STOCK
      PURCHASE AGREEMENT

     

    July
      31,
      2007

     

    The
      parties to this Stock Purchase Agreement are Advanced Connections, Inc., an
      Idaho corporation (“ACI”), Crystal Hospitality Holdings, Inc., a Delaware
      corporation (“CHH”); and Crystal International Travel Group. Inc., a Delaware
      corporation (the “Stockholder”). 

     

    Accordingly,
      it is agreed as follows:

     

    1.  Transactions
      at the Closing. 

     

    1.1  Purchase
      of CHH Stock.
      At the
      closing referred to in section 2,
      the
      Stockholder shall sell, assign and deliver to ACI all of the shares of CHH
      capital stock owned by the Stockholder as set forth on Schedule 1
      and ACI
      shall purchase and acquire those shares
      (the
“CHH Shares”).

     

    1.2  Payment
      of Purchase Price. 

     

    At
      the
      closing, ACI shall pay $10.00 to the Stockholder. As additional consideration
      and subject to the conditions set forth in Sections 1.3 and 1.4 below, ACI
      shall
      make cash payments of $2,500.00 (the “Monthly Purchase Price”) to the
      Stockholder beginning on August 31, 2007 and continuing to make such payments
      on
      the last day of each month for a period of fifty-nine months (the “Monthly
      Purchase Price Period”).

     

    1.3  Offset
      of the Monthly Purchase Price.
      Subsequent to the closing, ACI shall license back to the Stockholder the right
      and obligation to maintain and operate www.suntrips.com (the “Website”) pursuant
      to terms and conditions to be determined within thirty days of the Closing
      for
      the Monthly Purchase Price Period. At the end of each month during the Monthly
      Purchase Price Period, the Stockholder shall calculate the revenues generated
      by
      the Website and remit to ACI within five business days the revenue generated
      during the month, which shall offset by the Monthly Purchase Price to the extent
      applicable.

     

    1.4  Repurchase
      Right.
      At any
      time during the Monthly Purchase Price Period, the Stockholder shall have the
      right to reacquire the Website by providing ACI ten days prior written notice;
      provided, however, that if the Website is reacquired, the sole consideration
      the
      Stockholder shall be required to tender is that ACI shall no longer be required
      to make any additional Monthly Purchase Price payments. 

     

    1.5  Certain
      Definitions. 

     

    (a)  As
      used
      in this agreement:

     

    (i)  the
      term
“Cash and Cash Equivalents” means all cash and other liquid assets, including,
      but not limited to, bank deposits, paper currency and coins, negotiable money
      orders and checks, U.S. Treasury bills, money-market fund shares and commercial
      paper; 

     

    (ii)  the
      term
“Knowledge of the Stockholder” means the actual knowledge, after due inquiry, of
      any the Stockholder; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (iii)  the
      term
“Material Adverse Effect” means any change or event that has had, or would
      reasonably be expected to have, a material adverse effect on the assets,
      liabilities, financial condition, business, or operations of CHH.

     

    2.  Closing. 

     

    2.1  Date
      of Closing Subject
      to the satisfaction of the conditions set forth in section 7
      (or
      waiver by ACI), the closing under this agreement shall take place at the offices
      of Crystal International Travel Group, Inc. at 2160 Headquarters Plaza,
      10th
      Floor,
      Morristown, New Jersey 07960 (or at such other place as the parties may agree
      upon in writing) on or before July 27, 2007. The date on which the closing
      is
      held is referred to in this agreement as the “Closing Date.” At the closing, the
      parties shall execute and deliver the documents referred to in
      section 8.

     

    2.2  Outside
      Date for Closing. If
      the
      closing has not occurred by July 31, 2007, this agreement may be terminated
      as
      provided in section 10;
      upon
      such termination none of the parties shall have any liability of any kind
      arising out of this agreement other than any liability resulting from its breach
      of this agreement prior to termination. 

     

    3.  Representations
      and Warranties by CHH and the Stockholder. Each
      of
      CHH and the Stockholder represents and warrants to ACI, except as set forth
      in a
      correspondingly numbered disclosure schedule delivered by CHH to ACI, as
      follows:

     

    


    3.1  Organization
      and Authority of CHH. CHH
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of Delaware and has the full power and authority to enter into and to perform
      this agreement and to own, lease and operate its properties as it now does
      and
      to carry on its business as it is presently being conducted. CHH is duly
      qualified and in good standing as a foreign corporation in each jurisdiction
      in
      which it is required to be so qualified. The copies of CHH’s organizational
      documents and any stockholder or voting agreements that have been delivered
      to
      ACI are complete and correct, and there are no other documents or agreements
      affecting the rights or obligations of the stockholders of CHH as such. The
      execution, delivery and performance of this agreement by CHH have been duly
      authorized by all necessary corporate and stockholder action and this agreement
      constitutes a legal, valid and binding obligation of CHH enforceable against
      CHH
      in accordance with its terms.
      CHH
      Tours, Inc. is the sole stockholder of each of its subsidiaries. 

     

    3.2  No
      Conflicts. 

     

    (a)  The
      execution, delivery and performance of this agreement by CHH and the Stockholder
      will not (i) conflict with the organizational or governing documents of
      CHH; (ii) conflict with, or result in the breach or termination of, or
      constitute a default under, or increase CHH’s obligations, or diminish CHH’s
      rights under, any lease, agreement, commitment or other instrument, or any
      order, judgment or decree, to which CHH is a party or by which CHH or any of
      its
      properties is bound; (iii) constitute a violation of any law, regulation,
      order, writ, judgment, injunction or decree applicable to CHH; (iv) result
      in the creation of any claim, lien, security interest, charge or encumbrance
      upon any capital stock or assets of CHH; or (v) have a Material Adverse
      Effect.

     

    (b)  No
      consent, approval or authorization of, or designation, declaration or filing
      with, any court or governmental authority or any other person or entity is
      required on the part of CHH or any of the Stockholder in connection with the
      execution, delivery and performance of this agreement by CHH or the
      Stockholder.

     

    
      
         

      

      
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    3.3  Capitalization. CHH
      has
      outstanding [ ] shares of common stock and no shares of preferred stock, which
      are owned solely by the Stockholder and no other person or entity holds any
      equity interest in CHH. The Stockholder holds those shares of record and
      beneficially, free and clear of any claim, lien or encumbrances. There are
      no
      outstanding subscriptions, options, warrants or rights of any kind to acquire
      any interest in or shares of any class of CHH; there are no outstanding
      securities convertible into any interest in CHH; and there are no obligations
      that might require CHH to issue any such options, warrants, rights or
      securities. There are no existing arrangements that require or permit any shares
      or other interest in CHH to be voted by or at the discretion of anyone other
      than the record owner, and there are no restrictions of any kind on the transfer
      of any shares in CHH, except as may be imposed by applicable United States
      federal and state securities laws.
      At the
      closing, ACI shall acquire all of the outstanding stock of CHH, free and clear
      of any claim, lien or encumbrance.

     

    3.4  Financial
      Statements. Schedule 3.4
      contains
      the consolidated balance sheets of CHH as of as of December 31, 2006. All of
      the
      financial statements contained in schedule 3.4
      conform
      to the books and records of CHH as prepared in the ordinary course of business,
      reflect all expenses attributable to CHH during the periods covered, and present
      fairly the financial position and the results of its operations of CHH as of
      the
      dates and for the periods indicated, in accordance with GAAP applied on a
      consistent basis. All of the books of account of CHH have been exhibited or
      made
      available to ACI, and those books of account have been maintained in accordance
      with good business practice on a consistent basis and accurately record all
      transactions of CHH during the periods covered by them. All of the accounts
      receivable reflected in the balance sheets referred to in this
      section 3.4,
      and all
      of the accounts receivable outstanding as of the date of this agreement, arose
      from bona fide transactions in the ordinary course of business and none of
      them
      is subject to any defense, counterclaim or setoff, and none of the Stockholder
      has any reason to believe that any of them will not be collected in full when
      due).
      In the
      event ACI determines, in its reasonable discretion, that it is necessary to
      audit the unaudited financial statements of CHH as of December 31, 2006 in
      order
      to comply with any applicable law, ACI shall have the right to do so with an
      auditor selected by ACI in its sole discretion, at CHH’s sole cost and
      expense.

