreign, seeking any of the foregoing bepending.  There shall be no action, suit,claim or proceeding of any nature pending or threatened, against the Buyer, theCompany or any Seller, their respective properties or any of their respectiveofficers or directors, that could have a Material Adverse Effect on the Companyor the Buyer.

##  

## 7.4           NoMaterial Adverse Change. There shall have been (i) no effect, event orchange which, individually or in the aggregate, has had or could reasonably beexpected to have a Material Adverse Effect on the Company and (ii) no resignationsor terminations of, or indications of an intention or plan to resign,employment by an executive officer or any material number of management levelor senior technical employees of the Company.

##  

## 7.5           Governmental,Regulatory and Other Consents and Approvals.  All consents, approvals, assignments andactions of, filings with and notices to any Government Authority or any otherpublic or private Persons required of any Seller, the Company or the Buyer toconsummate the Closing and the other matters contemplated hereby, includingwithout limitation those listed or required to be listed on Schedule 3.3or Schedule 4.2, shall have been obtained.  The board of directors of the Buyer andMerger Sub shall have adopted and approved this Agreement and the transactionscontemplated hereby.

##  

## 7.6           Audit.  The Buyer or its representatives shall havereceived an audit of the Company’s balance sheets and statements of income,cash flow and retained earnings at and for the fiscal year ended December 31,2003 and at and for the nine (9)-month period ended September 30, 2004,conducted by an accounting firm selected by the Buyer in its sole and absolutediscretion, and at the Buyer’s expense, the results of which shall be fullysatisfactory to Buyer in its sole and absolute discretion.

##  

## 7.7           AppendixB Diligence Review.  The Buyer shallbe fully satisfied in its sole and absolute discretion with the results of itsreview of, and its other due diligence investigations with respect to thematters described on Appendix B hereof.

##  

## 7.8           Buyer’sReview.  The Buyer shall be fullysatisfied in its sole and absolute discretion with the results of its reviewof, and its other due diligence investigations with respect to, the business,operations, affairs, prospects, properties, assets, existing or potentialLiabilities, obligations, profits or condition (financial or otherwise) of theCompany.

##  

## 7.9           Financing.  The Buyer shall have obtained financingproceeds in an aggregate amount necessary to pay the maximum aggregate MergerConsideration and all fees and expenses relating to the Stock Purchase.

##  

## 7.10         WrittenConsents; No Exercise of Dissenter’s Rights.  The holders of 100% of the outstandingCompany Common Stock shall have delivered properly completed and executedWritten Consents to approve the Merger, this Agreement and the documents andtransactions contemplated hereby; no stockholder of the Company shall haveindicated to the Company or Buyer its intention to exercise dissenter’s rights.

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## 7.11         CompanyStock Option and Company Warrants. Each Company Stock Option, if any, and each Company Warrant, if any,shall have been exercised or terminated.

##  

## 7.12         ClosingDeliveries of the Sellers and the Company. At the Closing, the Company, the Seller Representative and each of theSellers, as appropriate, shall have performed and delivered the following,subject to waiver, in part or in full, by the Buyer:

##  

### (a)           theSeller Representative shall have delivered the certificate(s) representing allissued and outstanding shares of capital stock of the Company, all of whichshall be free and clear of any Encumbrance, accompanied by stock powers dulyendorsed in blank or accompanied by duly executed instruments of transfer;

###  

### (b)           theCompany and the Sellers shall have repaid or satisfied all of the Indebtednessfor Borrowed Money and all other Liabilities of the Company set forth orrequired to be set forth on the Estimated Closing Balance Sheet; and theCompany shall have delivered full releases of record, to the reasonablesatisfaction of the Buyer, of all Encumbrances securing any such Liabilities ofthe Company which have been paid in full prior to or at the Closing, and shalldeliver termination statements relating to all financing statements covering suchLiabilities, if any;

###  

### (c)           eachSeller shall have executed and delivered a Subordination Agreement in the formattached hereto as Exhibit A;

###  

### (d)           eachManagement Seller shall have executed and delivered to the Company anEmployment Agreement with the Company in the form attached hereto as ExhibitC-1 or Exhibit C-2, as applicable, and each of the employeesthat the Buyer reasonably determines in the course of its due diligence are keyemployees shall have executed and delivered to the Company a Stock OptionAgreement with the Company in the form attached hereto as Exhibit D;

###  

### (e)           eachof the Sellers and all of the officers, directors, employees and Affiliates ofthe Company shall have delivered to Buyer evidence of repayment in full inaccordance with their terms all debts and other obligations, if any, owed byany of them to the Company;

###  

### (f)            eachdirector and officer of the Company shall have delivered to the Company his orher respective resignation as a director and officer of the Company, whichshall be effective as of the Closing;

###  

### (g)           theCompany and the Sellers shall have delivered to the Buyer the original stockrecords of the Company, books of account, minute books, minutes and otherrecords of all meetings of the Company, the corporate seal of the Company andsuch other documents, records, keys and other items as shall be necessary forthe operation of the business of the Company;

###  

### (h)           theCompany shall have executed and delivered to the Buyer a certificate of itssecretary, setting forth the organizational documents of the Company and theresolutions of its board of directors and stockholders (or other evidencereasonably satisfactory to the Buyer) authorizing the execution, delivery andperformance of this Agreement and the other documents

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##  

## contemplated hereby and the consummation of the transactions contemplatedhereby and thereby, and certifying that such organizational documents andresolutions have not been amended or rescinded and are in full force andeffect;

###  

### (i)            theCompany shall have delivered to the Buyer a good standing certificate from thejurisdiction of its incorporation and from each state in which it is qualifiedto do business, and its certified charter documents, each dated as of a datereasonably close to the date hereof;

###  

### (j)            theCompany shall have delivered to the Buyer all consents, licenses, permits andapprovals as set forth on Schedule 3.3 and each Seller shall havedelivered such consents as set forth on Schedule 4.2, each as requiredin connection with the execution, delivery, performance, validity andenforceability of this Agreement and the continued conduct of the business ofthe Company as conducted or proposed to be conducted as of the Closing;

###  

### (k)           theColumbia Bank and any other creditor of the Company shall have delivered to theCompany full written releases, to the reasonable satisfaction of Buyer, of allLiabilities and Encumbrances arising from, relating to or securing anyindebtedness for borrowed money of the Company, including without limitationduly executed UCC filings, releases of any assignment of payments with respectto any Government Contract and an agreement to forward and otherwise cooperatewith respect to any payments received after the Closing Date;

###  

### (l)            theSellers and the Company shall have delivered an opinion of counsel in the formattached hereto as Exhibit E; and

###  

### (m)          eachSeller shall have executed and delivered a FIRPTA Certification, which (i)states that such Seller is not a foreign person, (ii) sets forth suchSeller’s name, identifying number and address, and (iii) is signed by suchSeller under penalties of perjury, meeting the requirement of TreasuryRegulation Section 1.1445-2(b)(2); and the Company shall have executed anddelivered a properly executed FIRPTA Notification Letter, which states that theShares do not constitute “United States real property interests” under Section897(c) of the Code, for purposes of satisfying Buyer’s obligations underTreasury Regulation Section 1.1445-2(c)(3) and a form of notice to the IRS inaccordance with the requirements of Treasury Regulation Section 1.897-2(h)(2),along with written authorization for Buyer to deliver such notice form to theIRS on behalf of the Company.

###  

# **ARTICLE VIIICONDITIONS TO THE COMPANY’S AND THE SELLERS’ OBLIGATIONS**

# ** **

Allobligations of the Company and the Sellers under this Agreement are subject tothe fulfillment and satisfaction, prior to or at the time at which the ClosingDate is scheduled to occur, of each of the following conditions precedent, anyone or more of which may be waived, in part or in full, by the SellerRepresentative in writing.

 

## 8.1           Representationsand Warranties True at the Closing Date. All of the representations and warranties of the Buyer contained in thisAgreement shall be true, correct and complete in all material respects on andas of the Closing Date (except that all

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##  

## representations and warranties qualified by the words “material” or “inall material respects” or similar words shall be true, correct and complete inall respects on and as of the Closing Date) with the same effect as though suchrepresentations and warranties had been made on and as of such date (unlesssuch representations and warranties expressly relate to another date in whichcase the foregoing shall apply to such other date) and Buyer shall haveexecuted and delivered to each Seller a certificate as of the Closing as to theforegoing.

##  

## 8.2           Performance.  All of the terms, covenants, agreements andconditions of this Agreement to be complied with, performed or satisfied by theBuyer on or before the Closing Date shall have been duly complied with,performed or satisfied on or before such date and Buyer shall have executed anddelivered to each Seller a certificate as of the Closing as to the foregoing.

##  

## 8.3           NoLitigation.  No temporary restrainingorder, preliminary or permanent injunction or other order issued by any courtof competent jurisdiction or other legal or regulatory restraint or provisionchallenging the transactions contemplated hereunder shall be in effect, norshall any proceeding brought by an administrative agency or commission or otherGovernment Authority or instrumentality, domestic or foreign, seeking any ofthe foregoing be pending.

##  

## 8.4           ClosingDeliveries of the Buyer and Merger Sub. At the Closing, the Buyer shall have performed and delivered thefollowing, subject to waiver, in part or in full, by the Seller Representative:

##  

### (a)           eachof the Buyer and Merger Sub shall have executed and delivered a certificate ofits secretary, setting forth the organizational documents of the Buyer or theMerger Sub, as applicable, and the resolutions of its board of directors (orother evidence reasonably satisfactory to the Seller Representative)authorizing the execution and delivery of this Agreement and the documentscontemplated hereby and the consummation of the transactions contemplatedhereby and thereby, and certifying that such organizational documents andresolutions have not been amended or rescinded and are in full force andeffect; and

###  

### (b)           theBuyer shall have executed and delivered to each of the Management Sellers anEmployment Agreement in the form attached hereto as Exhibit C-1 or ExhibitC-2, as applicable.

###  

# **ARTICLE IXINDEMNITY**

# ** **

## 9.1           GeneralIndemnification.

##  

### (a)           EachSeller, jointly and severally, covenants and agrees to indemnify, defend,protect and hold harmless the Indemnified Parties from, against and in respectof all Damages suffered, sustained, incurred or paid by any Indemnified Party,in each case in connection with, resulting from or arising out of, directly orindirectly (whether or not involving a third party claim):  (i) the inaccuracy or breach of any representationor warranty made by the Company or any Seller set forth in this Agreement or inany other agreement or any certificate

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## delivered or provided in connection with or related to the consummationof the transactions contemplated by this Agreement; (ii) the nonfulfillment ofany covenant or agreement on the part of the Company or any Seller set forth inthis Agreement or in any agreement or certificate executed and delivered by theCompany or any Seller pursuant to this Agreement or in the transactionscontemplated hereby; (iii) any Liability with respect to any matter or mattersdescribed on Appendix B hereof; (iv) the Benefit Plans and any andall benefits accrued under the Benefit Plans as of the Closing Date and any andall other Liabilities arising out of, or in connection with the form oroperation of the Benefit Plans on or prior to the Closing Date; (v) anyLiability which arises out of, relates to or is associated with any claim byany Indemnified D&O against the Company for indemnification for any act oromission by any of them on or prior to the Closing Date; (vi) any and allLiabilities resulting from any litigation, suit, proceeding, action, claim,demand or investigation pending or threatened against the Company which arisesout of the operations of the Company on or prior to the Closing Date including,without limitation, any such matter listed on Schedule 3.13;(vii) any and all Liabilities resulting from, arising out of or inconnection with the Letter Agreement; and (viii) any and all Liabilities forTaxes (x) in connection with or arising out of the Company’s activities orbusiness on or prior to the Closing Date (determined, with respect to Taxperiods that begin before and end after the Closing Date, in accordance withthe allocation provisions of Section 6.6(b)) in excess of the amount of suchTaxes reflected as a current liability in the computation of Closing WorkingCapital (or not taken into account as a Non-Ordinary Course Liability), or (y)owing by any Person other than the Company for which the Company may be liable,including, without limitation (A) under Treasury Regulation Section 1.1502-6(or any similar provision of state, local, or foreign law), (B) as a transfereeor successor, or (C) by contract.