     

    3.5  Absence
      of Undisclosed Liabilities. Except
      to
      the extent reflected or reserved for in the unaudited balance sheet as of
      December 31, 2006 referred to in section 3.4,
      or in
      the notes to either balance sheet, CHH has no liability or obligation of any
      kind, whether accrued, absolute, contingent or otherwise, other than fees and
      expenses incurred in connection with the consummation of the transactions
      contemplated hereby, for which the Stockholder are solely liable. To the
      Knowledge of the Stockholder, there is no basis for the assertion against CHH
      of
      any liability as of the date hereof. 

     

    3.6  Absence
      of Certain Changes. Since
      December 31, 2006, CHH has operated its business in the ordinary course and
      consistent with past practice, and:

     

    (a)  there
      has
      not been any change or event that has had, or would reasonably be expected
      to
      have, a material adverse effect on the assets, liabilities, financial condition,
      businesses or operations of CHH;

     

    (b)  CHH
      has
      not (i) entered into any transaction or incurred any liability or
      obligation, (ii) incurred any extraordinary loss (whether or not covered by
      insurance), or (iii) waived any rights of value;

     

    (c)  CHH
      has
      not sold or transferred any assets other than assets that have been replaced
      with other assets of equal or greater value;

     

    
      
         

      

      
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    (d)  CHH
      has
      not made any distribution or paid any dividend to any of the Stockholder or
      acquired any stock or other interest in CHH or, directly or indirectly, made
      any
      other payment of any kind or any loan to any of the Stockholder or any of their
      respective affiliates or members of their respective families;

     

    (e)  CHH
      has
      not granted or agreed to grant any general increase in any rate or rates of
      salaries or compensation or in benefits of any kind to its employees, agents,
      contractors or consultants, or any specific increase in the salary of or
      compensation to any employee, agent, contractor or consultant or any bonus
      or
      other payment to any employee, agent, contractor or consultant;

     

    (f)  there
      has
      not been any default under any indebtedness of CHH or any event which with
      the
      lapse of time or giving of notice or both would constitute such a
      default;

     

    (g)  CHH
      has
      not amended or terminated any contract or license to which it is a
      party;

     

    (h)  CHH
      has
      not made any change in the manner in which its business is operated or the
      accounting principles or practices employed by it in connection with its
      business or introduced any material new method of management, operations or
      accounting, and no person who was a management level employee (i.e., supervised
      another employee) of CHH during the twelve months preceding the date of this
      agreement is currently not employed by or performing substantially similar
      services for CHH; and

     

    (i)  CHH
      has
      not established any new Employee Benefit Plan, amended or modified any existing
      Employee Benefit Plan, or incurred any obligation or liability under any
      Employee Benefit Plan different in nature or amount from obligations or
      liabilities incurred during similar periods in prior years.

     

    3.7  Ownership
      of Personal Property. Except
      for the lien, if any, of current taxes not yet due and payable, CHH has valid
      title, free and clear of any claim, lien, security interest, charge or
      encumbrance, to all personal property used in their respective businesses or
      presently located on their respective premises, including, but not limited
      to,
      all personal property reflected on the unaudited consolidated balance sheet
      of
      CHH as of December 31, 2006 referred to in section 3.4.
      CHH
      does not owe any amount to, or have any contract with or commitment to, or
      use
      any property (real or personal) in its business owned or leased by, any of
      the
      Stockholder or any director, officer, employee, agent or representative of
      CHH
      or any of their respective affiliates or family members.

     

    3.8  Condition
      of Personal Property. All
      items
      of machinery, equipment and other tangible assets owned or used by CHH are,
      in
      all material respects, in good operating condition and in good condition of
      maintenance and repair, ordinary wear and tear excepted, and conform in all
      material respects to all applicable ordinances, rules, regulations and technical
      standards and all applicable building, zoning and other laws. 

     

    3.9  Litigation;
      Compliance with Laws. Except
      as
      disclosed in the reports, schedules, forms, statements and other documents
      required to be filed by the Stockholder with the Securities and Exchange
      Commission pursuant to the reporting requirements of the Securities Exchange
      Act
      of 1934, there is no claim, litigation, proceeding or governmental investigation
      pending or, to the Knowledge of the Stockholder, threatened, or any order,
      injunction or decree outstanding, against CHH or any of its respective
      properties or assets, in any jurisdiction, and, to the Knowledge of the
      Stockholder, there is no reasonable basis for future claims, litigations,
      proceeds or investigations against CHH or any of its properties or assets.
      CHH
      is operating its business in compliance with all applicable legal requirements
      of the United States (including, but not limited to, any United States law
      or
      regulation applicable to the conduct of business in any foreign jurisdiction),
      all states and localities in the United States, and all foreign jurisdictions
      and CHH, nor any manager, director or officer of CHH, nor any of the
      Stockholder, has received any notice within the prior two years or that remains
      outstanding or unresolved of any violation of any applicable legal requirement
      of the United States, any state or locality in the United States, or any foreign
      jurisdiction.

     

    
      
         

      

      
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    3.10  Taxes. CHH
      has
      filed all tax returns (including, but not limited to, all United States federal,
      state and local tax returns and all tax returns required by any foreign
      jurisdiction) required by law to be filed by it and each of those tax returns
      was true, correct and complete, and CHH has paid, or made provision in its
      consolidated financial statements referred to in section 3.4
      for
      payment of, all Taxes of CHH (whether or not shown on a tax return) arising
      through the date of the financial statements referred to in
      section 3.4.
      There
      are no claims pending against CHH, nor to the Knowledge of the Stockholder
      are
      there any threatened claims, for past due Taxes. There are no outstanding
      waivers or agreements by CHH for the extension of the time for the assessment
      of
      any Tax. All Taxes that are or were required by law to be withheld or collected
      by CHH have been duly withheld or collected and paid to the proper tax
      authority. The United States federal income tax returns of CHH have not been
      audited by the Internal Revenue Service within the prior six years. For purposes
      of this agreement, the term “Taxes” means all taxes, charges, fees, levies or
      other assessments, including, without limitation, all net income, gross income,
      gross receipts, sales, use, ad valorem, transfer, franchise, profits, license,
      withholding, payroll, employment, excise, severance, stamp, occupation,
      occupancy, rent, transaction, property or other taxes, customs, duties, fees,
      assessments or charges of any kind, together with any interest and any
      penalties, additions to tax or additional amounts imposed by any taxing
      authority (including, without limitation, any state, local, federal or other
      taxing authority, whether domestic or foreign).
      No
      taxing authority in a jurisdiction in which CHH does not file tax returns has
      claimed that CHH is obligated to file tax returns in that jurisdiction. CHH
      has
      not deferred the payment of Taxes by the use of the cash, installment or a
      long-term contract method of accounting, has been required to make an adjustment
      under section 481 of the Internal Revenue Code (the “Code”) because of a
      change of method of accounting or has entered into any closing agreement or
      similar agreement requiring a payment of Tax after the time of the
      closing.
      CHH has
      not deferred the recognition of income for tax purposes beyond the taxable
      period in which the payment or account receivable to which that income relates
      was received or accrued. CHH has not made any payment, and through the
      consummation of the closing CHH will make any payment, that would be an “excess
      parachute payment” within the meaning of Code Section 280G (or any
      corresponding provisions of state, local or foreign Tax law), and CHH is not
      a
      party to any agreement, arrangement or plan that would obligate it to make
      any
      such payment. 