###  

### (b)           Buyercovenants and agrees to indemnify, defend, protect and hold harmless the SellerIndemnified Parties from, against and in respect of all Damages suffered,sustained, incurred or paid by any Seller Indemnified Party, in each case inconnection with, resulting from or arising out of, directly or indirectly:  (i) the inaccuracy or breach of anyrepresentation or warranty made by Buyer or Merger Sub set forth in thisAgreement or in any certificate delivered or provided in connection with orrelated to the consummation of the transactions contemplated by this Agreement;and (ii) the nonfulfillment of any covenant or agreement on the part ofBuyer set forth in this Agreement or in any certificate executed and deliveredby Buyer or Merger Sub pursuant to this Agreement or in the transactioncontemplated hereby.

###  

## 9.2           IndemnificationProcedures.  In the event of theassertion or commencement by any Person of any claim or legal proceeding(whether against Buyer or against any other Person) with respect to which anyIndemnified Party may be entitled to indemnification pursuant to this ArticleIX, the Indemnified Party shall have the right, at its election, to proceedwith the defense (including settlement or compromise) of such claim or legalproceeding on its own; provided, however, that if the IndemnifiedParty settles or compromises any such claim or legal proceeding without theconsent of the Indemnifying Party, such settlement or compromise shall not beconclusive evidence of the amount of Damages incurred by the Indemnified Partyin connection with such claim or legal proceeding (it being understood that ifthe Indemnified Party requests that the Indemnifying Party consent to asettlement or compromise, the Indemnifying Party shall act reasonably indetermining whether to provide such consent). The Indemnified Party shall give the Indemnifying Party prompt noticeafter it becomes aware of the commencement of any

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## 

##  

## such claim or legal proceeding against the Indemnified Party; provided,however, any failure on the part of Indemnified Party to so notify theIndemnifying Party shall not limit any of the obligations of the IndemnifyingParty (or the Sellers), or any of the rights of any Indemnified Party, underthis Article IX (except to the extent such failure adversely prejudices thedefense of such claim or legal proceeding). If the Indemnified Party does not elect to proceed with the defense(including settlement or compromise) of any such claim or legal proceeding, theIndemnifying Party may proceed with the defense of such claim or legalproceeding with counsel reasonably satisfactory to the Indemnified Party; provided,however, that the Indemnifying Party may not settle or compromise anysuch claim or legal proceeding without the prior written consent of theIndemnified Party (which consent may not be unreasonably withheld) unless suchsettlement or compromise (i) provides for the payment by the IndemnifyingParty of money as sole relief for the claimant (except that in this case wherethe Indemnifying Party is the Seller Representative the term “IndemnifyingParty” includes the Sellers), (ii) results in the full and general releaseof all of the Indemnified Persons from all Liabilities arising or relating to,or in connection with, a third-party claim, (iii) provides for dismissalwith prejudice of the Indemnified Party or Parties named therein, and(iv) does not admit, or consent to any finding of wrongful conductliability by any Indemnified Party.  NoBuyer Indemnified Party (other than Buyer or any successor thereto or assignthereof) and no Seller Indemnified Party (other than the Seller Representativeor any successor thereto or assign thereof) shall be permitted to assert anyindemnification claim or exercise any other remedy under this Agreement unless,in the case of the Buyer Indemnified Parties, Buyer (or any successor theretoor assign thereof) or, in the case of the Seller Indemnified Parties, theSeller Representative (or successor thereto or assign thereof), shall haveconsented to the assertion of such indemnification claim or the exercise ofsuch other remedy.  Nothing herein shallbe deemed to prevent the Indemnified Party from making a claim, and anIndemnified Party may make a claim hereunder, for potential or contingentclaims or demands; provided, the notice of such claim sets forth thespecific basis for any such potential or contingent claim or demand to theextent then feasible and the Indemnified Party has reasonable grounds tobelieve that such a claim or demand may be made.

##  

## 9.3           Rightof Offset.  In the event that anySeller shall have an indemnification obligation to the Buyer or any IndemnifiedParty, the Buyer and Merger Sub shall have the right (but not the obligation)to offset such amount against any portion of the Merger Consideration owed tosuch Seller, including without limitation, any portion of the SecondPost-Closing Payment.  No limitation onthe Buyer’s or Merger Sub’s ability to exercise the rights set forth in thisSection shall affect such Indemnified Party’s rights hereunder orotherwise.  Such remedy shall be inaddition to and not in limitation of any injunctive relief or other rights orremedies to which the Buyer or any Indemnified Party is or may be entitled atlaw or equity or under this Agreement (including any exhibits hereto).

##  

## 9.4           Survivalof Representations, Warranties and Covenants.  Each covenant and agreement contained in thisAgreement or in any agreement or other document delivered pursuant hereto shallsurvive the Closing and be enforceable until such covenant or agreement hasbeen fully performed.  Allrepresentations and warranties contained in this Agreement or in any agreementor other document delivered pursuant hereto shall survive the Closing untilApril 30, 2006 and shall thereafter expire. The limitations on survivorship set forth in the preceding sentence ofthis Section 9.4 shall not apply to (i) the representations and warrantiesset forth in Sections 3.4 (Capitalization), 3.20 (Brokers), 4.3 (Company Shares),4.4 (Brokers) and 5.4

##  

## 49

## 

##  

## (Brokers), all of which shall survive without limitation (and in noevent less than six years), or (ii) claims based on fraud or intentionalmisrepresentation, which shall survive without limitation (and in no event lessthan six years), (iii) the representations and warranties set forth inSection 3.15 (Government Contracts), which shall survive for six (6) yearsafter the Closing, or (iv) the representations and warranties set forth inSections 3.8 (Employee Benefit Plans), 3.10 (Taxes) and 3.16 (Environmental),which shall survive until the end of the applicable statute of limitations (orany extension thereof) plus ninety (90) days. Notwithstanding the foregoing, any representation or warranty withrespect to which a claim has been made for a breach thereon prior to the end ofthe applicable survival period shall survive past the applicable survivalperiod, if necessary, at least until such claim is resolved.

##  

## 9.5           Limitationson Indemnification.

##  

### (a)           Thereshall be no liability for Damages for breaches of representations andwarranties unless and until the aggregate amount of all Damages for all claimsasserted by the Buyer Indemnified Parties exceeds One Hundred Sixty ThousandDollars ($160,000); provided, however, after such amount ofDamages exceeds One Hundred Sixty Thousand Dollars ($160,000), all Damages,excluding the first One Hundred Sixty Thousand Dollars ($160,000), shall berecoverable by the Buyer Indemnified Parties. There shall be no liability for Damages for breaches of representationsand warranties unless and until the aggregate amount of all Damages for allclaims asserted by the Seller Indemnified Parties exceeds One Hundred SixtyThousand Dollars ($160,000); provided, however, after such amountof Damages exceeds One Hundred Sixty Thousand Dollars ($160,000), all Damages,excluding the first One Hundred Sixty Thousand Dollars ($160,000), shall berecoverable by the Seller Indemnified Parties. The limitations set forth in this Section 9.5 shall not apply to (i) therepresentations and warranties set forth in Sections 3.4 (Capitalization), 3.8(Employee Benefit Plans), 3.10 (Taxes), 3.20 (Brokers), 4.3 (Company Shares),4.4 (Brokers) and 5.4 (Brokers), or (ii) claims based on fraud or intentionalmisrepresentation, with respect to which, in each case, all Damages shall berecoverable from the first dollar and shall be counted in determining whetherthe thresholds in this Section 9.5(a) have been exceeded.

###  

### (b)           Theindemnification obligations of the Sellers for breaches of representations andwarranties shall be limited to an amount equal to Three Million Eight HundredThousand Dollars ($3,800,000).  Theindemnification obligations of Buyer for breaches of representations andwarranties shall be limited to an amount equal to Three Million Eight HundredThousand Dollars ($3,800,000).  Theforegoing limitations in this Section 9.5(b) above shall not apply to(i) the representations and warranties set forth in Sections 3.4(Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.15 (GovernmentContracts), 3.20 (Brokers), 4.3 (Company Shares), 4.4 (Brokers) and 5.4(Brokers), or (ii) claims based on fraud or intentional misrepresentation,with respect to which, in each case, (A) no Damages shall be counted indetermining whether the cap in this Section 9.5(b) has been exceeded, and (B)the indemnification obligations shall be limited to an aggregate amount equalto the Merger Consideration.

###  

### (c)           Theindemnification obligations of the parties hereto and the rights and remediesthat may be exercised by an Indemnified Party shall not be limited or otherwise

##  

## 50

## 

##  

## affected by or as a result of any information furnished to, or anyinvestigation made by or knowledge of any of the Indemnified Parties or any oftheir Representatives.

###  

### (d)           Theamount that may be recovered hereunder by an Indemnified Party shall be reducedby an amount equal to any insurance recovery actually received by theIndemnified Party (except to the extent any such insurance proceeds must berepaid by the Indemnified Party or its Affiliates to the insurer throughadjustments to past, present or future insurance premiums or other similarmechanisms payable within the three (3) year period following the date of theclaim giving rise to such increase) and shall be appropriately adjusted foractual Tax consequences and for the time value of money.  Buyer shall have the right to determine inits sole discretion whether to pursue any such insurance or Tax recovery.

###  

### (e)           Forpurposes of this Article IX, all representations and warranties in Section3.15(c) shall be construed as if the words “materially,” “in all materialrespects” or similar words were omitted from such representations andwarranties.

###  

## 9.6           ExclusiveRemedy.  The provisions of Article IXshall constitute the sole and exclusive remedy from and after the Closing withrespect to any Damages suffered, sustained, incurred or paid by any IndemnifiedParty resulting from or arising out of any breach of any representation orwarranty made by any Party in this Agreement or in any officer’s certificatedelivered or provided upon the Closing, except for specific performance andequitable remedies as set forth in Article X and in the first two sentences ofSection 12.3 and except in the case of fraud or intentional misrepresentation.

##  

## 9.7           Waiver,Release and Discharge.  Effectiveupon the Closing, except (i) as expressly set forth in this Agreement,(ii) the Company’s obligations to reimburse such Seller for travelexpenses incurred in the ordinary course of business by such Seller as anemployee of the Company and (iii) the Company’s obligations to such Selleras an Indemnified D&O as further described in Section 6.11, each Sellerhereby irrevocably waives, releases and discharges the Company from any and allLiabilities and obligations to the Seller of any kind or nature whatsoever,whether in his capacity as a Seller hereunder, as a stockholder, officer, directoror employee of the Company or otherwise (including, without limitation, inrespect of rights of contribution or indemnification), in each case whetherabsolute or contingent, liquidated or unliquidated, known or unknown, andwhether arising hereunder or under any other agreement or understanding orotherwise at law or equity, and each Seller shall not seek to recover anyamounts in connection therewith or thereunder from the Company.  Each Seller waives, and acknowledges andagrees that he shall not have and shall not exercise or assert (or attempt toexercise or assert), any right of contribution, right of indemnity or othersimilar right or remedy against the Company, the Buyer or the Merger Sub, and,after the Effective Time, the Surviving Corporation, in connection with anyactual or alleged breach of any representation, warranty or obligation setforth in this Agreement.