     

    3.11  Employees. 

     

    (a)  For
      the
      three (3) years preceding the date of this Agreement, CHH has been in
      compliance in all material respects with all currently applicable laws and
      regulations respecting employment, termination of employment, discrimination
      in
      employment, terms and conditions of employment, wages, hours, and occupational
      safety and health and employment practices, and has not engaged in any unfair
      labor practice. For the three (3) years preceding the date of this
      Agreement, CHH has in all material respects withheld all amounts required by
      law
      or by agreement to be withheld from the wages, salaries, and other payments
      to
      its employees and is not liable for any material arrears of wages or any taxes
      or any penalty for failure to comply with any of the foregoing. CHH is not
      liable for any material payment to any trust or other fund or to any
      governmental or administrative authority with respect to unemployment
      compensation benefits, social security, or other benefits or obligations for
      employees (other than routine payments to be made in the normal course of
      business and consistent with past practice). There are no pending claims against
      CHH under any workers compensation plan or policy or for long term disability.
      There are no controversies pending or, to CHH’s knowledge, threatened, between
      CHH and any of its employees, which controversies have or could reasonably
      be
      expected to result in an action, suit, proceeding, claim, arbitration, or
      investigation before any agency, court, or tribunal, foreign or domestic,
      including claims for compensation, pending severance benefits, vacation time,
      vacation pay, or pension benefits, or any other claim pending in any court
      or
      administrative agency from any current or former employee or any other Person
      arising out of CHH’s status as employer or purported employer or any workplace
      practices or policies whether in the form of claims for employment
      discrimination, harassment, unfair labor practices, grievances, wage and hour
      violations, wrongful discharge, or otherwise. CHH is not a party to any
      collective bargaining agreement or other labor union contract nor does CHH
      know
      of any activities or proceedings of any labor union to organize any such
      employees. To CHH’s knowledge, no employees of CHH are or have in the past been
      in material violation of any term of any employment contract, non-competition
      agreement, or any restrictive covenant to a former employer relating to the
      right of any such employee to be employed by CHH because of the nature of the
      business conducted by CHH or to the use of trade secrets or proprietary
      information of others.

     

    
      
         

      

      
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    (b)  The
      transactions contemplated by this agreement will not trigger (either alone
      or in
      connection with an employment termination) or enhance any payments of any kind
      to any employee, director, consultant or independent contractor of CHH, or
      limit
      the deducibility thereof. 

     

    3.12  Intellectual
      Property. 

     

    (a)  Schedule 3.12(a)
      contains
      a true and complete list of Intellectual Property owned or licensed by CHH.
      CHH
      owns, free and clear of any claim, lien or encumbrance, or possesses a
      perpetual, exclusive, worldwide, and irrevocable license to use, distribute,
      reproduce and create derivatives of, all of the Intellectual Property listed
      or
      summarized on schedule 3.12(a),
      and the
      items listed or summarized on schedule 3.12(a)
      constitute all Intellectual Property necessary for or used in the continued
      operation of the business of CHH in a manner consistent with past practices.
      To
      the Knowledge of the Stockholder, (a) there is no violation by others of any
      right of CHH with respect to its Intellectual Property; and (b) CHH was and
      is not infringing upon or misappropriating any Intellectual Property or other
      rights of any third party, and there are no valid grounds for any bona fide
      claim of any such kind. No proceedings are pending or, to the Knowledge of
      the
      Stockholder threatened, and no claim has been received by CHH or any of the
      Stockholder alleging any such infringement or misappropriation.  No
      additional license fee, royalty or similar fee of any kind is payable by CHH
      for
      the use of any Intellectual Property.

     

    (b)  CHH
      is
      not, and as a result of the execution or delivery of this agreement or
      performance of its obligations hereunder, will not be, in violation of any
      license, sublicense, agreement or instrument to which it is a party or otherwise
      bound, nor will execution or delivery of this agreement, or performance of
      its
      obligations hereunder, (1) cause the diminution, termination or forfeiture
      of any of its Intellectual Property rights, (2) cause, or create an
      individual or governmental cause of action for, the violation or infringement
      of
      any individual’s privacy rights. 

     

    (c)  CHH
      has
      taken commercially reasonable steps to protect its rights in its confidential
      or
      proprietary information (both of CHH and that of third persons that CHH has
      received under an obligation of confidentiality) and Intellectual
      Property.

     

    
      
         

      

      
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    (d)  “Intellectual
      Property” means trademarks, trade names, service marks, trade dress, copyright
      registrations and applications, material copyrightable content or other works,
      patents, patent applications, material trade secrets, logos, software (including
      both its executable code and source code), databases (including all of the
      information in the databases including, but not limited to, personally
      identifiable information, nonpersonally identifiable information, assessment
      data, and other items and responses), web sites, and domain names and domain
      name registrations (including any URL accessible by CHH’s clients or authorized
      members of the public) owned throughout the world and used, or currently in
      development, by CHH in their business. 

     

    3.13  ERISA
      /
      Certain Employment Matters. 

     

    (a)  Neither
      CHH nor any entity that would be deemed a “single employer” with CHH under
      Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA
      (an “ERISA Affiliate”) is a party to, obligated under, or otherwise maintains,
      contributes or sponsors, any pension, annuity, retirement, equity-based, stock
      purchase, savings, profit sharing, severance, health, welfare, or deferred
      compensation plan or agreement, or any retainer, employment, consultant, bonus,
      group insurance or other compensation, incentive or benefit contract, plan
      or
      arrangement with regard to any current or former employee, consultant,
      independent contractor or director (or any dependent or spouse thereof) of
      CHH
      (each, an “Employee Benefit Plan”), and no such individual is entitled to any
      benefits except pursuant to an Employee Benefit Plan.
      Each
      Employee Benefit Plan complies and has been maintained and operated in all
      material respects in compliance with its terms and applicable law, including,
      without limitation, ERISA, the Code, and all laws and regulations of any foreign
      jurisdiction applicable to it. Each Employee Benefit Plan intended to qualify
      under Section 401(a) of the Code is qualified and has received a
      determination letter from the IRS to the effect that it is qualified under
      Section 401 of the Code, and any trust maintained pursuant thereto is
      exempt from federal income taxation under Section 501 of the Code and
      nothing has occurred or is expected to occur that caused or could cause the
      loss
      of such qualification or exemption or the imposition of any penalty or tax
      liability. All payments required by any Employee Benefit Plan, any collective
      bargaining agreement or other agreement, or by any United States federal or
      state law or the law of any foreign jurisdiction, with respect to all periods
      through the date of this agreement have been made. No claim, lawsuit,
      arbitration or other action (whether brought by a governmental authority or
      otherwise) has been threatened, asserted, instituted, or, to the Knowledge
      of
      the Stockholder, anticipated against any of the Employee Benefit Plans (other
      than non-material routine claims for benefits, and appeals of such claims)
      and
      no “prohibited transaction” within the meaning of Section 4975 of the Code
      and Section 406 of ERISA has occurred or is expected to occur with respect
      to
      any
      Employee Benefit Plan. None of CHH, any Subsidiary or any ERISA Affiliate,
      or
      any of their respective predecessors, has ever, directly or indirectly,
      contributed to or been in any way liable with respect to any plan subject to
      Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA.
      Neither CHH nor any ERISA Affiliate provides for any health, disability, or
      life
      insurance benefits of any kind whatsoever (other than under Section 4980B
      of the Code, the U.S. Social Security Act, a plan qualified under
      Section 401(a) of the Code or as otherwise required by applicable law) to
      any current or future retiree or terminated employee.