##  

# **ARTICLE XCOVENANT NOT TO COMPETE**

# ** **

## 10.1         ProhibitedActivities.  For the periodcommencing with Closing and ending on the later of the third (3rd)anniversary of the Closing and two (2) years after the date of termination of

##  

## 51

## 

##  

## any employment or consulting arrangement with the Buyer, the SurvivingCorporation or the Buyer’s Affiliates, neither Management Seller shall, for anyreason whatsoever, directly or indirectly, for himself, or on behalf of or inconjunction with any other Person:

##  

### (a)           engageas a stockholder, officer, director, owner, partner, joint venturer, or in amanagerial capacity, whether as an employee, independent contractor, consultantor advisor, in any business selling any products or services (x) in direct orindirect competition with the business of the Surviving Corporation or any ofits Affiliates or (y) in direct competition with the Buyer or any of itsAffiliates, in each case as conducted as of the Closing and during the periodcommencing with the Closing and ending on the date of termination of anyemployment or consulting arrangement with the Buyer, the Surviving Corporationor the Buyer’s Affiliates; provided, however, that neitherManagement Seller nor any of such Management Seller’s respective Affiliatesshall be precluded from the ownership of securities of corporations that arelisted on a national securities exchange or traded in the nationalover-the-counter market in an amount that shall not exceed one percent (1%) ofthe outstanding shares of any such corporation;

###  

### (b)           employ,or call upon for the purpose or with the intent of enticing or soliciting away fromor out of the employ of the Buyer, the Surviving Corporation or any of theBuyer’s Affiliates, any person who is at that time, or was within one (1) yearprior to that time, an employee of the Buyer, the Company, the SurvivingCorporation or any of the Buyer’s Affiliates;

###  

### (c)           sellproducts or services to, or call upon for the purpose of soliciting or sellingproducts or services to, any Person who is a customer of the SurvivingCorporation or who at that time, or has been within one (1) year prior to thattime, a customer or prospective customer of the Buyer or any of the Buyer’sAffiliates; for purposes of this Section 10.1(c), (x) a “customer of theCompany” means the Department of Defense Intelligence Agency, the NationalCryptologic School, the Office of Naval Intelligence, the National GeospatialIntelligence Agency, the Defense Acquisition University and the State ofMaryland and any federal or other government program office of or under any ofthe foregoing and (y) a “customer or prospective customer of the Buyer or anyof the Buyer’s Affiliates” means any federal government program office forwhich a contract is being supported to which the Buyer or such Affiliate is aparty and which the Buyer or such Affiliate has performed or been performing atany time prior to the date of the determination thereof or any federalgovernment program office for which a contract is being pursued; or

###  

### (d)           publishany statement or make any statement (under any circumstances reasonably likelyto become public) critical of the Buyer, the Company, the Surviving Corporationor any of the Buyer’s Affiliates, or in any way adversely affecting orotherwise maligning the reputation of the Buyer, the Company, the SurvivingCorporation or any of the Buyer’s Affiliates.

###  

The partiesintend that the covenants contained in this Section 10.1 shall be deemed to bea series of separate covenants, one for each county in each state of the UnitedStates and, except for geographic coverage, each such separate covenant shallbe identified in terms to the covenant contained in this Section 10.1.

##  

## 52

## 

##  

## 10.2         Confidentiality.

##  

### (a)           Fromand after the Closing, each Seller and each of their respective Affiliates, (i)shall treat and hold as confidential all information concerning this Agreement(except such information as is necessary to be disclosed to such Seller’sadvisors who agree to treat such information as confidential) and the businessand affairs of the Buyer, the Company, the Surviving Corporation and the Buyer’sAffiliates that is not already generally available to the public (the “ConfidentialInformation”), (ii) shall not disclose, transfer, transmit or use any ofthe Confidential Information except in connection with this Agreement or inconnection with their employment duties to the Buyer, the Company or theSurviving Corporation as authorized by the Buyer, the Company or the SurvivingCorporation, and (iii) shall deliver promptly to the Buyer, at the request andoption of the Buyer, all tangible embodiments (and all copies) of theConfidential Information which are in his possession or under his control.  Each Seller hereby acknowledges that suchConfidential Information constitutes proprietary and trade secret informationof the Buyer, the Company or the Surviving Corporation, as the case may be.

###  

### (b)           Fromand after the Closing, in the event that any Seller is requested or required(by oral question or request for information or documents in any legalproceeding, interrogatory, subpoena, civil investigative demand, or similarprocess) to disclose any Confidential Information, such Seller shall notify theBuyer promptly of the request or requirement so that the Buyer may seek anappropriate protective order or waive compliance with the provisions of thisSection 10.2.  If, in the absence of aprotective order or the receipt of a waiver hereunder, any Seller is, on theadvice of counsel, compelled to disclose any Confidential Information to anytribunal or other Government official or agency, such Seller may disclose theConfidential Information to the tribunal; providedthat suchSeller shall use his reasonable best efforts to obtain, at the request andexpense of the Buyer, an order or other assurance that confidential treatmentshall be accorded to such portion of the Confidential Information required tobe disclosed as the Buyer shall designate.

###  

## 10.3         Damages.  Because of the difficulty of measuringeconomic losses to the Buyer and its Affiliates as a result of a breach of theforegoing covenants in this Article X, and because of the immediate andirreparable damage that could be caused to the Buyer and its Affiliates forwhich it would have no other adequate remedy, each Seller agrees that theforegoing covenant may be enforced by the Buyer in the event of breach by suchSeller, in addition to, but not in lieu of, any other available remedies, byinjunctions and restraining orders and other equitable remedies.

##  

## 10.4         ReasonableRestraint.  It is agreed by theParties that the foregoing covenants in this Article X impose a reasonablerestraint on the applicable Seller in light of the activities and business ofthe Buyer and its Affiliates on the date of the execution of this Agreement andthe current plans of the Buyer and its Affiliates; but it is also the intent ofthe Parties, that such covenants be construed and enforced in accordance withthe changing activities and business of the Buyer, the Company, the SurvivingCorporation and the Buyer’s Affiliates throughout the period from the Closingto the date of termination of any employment or consulting arrangement with theBuyer, the Company, the Surviving Corporation or the Buyer’s Affiliates.

##  

## 10.5         IndependentCovenant.  All of the covenants inthis Article X shall be construed as an agreement independent of any otherprovision in this Agreement, and the existence of any claim or cause of actionof any Seller against the Buyer, whether predicated on this Agreement

##  

## 53

## 

##  

## or otherwise, shall not constitute a defense to the enforcement by theBuyer of such covenants.  It isunderstood by the Parties hereto that the covenants contained in this Article Xare essential elements of this Agreement and that, but for the agreement of theSellers to comply with such covenants, the Buyer would not have agreed to enterinto this Agreement.  Each Seller and theBuyer have independently consulted with their respective counsel and have beenadvised concerning the reasonableness and propriety of such covenants withspecific regard to the nature of the business conducted by the Buyer.  Each Seller hereby agrees that all covenantscontained in this Article X are material, reasonable and valid and waive alldefenses to the strict enforcement hereof by the Buyer.  The covenants in this Article X are severableand separate, and the unenforceability of any specific covenant shall notaffect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shalldetermine that the scope, time or territorial restrictions set forth areunreasonable, then it is the intention of the Parties that such restrictions beenforced to the fullest extent which the court deems reasonable, and theAgreement shall thereby be reformed.  Thecovenants contained in Article X hereof shall not be affected by any breach ofany other provision hereof by any Party hereto but shall have no effect if thetransactions contemplated by this Agreement are not performed.

##  

# **ARTICLE XITERMINATION**

# ** **

## 11.1         Termination.

##  

### (a)           ThisAgreement may, by notice given on or prior to the Closing Date, in the mannerhereinafter provided, be terminated and abandoned at any time prior to theClosing Date:

###  

#### (i)            bythe Seller Representative if there has been a material misrepresentation or amaterial default or breach by the Buyer with respect to its representations inthis Agreement or in any ancillary document or the due and timely performanceof any of the Buyer’s covenants and agreements contained in this Agreement orin any ancillary document, and such misrepresentation, default or breach shallnot have been cured within five (5) days after receipt by the Buyer of noticespecifying particularly such misrepresentation, default or breach;

####  

#### (ii)           bythe Buyer if there has been a material misrepresentation or a material defaultor breach by the Company or any Seller with respect to any of their respectiverepresentations in this Agreement or in any ancillary document or the due andtimely performance by the Company or any Seller of any of their respectivecovenants and agreements contained in this Agreement or in any ancillarydocument, and such misrepresentation, default or breach shall not have beencured within five (5) days after receipt by the Company or any Seller of noticespecifying particularly such misrepresentation, default or breach;

####  

#### (iii)          bymutual agreement of the Company and the Buyer;

####  

#### (iv)          byBuyer if Buyer is not satisfied with the results of its review of, and the duediligence investigation with respect to, the business of the Company or thematter or matters described in Appendix B;

##  

## 54

## 

##  

#### (v)           byeither the Company or the Buyer if the Closing shall not have occurred on orbefore the seventy-fifth (75th) day after the date hereof; providedthat the Party seeking to terminate this Agreement shall not because ofits (and in the case of the Company, any Seller’s) breach or violation of anyrepresentation, warranty or covenant contained herein have caused the Closingnot to have occurred;

####  

#### (vi)          bySeller Representative, on the one hand, or by Buyer on the other hand, ifWachovia Bank, National Association, or Wachovia Capital Markets, LLC, refusesto provide a consent in connection with the execution, delivery or performanceby Buyer of this Agreement and the other documents contemplated hereby and theconsummation by Buyer of the transactions contemplated hereby or thereby; or

####  

#### (vii)         bythe Seller Representative, on the one hand, or by the Buyer, on the other hand,if there shall be a final nonappealable order of a federal or state court ineffect preventing the consummation of the transactions contemplated by thisAgreement; or there shall be any action taken, or any statute, rule, regulationor order enacted, promulgated or issued or deemed applicable to thetransactions by any Government Authority which would make the consummation ofthe transactions illegal.

####  

### (b)           Inthe event of the termination of this Agreement pursuant to Section 11.1(a), (i)the Merger shall be abandoned; (ii) the provisions of Article IX, this ArticleXI and Article XII shall remain in full force and effect and survive anytermination of this Agreement; and (iii) each Party shall remain liable for anybreach of this Agreement prior to its termination.

###  

# **ARTICLE XIIMISCELLANEOUS**

# ** **

## 12.1         Successorsand Assigns.  This Agreement shallinure to the benefit of and be binding upon the Parties and their respectivesuccessors and assigns; provided, however, that the Company andthe Sellers may not make any assignment of this Agreement or any interestherein without the prior written consent of the Buyer.  Any such purported assignment without suchprior written consent shall be void and of no force or effect.

##  

## 12.2         GoverningLaw.  This Agreement shall in allrespects be interpreted, construed and governed by and in accordance with thelaws of the Commonwealth of Virginia, without regard to its conflicts of lawsprinciples.

##  

## 12.3         SpecificPerformance.  Each Party acknowledgesthat the other Parties shall be irreparably harmed and that there shall be noadequate remedy at law for any violation by any of them of any of the covenantsor agreements contained in this Agreement. It is accordingly agreed that, in addition to, but not in lieu of, any otherremedies which may be available upon the breach of any such covenants oragreements, each Party shall have the right to obtain injunctive relief torestrain a breach or threatened breach of, or otherwise to obtain specificperformance of, the other Parties’ covenants and agreements contained in thisAgreement.  Subject to Section 9.6,rights and remedies of the Parties under this Agreement shall be cumulative,and the exercise of one or more rights or remedies will not preclude theexercise of any other right or remedy available under this Agreement orapplicable law.