     

    (b)  CHH
      (i) has withheld and remitted all amounts required by law or by agreement
      to be withheld and remitted from the wages, salaries and other payments to
      their
      employees; (ii) is not liable for any arrears of wages or any taxes or any
      penalty for failure to comply with any of the foregoing; and (iii) is not
      liable for any payment to any trust or other fund or to any governmental or
      administrative authority with respect to unemployment compensation benefits,
      social security or other benefits or obligations for employees (other than
      routine payments to be made in the normal course of business and consistent
      with
      past practice). Hours worked by and payment made to employees of CHH have not
      been in violation of the Fair Labor Standards Act or any other applicable law
      dealing with such matters. Any individual engaged to provide services to CHH
      has
      been correctly classified as an independent contractor for all purposes,
      including payroll tax, withholding, unemployment compensation and benefits.
      CHH
      has not received any notice of any pending or threatened inquiry, audit or
      claim
      by any government authority or individual concerning the correct classification
      as an independent contractor of any person who has performed any services for
      CHH.

     

    
      
         

      

      
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    3.14  Environmental
      Matters. 

     

    (a)  CHH
      and
      all of the real property leased or operated by it is and, during the period
      leased or operated by CHH has been in compliance in all material respects with
      all United States federal, state and local, and all foreign, laws, regulations,
      rules, orders, decrees, ordinances and common law relating to pollution, the
      protection of human health or the environment, including, but not limited to,
      laws relating to emissions, discharges, releases or threatened releases of
      Materials of Environmental Concern, or otherwise relating to the manufacture,
      processing, distribution, use, treatment, storage, disposal, transport or
      handling of Materials of Environmental Concern (“Environmental Laws”).
“Materials of Environmental Concern” means chemicals, pollutants, contaminants,
      wastes, toxic substances, petroleum and petroleum products, radiation
      (including, without limitation, radio-frequency radiation), and any other
      chemicals, materials or substances regulated by or that could result in
      liability under any Environmental Laws.

     

    (b)  To
      the
      Knowledge of the Stockholder, there are no past or present actions, activities,
      circumstances, conditions, events or incidents, including, but not limited
      to,
      the release or potential release, emission, discharge or disposal of any
      Material of Environmental Concern, that could form the basis of any claim
      against or violation by CHH, or against any person or entity whose liability
      for
      any claim or violation CHH has (or may have) retained or assumed either
      contractually or by operation of law.

     

    (c)  To
      the
      Knowledge of the Stockholder, (i) CHH has not generated, stored,
      transported, treated, disposed or arranged for the treatment, transportation,
      storage or disposal of Materials of Environmental Concern, (ii) there are
      no underground storage tanks located on any real property owned or leased by
      CHH, (iii) there is no asbestos contained in or forming part of any
      building, building component, structure or office space owned or leased by
      CHH,
      (iv) no polychlorinated biphenyls (PCBs) are used or stored at any real
      property owned or leased by CHH, and (v) without limiting the generality of
      the preceding clause, none of the electrical equipment located at any real
      property leased by CHH contains any PCBs.

     

    (d)  Materials
      of Environmental Concern have not been generated, transported or disposed of
      by
      CHH or in connection with the conduct of its business from any real property
      now
      or previously owned, leased or operated by CHH in a manner or to a location,
      which could reasonably be expected to give rise to liability under Environmental
      Laws.

     

    3.15  Permits
      and Licenses. CHH
      has
      and is in compliance with, all permits, licenses, franchises and other
      authorizations (“Licenses”) necessary for the conduct of its business, and all
      such Licenses are valid and in full force and effect. Schedule 3.15
      contains
      a true and complete list of all Licenses that are material to the conduct of
      the
      business of CHH.

     

     

    3.16  Transactions
      with Affiliates. Except
      as
      disclosed in schedule 3.4, there is no existing obligation, and since December
      31, 2006 there has been no transaction, between CHH and any of the Stockholder
      or, other than compensation and expense reimbursement in the ordinary course
      consistent with past practices, any manager, officer or director of CHH or
      any
      of their respective affiliates.

     

    
      
         

      

      
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    3.17  No
      Misrepresentation. No
      representation or warranty by the Stockholder in this agreement (including
      the
      schedules to this agreement) and no statement made or contained in any
      certificate delivered to ACI pursuant to section 7.1
      contains
      or will contain any untrue statement of a material fact or omits or will omit
      to
      state a material fact necessary to make the statements contained in this
      agreement (including the schedules to this agreement) not misleading. The
      representations and warranties of the Stockholder shall be true in all material
      respects as of the Closing Date.

     

    4.  Representations
      and Warranties of the Stockholder. Each
      of
      the Stockholder, severally and not jointly, represents and warrants to CHH
      and
      ACI that he, she or it has the full right, power and authority to enter into
      and
      perform this agreement in accordance with its terms; that he, she or it is
      not
      bound by or subject to any contractual or other obligation
      that would be violated by his, her or its execution or performance of this
      agreement; that this agreement is his, her or its legal, valid and binding
      obligation enforceable against him, her or it in accordance with its terms;
      that
      he, she or it owns, beneficially and of record, the number of shares of capital
      stock of CHH set forth opposite his, her or its name on
      schedule 1,
      in each
      case free and clear of any liens, claims or encumbrances; and that upon
      consummation of the transactions pursuant to section 1,
      ACI
      will acquire good and valid title to all the shares being purchased from him,
      her or it, free and clear of any lien, claim or encumbrance.

     

    5.  Representations
      and Warranties by ACI. ACI
      represents and warrants to the Stockholder as follows:

     

    5.1  Organization. ACI
      is a
      limited liability duly organized and validly existing under the laws of the
      State of New Jersey and has the full power and authority to enter into and
      perform this agreement in accordance with its terms. 

     

    5.2  Authorization
      of Agreement. The
      execution, delivery and performance of this agreement by ACI has been duly
      authorized by all necessary action of ACI and this agreement constitutes the
      legal, valid and binding obligation of ACI, enforceable against it in accordance
      with its terms. The execution, delivery and performance of this agreement by
      ACI
      has been duly authorized by all necessary action of ACI and this agreement
      constitutes the legal, valid and binding obligation of ACI, enforceable against
      it in accordance with its terms.

     

    5.3  Consents
      of Third Parties. The
      execution, delivery and performance of this agreement by ACI will not
      (a) conflict with the organizational documents of ACI and will not conflict
      with or result in the breach or termination of, or constitute a default under,
      any lease, agreement, commitment or other instrument, or any order, judgment
      or
      decree to which ACI is a party or by which ACI is bound, or (b) constitute
      a violation by ACI of any law or regulation applicable to ACI. No consent,
      approval or authorization of, or designation, declaration or filing with, any
      governmental authority is required on the part of ACI in connection with the
      execution, delivery and performance of this agreement. The execution, delivery
      and performance of this agreement by ACI will not (a) conflict with the
      organizational documents of ACI and will not conflict with or result in the
      breach or termination of, or constitute a default under, any lease, agreement,
      commitment or other instrument, or any order, judgment or decree to which ACI
      is
      a party or by which ACI is bound, or (b) constitute a violation by ACI of
      any law or regulation applicable to ACI. No consent, approval or authorization
      of, or designation, declaration or filing with, any governmental authority
      is
      required on the part of ACI in connection with the execution, delivery and
      performance of this agreement.

     

    
      
         

      

      
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    5.4  Litigation. There
      is
      no claim, litigation, proceeding or governmental investigation pending or,
      to
      the best of ACI’s knowledge, threatened, or any order, injunction or decree
      outstanding, against ACI that would prevent the consummation of the transactions
      contemplated by this agreement.

     

    6.  Further
      Agreements of the Parties. 

     

    6.1  Operation
      of the Business. From
      the
      date of this agreement through the Closing Date, the Stockholder shall cause
      CHH
      and each of the Subsidiaries:

     

    (a)  to
      carry
      on its business in the usual, regular and ordinary course in substantially
      the
      same manner as heretofore conducted;

     

    (b)  not
      to,
      except with ACI’s prior written approval or as expressly set forth on schedule
6.1(a),
      (i) enter into any transaction or incur any liability or obligation (other
      than fees and expenses of counsel and accountants to CHH in connection with
      the
      consummation of the transactions contemplated hereby), (ii) sell or
      transfer any of its assets, other than assets that have worn out or been
      replaced with other assets of equal or greater value or assets that are no
      longer needed in the businesses of CHH, or (iii) hire any
      employee;

     

    (c)  not
      to
      make any distribution or pay any dividend to any of the Stockholder or acquire
      any stock or other interest in CHH or, directly or indirectly, make any other
      payment of any kind or any loan to any of the Stockholder or any of their
      respective affiliates or members of their respective families, other than
      compensation for services or payments for products, in each case consistent
      with
      past practices;

     

    (d)  to
      (i) maintain all of its assets in customary repair, maintenance and
      condition, except to the extent of normal wear and tear and (ii) maintain
      or cause to be maintained insurance on its assets and businesses as described
      in
      section.
      

     

    6.2  Notices. 

     

    (a)  From
      the
      date of this agreement through the Closing Date, the Stockholder shall cause
      CHH
      promptly to notify ACI in writing of, and furnish any information that ACI
      may
      reasonably request with respect to, (a) any claim, litigation, proceeding
      or governmental investigation threatened or asserted by or against CHH or any
      material development with respect to any such claim, litigation, proceeding
      or
      investigation, (b) any event or condition that would cause any of the
      conditions to ACI’s obligation to consummate the transactions contemplated by
      this agreement not to be fulfilled and (c) any Material Adverse
      Effect.

     

    (b)  From
      the
      date of this agreement through the Closing Date, ACI shall promptly notify
      CHH
      and the Stockholder of, and furnish any information to the Stockholder
      reasonably may request with respect to, any event or condition that would cause
      any of the conditions to the Stockholder’ obligations to consummate the
      transactions contemplated by this agreement not to be fulfilled.

     

    6.3  Consents. The
      Stockholder shall cause CHH to use commercially reasonable efforts to obtain
      at
      the earliest practicable date, by instruments in form and substance reasonably
      satisfactory to ACI, all consents, without any conditions adverse to CHH or
      ACI,
      required for the consummation of the transactions contemplated by this
      agreement, including, without limitation, all consents set forth on
      schedule 6.3.
      

     

    
      
         

      

      
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    6.4  Expenses. Except
      as
      otherwise specifically provided in this agreement, each party shall bear its
      own
      expenses incurred in connection with the negotiation and preparation of this
      agreement and in connection with all obligations required to be performed by
      it
      under this agreement.

     

    6.5  Access
      to Information. 

     

    (a)  Prior
      to
      the closing, ACI and its representatives may make such reasonable investigation
      of CHH as it may desire, and the Stockholder shall cause CHH to give to ACI
      and
      to its counsel, accountants and other representatives reasonable access during
      normal business hours throughout the period prior to the closing to all of
      the
      assets, books, commitments, agreements, records and files of CHH, and CHH
      promptly shall furnish to ACI during that period all documents and copies of
      documents (certified as true and complete if requested) and information
      concerning the business and affairs of CHH as ACI reasonably may request;
provided
      that CHH
      shall not be required to disclose to ACI or any representative of ACI that
      information, in electronic form or otherwise, that is proprietary to clients
      or
      customers of CHH or where such disclosure would violate applicable law. ACI
      shall (unless otherwise required by applicable law) hold, and shall cause its
      representatives to hold, all such information and documents and all other
      information and documents delivered pursuant to this agreement confidential
      and,
      if the transactions contemplated by this agreement are not consummated for
      any
      reason, shall return to CHH all such information and documents and any copies
      as
      soon as practicable and shall not disclose any such information (that has not
      previously been disclosed by a party other than ACI or its affiliates) to any
      third party unless required to do so pursuant to a request or order under
      applicable laws and regulations or pursuant to a subpoena or other legal
      process. ACI’s obligations under this section shall survive the termination
      of this agreement. 

     

    (b)  Prior
      to
      the closing, ACI shall provide to CHH such reasonable business records as CHH
      may desire regarding the financial ability of ACI to consummate the transactions
      contemplated by this Agreement; provided
      that ACI
      shall not be required to disclose to CHH that information, in electronic form
      or
      otherwise, that is proprietary to clients or customers of ACI or where such
      disclosure would violate applicable law. CHH shall (unless otherwise required
      by
      applicable law) hold, and shall cause its representatives to hold, all such
      information and documents and all other information and documents delivered
      pursuant to this agreement confidential and, if the transactions contemplated
      by
      this agreement are not consummated for any reason, shall return to ACI all
      such
      information and documents and any copies as soon as practicable and shall not
      disclose any such information (that has not previously been disclosed by a
      party
      other than CHH or its affiliates) to any third party unless required to do
      so
      pursuant to a request or order under applicable laws and regulations or pursuant
      to a subpoena or other legal process. CHH’s obligations under this
      section shall survive the termination of this agreement.

     

    6.6  Releases. Effective
      as of the Closing Date, and subject to the closing having occurred:

     

    (a)  The
      Stockholder fully and unconditionally releases and discharges CHH and its
      successors and assigns, from all claims or causes of action, whether known
      or
      unknown, that it, he or she ever had or has as of the Closing Date arising
      out
      of any event or occurrence prior to, or any fact or circumstance existing as
      of,
      the Closing Date, except that there shall be excluded from this release by
      each
      of the Stockholder any claim against CHH for indemnity for third party actions
      brought against such Stockholder in its capacity as a Stockholder, director,
      officer or employee of CHH (but this exclusion shall not limit any rights or
      remedies that CHH or its affiliates may have under this Stock Purchase
      Agreement).

     

    
      
         

      

      
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    (b)  CHH
      fully
      and unconditionally releases and discharges each of the Stockholder, and their
      respective successors and assigns, from all claims or causes of action, whether
      known or unknown, that it ever had or has as of the Closing Date against such
      Stockholder in such Stockholder’s capacity as a holder of capital stock of CHH.
      For clarity, the foregoing does not release any claims or causes of action
      against a Stockholder other than in such Stockholder’s capacity as a holder of
      capital stock of CHH. 

     

    (c)  For
      clarity, no release or discharge of any actions or claims is made by any party
      hereto with respect to this Stock Purchase Agreement or any of the documents,
      instruments or agreements executed in connection therewith. 

     

    6.7  Other
      Action. No
      party
      to this agreement shall take any action that would result in any of its
      representations and warranties not being true as of the Closing Date. Each
      of
      the parties to this agreement shall use commercially reasonable efforts to
      cause
      the closing to be held at the earliest practicable date and, in that connection,
      to cause the fulfillment at the earliest practicable date of all of the
      conditions to the obligations of the parties to consummate the transactions
      under this agreement.

     

    6.8  Further
      Assurances. At
      any
      time and from time to time after the closing, each of the parties shall, without
      further consideration, execute and deliver to the other parties such additional
      instruments of transfer, and shall take such other action as the other may
      reasonably request to carry out the transactions contemplated by this
      agreement.

     

    6.9  Standstill. From
      the
      date of this agreement through the Closing Date (or, for clarity, termination
      of
      this agreement pursuant to its terms, if earlier), the Stockholder and CHH
      shall
      not directly or indirectly (i) solicit, initiate, or encourage the
      submission of any proposal or offer from any person relating to the acquisition
      of any capital stock or other voting securities, or any substantial portion
      of
      the assets, of CHH (including any acquisition structured as a merger,
      consolidation, or share exchange) or (ii) participate in any discussion or
      negotiations regarding, furnish any information with respect to, assist or
      participate in, or facilitate in any other manner any effort or attempt by
      any
      person to do or seek any of the foregoing.  The Stockholder shall notify
      ACI immediately if any person makes any proposal, offer, inquiry, or contact
      with respect to any of the foregoing.