##  

## 55

## 

##  

## 12.4         Severability.  Each section, subsection and lesser sectionof this Agreement constitutes a separate and distinct undertaking, covenantand/or provision hereof.  In the eventthat any provision of this Agreement shall finally be determined to beunlawful, such provision shall be deemed severed from this Agreement, but everyother provision of this Agreement shall remain in full force and effect.

##  

## 12.5         Amendment.  This Agreement may be amended, supplementedor modified only by execution of an instrument in writing signed by the Buyer,the Company and the Seller Representative.

##  

## 12.6         Waiver.  Any Party hereto may to the extent permittedby applicable Law (i) extend the time for the performance of any of theobligations or other acts of the other Parties hereto, (ii) waive anyinaccuracies in the representations and warranties of the other Parties heretocontained herein or in any document delivered pursuant hereto or (iii) waivecompliance with any of the agreements of the other Parties hereto containedherein.  No such extension or waivershall be effective unless set forth in a written instrument duly executed by oron behalf of the Party extending the time of performance or waiving any suchinaccuracy or non-compliance.  No waiverby any Party of any term of this Agreement, in any one or more instances, shallbe deemed to be or construed as a waiver of the same or any other term of this Agreementon any future occasion.

##  

## 12.7         Notices.  All notices, requests, consents, waivers, andother communications required or permitted to be given hereunder shall be inwriting and shall be deemed to have been duly given (a) if personallydelivered, upon delivery or refusal of delivery; (b) if mailed by registered orcertified United States mail, return receipt requested, postage prepaid, upondelivery or refusal of delivery; or (c) if sent by a nationally recognizedovernight delivery service, upon delivery or refusal of delivery.  All notices, consents, waivers, or othercommunications required or permitted to be given hereunder shall be addressedas follows:

##  

### (a)           Ifto the Buyer:

###  

SI International, Inc.

12012 Sunset Hills Road

Suite 800

Reston, Virginia 20190

Attention:  Thomas E. DunnJames E. Daniel

Telephone: (703) 234-7000

Facsimile: (703) 234-7501

 

with a copy to:

 

Shaw Pittman LLP

1650 Tysons Boulevard

Suite 1400

McLean, Virginia 22102

Attention: Lawrence T. Yanowitch, Esq.

Telephone: (703) 770-7784

##  

## 56

## 

##  

Facsimile: (703) 770-7901

 

### (b)           Ifto any Seller or the Seller Representative:

###  

Joseph D. Gould

12718 Gathering Oaks Drive

Jacksonville, Florida 32258

Telephone: (904) 619-8069

Facsimile: (443) 539-3600

 

Ronald A. Dabbieri

6144 Roxbury Avenue

Springfield, Virginia 22152

Telephone: (703) 780-3705

Facsimile: (443) 539-3600

 

with a copy to:

 

Hunton & Williams LLP

600 Peachtree Street, NE

4100 Bank of America Plaza

Atlanta, Georgia 30308

Attention: Ronald J. Lieberman, Esq.

Telephone:  (404) 888-4139

Facsimile: (404) 888-4190

 

## or at such other address or addresses as the Party addressed may fromtime to time designate in writing pursuant to notice given in accordance withthis section.

 

## 12.8         Expenses.  Except as otherwise provided in Article IX,all costs and expenses of the Company and any Seller (including, withoutlimitation, financial advisory fees, legal fees and expenses, broker and finderfees, fees and expenses of accountants) incurred by the Company or any Sellerin connection with the transactions contemplated hereby shall be borne by theSellers and all costs and expenses of the Buyer (including, without limitation,financial advisory fees, legal fees and expenses, broker and finder fees, feesand expenses of accountants) incurred by the Buyer in connection with thetransactions contemplated hereby shall be borne by the Buyer; provided, however,the Company may pay such costs and expenses on behalf of the Sellers prior tothe Closing Date so long as the Company does not reasonably expect to have aClosing Working Capital Deficit or cause a Closing Working Capital Deficit byvirtue of such payment.  The SellerRepresentative may direct the Buyer to satisfy any of the Seller’s obligationsunder this Section 12.8 at the Closing, in which case the First Post-ClosingPayment shall be reduced by a corresponding amount.

##  

## 12.9         Arbitration.

##  

### (a)           Exceptas set forth in Article X, Section 11.3 and Section 11.9(c) hereof, anydispute, difference, controversy or claim arising in connection with or relatedor incidental

##  

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## 

##  

## to, or question occurring under, this Agreement or the subject matterhereof shall be finally settled under the Commercial Arbitration Rules (the “Rules”)of the American Arbitration Association (“AAA”), unless otherwiseagreed, by an arbitral tribunal composed of three (3) arbitrators, at least one(1) of whom shall be an attorney experienced in corporate transactions,appointed by agreement of the Buyer and the Seller Representative in accordancewith said Rules.  In the event Buyer andthe Seller Representative fail to agree upon a panel of arbitrators from thefirst list of potential arbitrators proposed by the AAA, the AAA will submit asecond list in accordance with such Rules. In the event Buyer and the Seller Representative shall have failed toagree upon a full panel of arbitrators from such second list, any remainingarbitrators to be selected shall be appointed by the AAA in accordance withsuch Rules.  If at the time of thearbitration Buyer and the Seller Representative agree in writing to submit thedispute to a single arbitrator, such single arbitrator shall be appointed byagreement of Buyer and the Seller Representative in connection with theforegoing procedure or failing such agreement by the AAA in accordance withsuch Rules.  All arbitrators shall beneutral arbitrators and subject to Rule 19 of the Rules.