     

    7.  Conditions
      to Closing. 

     

    7.1  Conditions
      to the Obligations of ACI. ACI’s
      obligation to consummate the transactions under this agreement is subject to
      the
      fulfillment, at or prior to the closing, of each of the following conditions
      (any of which may be waived in writing by ACI):

     

    (a)  each
      of
      the representations and warranties of CHH and the Stockholder contained in
      this
      agreement shall be true in all material respects (without duplication of any
      exceptions as to materiality contained therein) at and as of the time of the
      closing with the same effect as if it had been made again at and as of that
      time; 

     

    (b)  CHH
      and
      each of the Stockholder shall have performed and complied in all material
      respects with each obligation, covenant and condition required by this agreement
      to be performed or complied with by him, her or it prior to or at the
      closing;

     

    
      
         

      

      
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    (c)  there
      shall not be in effect an injunction or restraining order issued by a court
      of
      competent jurisdiction in an action or proceeding against the consummation
      of
      the transactions contemplated by this agreement;

     

    (d)  there
      shall not have been any
      change or event that has had, or would reasonably be expected to have, a
      material adverse effect on the assets, liabilities, financial condition,
      businesses or operations of CHH; 

     

    (e)  there
      shall not be pending or, to the Knowledge of the Stockholder, threatened, any
      litigation, proceeding or governmental investigation relating to the
      transactions contemplated by this agreement;

     

    (f)  ACI
      shall
      have been furnished with certificates of CHH and of the Stockholder’
Representative, on behalf of the Stockholder, dated the Closing Date, in form
      and substance reasonably satisfactory to ACI, certifying to the fulfillment
      of
      the conditions set forth in sections 7.1(a)
      through
7.1(e);

     

    (g)  ACI
      shall
      have completed, to its reasonable satisfaction, its due diligence of
      CHH;

     

    (h)  there
      shall not be outstanding any option to acquire from CHH any shares of CHH stock
      (other than options that will automatically terminate upon
      consummation of the closing).

     

    7.2  Conditions
      to the Obligations of the Stockholder. The
      obligations of the Stockholder to consummate the transactions under this
      agreement are subject to the fulfillment, at or prior to the closing, of each
      of
      the following conditions (any of which may be waived by Stockholder holding
      a
      majority of all shares of common stock of CHH held by all Stockholder,
      determined on an as converted basis): 

     

    (a)  each
      representation and warranty of ACI contained in this agreement shall be true
      in
      all material respects at and as of the time of the closing with the same effect
      as though it had been made again at and as of that time;

     

    (b)  ACI
      shall
      have performed and complied in all material respects with all obligations,
      covenants and conditions required by this agreement to be performed or complied
      with by it prior to or at the closing;

     

    (c)  there
      shall not be in effect an injunction or restraining order issued by a court
      of
      competent jurisdiction in an action or proceeding against the consummation
      of
      the transactions contemplated by this agreement; and

     

    (d)  CHH
      shall
      have been furnished with a certificate from ACI, dated the Closing Date, in
      form
      and substance satisfactory to CHH, certifying to the fulfillment of the
      conditions set forth in sections 7.2(a)
      through
7.2(c).

     

    
      
         

      

      
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    8.  Transactions
      at the Closing. 

     

    8.1  Documents
      to be Executed and Delivered by the Parties. At
      the
      closing, the parties shall execute and deliver such
      documents and instruments as shall be necessary to consummate
      the
      transactions contemplated by section 1.

     

    8.2  Documents
      to be Delivered by ACI, CHH and the Stockholder. At
      the
      closing, the parties shall deliver the following:

     

    (a)  The
      Stockholder shall deliver to ACI the Stockholder’s original stock certificate
      accompanied by a duly executed assignment separate from certificate; 

     

    (b)  the
      Stockholder shall deliver to ACI:

     

    (i)  the
      certificate referred to in section 7.1(f);

     

    (ii)  copies
      of
      all consents received pursuant to section 6.3;
      and

     

    (iii)  the
      agreements referred to in section 7.1(h).

     

    9.  Survival
      of Representations and Warranties; Indemnification. 

     

    9.1  Survival.  

     

    (a)  All
      representations and warranties by CHH and the Stockholder shall survive the
      closing notwithstanding any investigation at any time by or on behalf of ACI,
      and shall not be considered waived by the consummation of the transactions
      contemplated by this agreement with knowledge of any misrepresentation or breach
      by CHH or any of the Stockholder. The Stockholder shall not, however, have
      any
      liability for misrepresentation or breach of warranty except to the extent
      that
      notice of a claim is asserted in writing and delivered to the Stockholder’
Representative prior to the expiration of twelve months from the Closing Date,
      except for (i) misrepresentations or breaches of warranty in sections
3.13
      and
3.14
      for
      which a claim may be asserted within three years after the Closing Date,
      (ii) misrepresentations or breaches of warranty in sections 3.1,
      3.3,
      4
      and
11.2
      for
      which there shall be no time limitation for the assertion of a claim, and
      (iii)  misrepresentation or breach of warranty in section 3.10,
      for
      which a claim may be asserted at any time prior to sixty days after the
      expiration of the statute of limitations applicable to the tax involved (the
      representations and warranties referred to in the preceding clauses (i), (ii)
      and (iii) being referred to collectively as the “Excepted Matters” and the
      representations and warranties in the first sentence of section 3.1,
      and
      sections 3.3,
      4
      and
11.2,
      being
      referred to as the “Fundamental Matters”). 

     

    (b)  All
      representations and warranties by ACI shall survive the closing notwithstanding
      any investigation at any time by or on behalf of the Stockholder and shall
      not
      be considered waived by their consummation of the transactions contemplated
      by
      this agreement with knowledge of any misrepresentation or breach by ACI. ACI
      shall not, however, have any liability for misrepresentation or breach of any
      representation or warranty except to the extent that notice of a claim is
      asserted in writing and delivered to ACI prior to the expiration of twelve
      months from the Closing Date, except for misrepresentations or breaches in
      sections 5.1,
      5.2
      or
11.2,
      for
      which there shall be no time limitation.

     

    
      
         

      

      
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    (c)  A
      claim
      for indemnification for any matter not involving a Third Party Claim (as defined
      below) may be asserted by written notice to the party from whom indemnification
      is sought, specifying in reasonable detail the claim and the basis upon which
      indemnification is sought.

     

    (d)  All
      statements contained in the certificate delivered by or on behalf of the
      Stockholder pursuant to section 7.1(f)
      of this
      agreement shall be considered representations and warranties by the Stockholder
      to ACI with the same force and effect as if contained in this agreement. All
      statements contained in the certificate delivered by or on behalf of ACI
      pursuant to section 7.2(d)
      this
      agreement shall be considered representations and warranties by ACI to the
      Stockholder with the same force and effect as if contained in this
      agreement. 

     

    9.2  Indemnification
      of
      ACI. 

     

    (a)  Subject
      to the limitations set forth in this section 9,
      the
      Stockholder shall indemnify ACI and its respective affiliates, partners,
      members, stockholders, directors, managers, officers, employees and
      representatives (the “Buyer Indemnified Parties”), in the manner and to the
      extent provided in this section 9,
      against
      all loss, liability, expense (including reasonable fees and expenses of counsel,
      whether involving a third party or between the parties to this agreement),
      diminution in value or damage (collectively referred to as “Losses”) any of them
      may suffer, sustain or become subject to as a result of any breach of any
      representation, warranty, covenant or other agreement of any of the Stockholder
      contained in this agreement, or any misrepresentation by any of the Stockholder,
      or any claim by a third party that, without regard to the merits of the claim,
      would constitute such a breach or misrepresentation. If any representation
      or
      warranty of any of the Stockholder is inaccurate, the Buyer Indemnified Parties
      shall be deemed to have suffered Losses to the extent that the value of ACI
      or
      the value of CHH capital stock acquired by ACI is less than it would have been
      if that representation and warranty had been accurate.

     

    (b)  To
      the
      extent that Losses arise from a breach by a Stockholder of a covenant of such
      Stockholder or a breach of warranty or misrepresentation by such Stockholder
      with respect to the matters set forth in section 4,
      the
      Stockholder (and only the Stockholder) shall bear the indemnification
      obligation.

     

    (c)  None
      of
      the Stockholder may seek to avoid his or her share of liability for any Losses
      based on any claim that CHH is liable for all or any portion of those Losses,
      and after closing the Stockholder shall have no right of indemnification or
      contribution against CHH or any of the Subsidiaries for any amounts paid to
      any
      Buyer Indemnified Party as a result of any Losses or for any other matter.
      

     

    9.3  Indemnification
      of the Stockholder. 

     

    ACI
      shall
      indemnify and hold harmless the Stockholder and CHH (prior to the closing)
      and
      their respective affiliates, partners, members, stockholders, directors,
      managers, officers, employees and representatives against all loss, liability,
      damage, diminution in value or expense (including reasonable fees and expenses
      of counsel) they may suffer, sustain or become subject to as a result of any
      breach of any representations, warranties, covenants or other agreements of
      ACI,
      as applicable, contained in this agreement, or any misrepresentation by ACI,
      or
      any claim by a third party that, without regard to the merits of the claim,
      would constitute such a breach or misrepresentation.

     

    
      
         

      

      
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    9.4  Limitation
      on Liability. 

     

    (a)  The
      Stockholder shall
      not
      be liable for any misrepresentation or breach of warranty under this agreement
      unless and until the aggregate amount of Losses incurred by the Buyer
      Indemnified Parties as a result of all misrepresentations or breaches of
      warranty under this agreement exceeds $25,000 (in which event the Stockholder
      shall be liable only for the amount in excess of the Losses incurred by the
      Buyer Indemnified Parties over $25,000). This section 9.4(a)
      shall
      not apply, however, to any misrepresentation or breach of any warranty with
      respect to any of the Fundamental Matters, Excepted Matters or any matter in
      section 3.2(b).

     

    (b)  Notwithstanding
      anything to the contrary in this Agreement, the Stockholder aggregate liability
      under this Agreement for Losses or otherwise (including, without limitation,
      for
      any breach of covenant, representation, warranty, indemnity, defense obligation
      or other obligation under this Agreement) shall not exceed $50,000.

     

    (c)  If
      any
      third party shall notify any party hereto with respect to any matter (a “Third
      Party Claim”) that may give rise to a claim for indemnification by the party so
      notified against any other party to this agreement hereto, the indemnified
      party
      shall promptly give notice of the matter to the indemnifying party (in the
      case
      of the Stockholder, notice to the Stockholder’ Representative being sufficient);
      provided, however, that no delay on the part of the indemnified party in
      notifying the indemnifying party shall relieve the indemnifying party from
      any
      obligation hereunder unless (and then solely to the extent) the indemnifying
      party is thereby prejudiced. 

     

    (d)  An
      indemnifying party will have the right to defend the indemnified party against
      the Third Party Claim with counsel of its choice satisfactory to the indemnified
      party provided that (i) the indemnifying party notifies the indemnified
      party, in writing, within 15 days after the indemnified party has given notice
      of the Third Party Claim, that the indemnifying party will assume the defense
      of
      the Third Party Claim and pay all attorneys’ fees and other third party defense
      costs in connection therewith, (ii) the indemnifying party provides the
      indemnified party with evidence reasonably acceptable to the indemnified party
      that the indemnifying party (in the case of the Stockholder, that each of the
      Stockholder) will have the financial resources to defend against the Third
      Party
      Claim and fulfill its indemnification obligations hereunder, (iii) the
      Third Party Claim involves only money damages and does not seek an injunction
      or
      other equitable relief, (iv) settlement of, or an adverse judgment with
      respect to, the Third Party Claim is not, in the good faith judgment of the
      indemnified party, likely to establish a precedential custom or practice adverse
      to the continuing business interests of the indemnified party, and (iv) the
      indemnifying party conducts the defense of the Third Party Claim actively and
      diligently.

     

    (e)  So
      long
      as the indemnifying party (in the case of the Stockholder, the Stockholder’
Representative on behalf of the Stockholder) is conducting the defense of the
      Third Party Claim in accordance with section 9.4(d) above,
      (i) the indemnified party may retain separate co-counsel at its sole cost
      and expense and participate in the defense of the Third Party Claim and
      (ii) the indemnified party shall not consent to the entry of any judgment
      or enter into any settlement with respect to the Third Party Claim without
      the
      prior written consent of the indemnifying party (not to be unreasonably
      withheld). In addition, the indemnifying party will not, at any time, consent
      to
      the entry of any judgment or enter into any settlement with respect to the
      Third
      Party Claim without the prior written consent of the indemnified party (not
      to
      be unreasonably withheld).

     

    (f)  If
      any of
      the conditions in section 9.4(d) above
      is or becomes unsatisfied, (i) the indemnified party may defend against,
      and consent to the entry of any judgment or enter into any settlement with
      respect to, the Third Party Claim in any manner it may deem appropriate (and
      the
      indemnified party need not consult with, or obtain any consent from, any
      indemnifying party in connection therewith), provided, however,
      that
      the
      indemnifying party shall be given the right to participate in such defense
      through counsel chosen by the indemnified party at its expense, (ii) the
      indemnifying party shall reimburse the indemnified party promptly and
      periodically for the costs of defending against the Third Party Claim (including
      attorneys’ fees and expenses) to the extent that the Third Party Claim is
      subject to indemnity hereunder, and the indemnifying party shall remain
      responsible for any Losses the indemnified party may suffer resulting from,
      arising out of, relating to, in the nature of, or caused by the Third Party
      Claim to the fullest extent provided in this section 9.4(f)(subject to the
      other
      limitations set forth in this section 9).

     

    
      
         

      

      
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    (g)  With
      respect to any action or proceeding subject to indemnification under this
      section 9.4(g), (i) both the indemnified party and the indemnifying party
      (in the case of the Stockholder, the Stockholder’ Representative), as the case
      may be, shall be kept fully informed of the action or proceeding at all stages
      thereof where such party is not represented by its own counsel, (ii) the
      parties shall render to each other such assistance as they may reasonably
      require of each other and shall cooperate in good faith with each other to
      try
      to ensure the proper and adequate defense of any such action or proceeding
      brought by any third party, and (iii) regardless of which party is
      controlling the settlement or defense of any action or proceeding, both the
      indemnified party and indemnifying party shall act in good faith.

     

    (h)  With
      respect to any pending action or proceeding subject to indemnification under
      this section 9.4(f), the parties shall cooperate in such a manner as to preserve
      in full (to the extent possible) the confidentiality of all confidential
      business records and the attorney-client and work-product privileges. In
      connection therewith, (i) each party shall use its commercially reasonable
      efforts, in any action or proceeding in which he or it has assumed or
      participated in the defense, to avoid production of confidential business
      records (consistent with applicable law and rules of procedure), and
      (ii) all communications between any party hereto and counsel responsible
      for or participating in the defense of any action or proceeding shall, to the
      extent possible, be made so as to reserve any applicable attorney-client or
      work-product privilege.

     

    9.5  Additional
      Agreements Regarding Indemnity. 

     

    (a)  The
      parties shall treat any indemnity payment made under this agreement as an
      adjustment to the Purchase Price for Tax purposes, and the parties agree to
      file
      their tax returns accordingly.

     

    (b)  The
      amount of any Losses for which indemnification is provided under this section
      9
      shall be
      net of (i) any amounts recovered by an indemnified party or any of its
      respective affiliates pursuant to any indemnification by or indemnification
      agreement with any third party, which amount shall be reduced by the fees,
      costs
      and expenses incurred by the indemnified party or such affiliate in recovering
      such indemnification to the extent not recovered, and (ii) any insurance
      proceeds or other cash receipts or reimbursement received at any time (whether
      before or after payment of any amounts hereunder) from an indemnifying party
      or
      any of its respective affiliates as an offset against such Losses. 