###  

### (b)           Thearbitrators shall not have the authority to add to, detract from, or modify anyprovision hereof nor to award punitive damages to any injured Party.  A decision by a majority of the arbitratorsshall be final, conclusive and binding. The arbitrators shall deliver a written and reasoned award with respectto the dispute to each of the parties, who shall promptly act in accordancetherewith.  Any arbitration proceedingshall be held in Alexandria, Virginia.

###  

### (c)           TheParties hereby exclude any right of appeal to any court on the merits of thedispute.  The provisions of this Section12.9 may be enforced in any court having jurisdiction over the award or any ofthe Parties or any of their respective assets, and judgment on the award(including without limitation equitable remedies) granted in any arbitrationhereunder may be entered in any such court. Nothing contained in this Section 12.9 shall prevent any Party fromseeking injunctive or other equitable relief from any court of competentjurisdiction, without the need to resort to arbitration.

###  

### (d)           Inany arbitration hereunder, the holders of Company Common Stock and theirrespective successors shall be bound by any and all actions taken by the SellerRepresentative on their behalf pursuant to Section 2.3.  All communications or writings sent to theSeller Representative shall be deemed notice to all of the holders of CompanyCommon Stock hereunder.

###  

## 12.10       CompleteAgreement.  This Agreement, thosedocuments expressly referred to herein, including all exhibits and scheduleshereto, and the other documents of even date herewith, together with theConfidentiality and Non-Disclosure Agreement, dated February 13, 2004, betweenthe Company and Buyer (which shall automatically terminate at Closing) and theletter agreement regarding confidentiality, dated November 10, 2004, betweenthe Company and Buyer (which shall automatically terminate at Closing) embodythe complete agreement and understanding among the Parties and supersede andpreempt any prior understandings, agreements or representation by or among theParties, written or oral, which may have related to the subject matter herein.

##  

## 12.11       Absenceof Third Party Beneficiary Rights. No provision of this Agreement is intended, nor will be interpreted, toprovide or create any third party beneficiary rights or any

##  

## 58

## 

##  

## other rights of any kind in any client, customer, Affiliate,stockholder, employee or partner of any Party hereto or any other Person.

##  

## 12.12       MutualDrafting.  This Agreement is themutual product of the Parties, and each provision hereof has been subject tothe mutual consultation, negotiation and agreement of each of the Parties, andshall not be construed for or against any Party hereto.

##  

## 12.13       FurtherRepresentations.  Each Party to thisAgreement acknowledges and represents that it has been represented by its ownlegal counsel in connection with the transaction contemplated by thisAgreement, with the opportunity to seek advice as to its legal rights from suchcounsel.  Each Party further representsthat it is being independently advised as to the Tax or securities consequencesof the transactions contemplated by this Agreement and is not relying on anyrepresentation or statements made by any other Party as to such Tax andsecurities consequences.

##  

## 12.14       Gender.  Unless the context clearly indicatesotherwise, where appropriate the singular shall include the plural and themasculine shall include the feminine or neuter, and viceversa,to the extent necessary to give the terms defined herein and/or the termsotherwise used in this Agreement the proper meanings.

##  

## 12.15       Headings.  The headings in this Agreement are intendedsolely for convenience of reference and shall be given no effect in theconstruction or interpretation of this Agreement.

##  

## 12.16       Counterparts.  This Agreement may be executed in two or morecounterparts, each of which when executed and delivered shall be deemed anoriginal and all of which, taken together, shall constitute the sameagreement.  This Agreement and anydocument or schedule required hereby may be executed by facsimile signaturewhich shall be considered legally binding for all purposes.

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##  

**IN WITNESS WHEREOF**, each Party hereto hascaused this Agreement to be signed by its officer thereunto duly authorized asof the date first above written.

 
|   | SI  International, Inc.           |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   | /s/  Thomas E. Dunn |
|   | Name:                             | Thomas  E. Dunn |
|   | Title:                            | Executive Vice  President and Chief  Financial Officer |
|   |                              |
|   |                              |
|   | Bridge  Technology Corporation    |
|   |                              |
|   |                              |
|   | By:                               | /s/  Ronald A. Dabbieri |
|   | Name:                             | Ronald  A. Dabbieri |
|   | Title:                            | President |
|   |                              |
|   |                              |
|   | /s/  Joseph D. Gould         |
|   | Joseph  D. Gould                  |
|   |                              |
|   |                              |
|   | /s/  Ronald A, Dabbieri      |
|   | Ronald  A. Dabbieri               |
|   |                              |
|   |                              |
|   | /s/  Christopher F. Dabbieri |
|   | Christopher  F. Dabbieri          |
|   |                              |
|   |                              |
|   | /s/  Lauri Dabbieri          |
|   | Lauri  Dabbieri                   |
|   |                              |
|   |                              |
|   | /s/  Thomas D. Gould         |
|   | Thomas  D. Gould                  |

##  

## 

##  

|   | /s/  Gregory A. Gould   |   |
|--------|------------------------------|--------|
|   | Gregory  A. Gould            |
|   |                         |
|   |                         |
|   | /s/  Michelle G. McCall |
|   | Michelle  G. McCall          |

##  

## 

##  

**APPENDIX**

 
| Appendix A |   | Defined Terms     |
|------------|--------|-------------------|
|       |   |              |
| Appendix B |   | Diligence Matters |

 

**EXHIBITS**

 
| Exhibit A   |   | Form of Subordination Agreement                 |
|-------------|--------|-------------------------------------------------|
|        |   |                                            |
| Exhibit B   |   | Letter Agreement                                |
|        |   |                                            |
| Exhibit C-1 |   | Form of Joseph D. Gould Employment Agreement    |
|        |   |                                            |
| Exhibit C-2 |   | Form of Ronald A. Dabbieri Employment Agreement |
|        |   |                                            |
| Exhibit D   |   | Form of Stock Option Agreement                  |
|        |   |                                            |
| Exhibit E   |   | Form of Option of Counsel.                      |

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