     

    (c)  This
      section 9.5
      sets
      forth the exclusive remedies of the parties for any breach of this agreement
      by
      any other party, other than any rights that a party may have against any other
      party hereto in the event of such other party’s willful fraud; provided,
      however, the foregoing shall not limit any rights that any party may have to
      seek equitable relief or any remedies that the parties may have with respect
      to
      the Limited Guaranty attached hereto.

     

    
      
         

      

      
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    (d)  Each
      indemnified party shall (at the expense and request of the indemnifying party)
      use commercially reasonable efforts to pursue any available claims under all
      applicable insurance policies with respect to any matter subject to
      indemnification hereunder.

     

    (e)  If
      an
      indemnifying party makes any indemnification payment under this section
9
      with
      respect to indemnification obligations of such indemnifying party, and
      subsequent to such payment the indemnified party recovers any amounts under
      any
      insurance policy with respect to any matter giving rise to such indemnification
      payment, and such insurance proceeds (net of expenses incurred in connection
      with making or perfecting claims under such policies and net of the aggregate
      premiums paid under such policies) were not included in the computation of
      the
      Losses subject to indemnification, within 15 days after such payment the
      indemnified party who received such net insurance proceeds shall promptly pay
      to
      the indemnifying party (and if more than one indemnifying party, pro rata among
      them based on the amount of indemnification paid by each) of an amount equal
      to
      the insurance proceeds received, up to the amount of indemnification payments
      previously received by it.

     

    (f)  Each
      indemnified party shall reasonably cooperate with an indemnifying party, as
      reasonably requested by it, him or her, in order for the indemnifying party’s
      efforts to mitigate Losses subject to indemnification by such indemnifying
      party, but no indemnified party shall be obligated to take any action (or omit
      to take any action) pursuant to this provision if in its reasonable business
      judgment the that act (or omission) would be adverse to its business
      interests.

     

    10.  Termination. 

     

    10.1  Termination. This
      agreement may be terminated:

     

    (a)  by
      written agreement of ACI and the Stockholder’s Representative; 

     

    (b)  by
      ACI or
      the Stockholder, by notice to the other, if at any time prior to the Closing
      Date any event shall have occurred or any state of facts shall exist that
      renders any of the conditions to its obligations as provided in this agreement
      incapable of fulfillment and not subject to cure; or

     

    (c)  by
      ACI or
      the Stockholder, by written notice to the other, if the closing shall not have
      occurred by the date referred to in section 2.2.

     

    10.2  Liability. The
      termination of this agreement shall not relieve any party of any liability
      for
      breach of this agreement prior to the date of termination.

     

    11.  Miscellaneous. 

     

    11.1  Notices. Any
      notice or other communication under this agreement shall be in writing and
      shall
      be considered given when delivered personally or sent by facsimile, one business
      day after being sent by a major overnight courier, or four days after being
      mailed by registered mail, return receipt requested, to the parties at the
      addresses set forth below (or at such other address as a party may specify
      by
      notice to the other):

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    if
      to
      CHH:

     

    Crystal
      Hospitality Holdings, Inc.

    2160
      Headquarters Plaza, 10th
      Floor

    Morristown,
      New Jersery 07960

    Fax:
      973.644.0900

    


    if
      to
      ACI:

     

    Advanced
      Communications, Inc.

    P.O.
      Box
      3895

    Fredericksburg,
      VA 22402

    Fax:
      540.361.7092

    


    if
      to the
      Stockholder:

     

    Crystal
      Hospitality Holdings, Inc.

    2160
      Headquarters Plaza, 10th
      Floor

    Morristown,
      New Jersery 07960

    Fax:
      973.644.0900

    


    11.2  Finders. The
      Stockholder represents and warrant that neither CHH nor any of them has used
      the
      services of any broker or finder in connection with the transactions
      contemplated by this agreement. ACI represents and warrants that it has not
      used
      the services of any broker or finder in connection with the transactions
      contemplated by this agreement.


     

    11.3  Entire
      Agreement;
      Amendment. 

     

    (a)  This
      agreement, including the schedules and exhibits, contains a complete statement
      of all the arrangements among the parties with respect to its subject matter,
      supersedes any previous agreements among them relating to that subject matter,
      and cannot be changed or terminated orally. This agreement may be amended or
      waived in writing signed (in the case of a waiver, by the party to be charged
      thereby) by (i) CHH (until closing, but not thereafter),
      (ii) Stockholder owning a majority of all shares of common stock held by
      all Stockholder, determined on an as if converted basis (unless such amendment
      by its terms affects Stockholder in a material adverse manner from other
      Stockholder, in which case the written consent of such differently affected
      Stockholder shall also be required), and (iii) ACI. 

     

    11.4  Headings. The
      section headings of this agreement are for reference purposes only and are
      to be
      given no effect in the construction or interpretation of this
      agreement.

     

    11.5  Governing
      Law. This
      agreement shall be governed by and construed in accordance with the law of
      the
      State of Delaware applicable to agreements made and to be performed in New
      York.


     

    11.6  Submission
      to Jurisdiction. The
      courts located in the State and County of New York shall have jurisdiction
      over
      the parties with respect to any dispute or controversy between them arising
      under or in connection with this agreement and, by execution and delivery of
      this agreement, each of the parties to this agreement submits to the
      jurisdiction of those courts, including, but not limited to, the in personam
      and
      subject matter jurisdiction of those courts, waives any objection to such
      jurisdiction on the grounds of venue or forum non conveniens, the absence of
      in
      personam or subject matter jurisdiction and any similar grounds, consents to
      service of process by mail (in accordance with section 11.1
      or any
      other manner permitted by law) and irrevocably agrees to be bound by any
      judgment rendered thereby in connection with this agreement. These consents
      to
      jurisdiction shall not be deemed to confer rights on any person other than
      the
      parties to this agreement. 

     

    
      
         

      

      
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    11.7  Waiver
      of Jury Trial. EACH
      OF
      THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE,
      DEFEND, INTERPRET OR OTHERWISE CONCERNING THIS AGREEMENT.

     

    11.8  Severability. If
      any
      provision of this agreement is invalid or unenforceable, the balance of this
      agreement shall remain in effect.

     

    11.9  Waiver. Any
      party
      may waive compliance by any other party with any provision of this agreement.
      No
      waiver of any provision shall be construed as a waiver of any other provision.
      Any waiver must be in writing.

     

    11.10  Assignment. No
      party
      may
      assign any of its rights or delegate any of its duties under this agreement
      without the consent of the other parties, except that ACI may assign any of
      its
      rights and delegate any of its duties to any of its affiliates (but no such
      assignment shall relieve ACI of any of its obligations under this
      agreement).

     

    11.11  Definition. As
      used
      in this agreement, the term ‘affiliate’ means any person or entity directly or
      indirectly controlled by, controlling, or under common control with, any other
      person or entity.

     

    11.12  Publicity. Except
      as
      required by applicable law, no party shall issue any press release or other
      public statement regarding the transactions contemplated by this agreement
      without the prior written consent of ACI and CHH. After execution of this
      agreement, CHH and ACI shall agree on a communications plan prior to any
      announcement of this agreement or the transactions contemplated hereby to any
      of
      CHH’s customers or employees (other than those employees involved in the sale
      process).

     

    11.13  Parties
      in Interest. Nothing
      in this Agreement is intended to confer any rights or remedies under or by
      reason of this agreement on any persons or entities other than the parties
      hereto, and their respective successors and permitted assigns, and no provision
      of this agreement shall give any third persons any right of subrogation or
      action over or against the parties hereto, provided, however, that after
      closing, the identified indemnified parties shall be third party beneficiaries
      of section 9.
      Nothing
      in this agreement is intended to relieve or discharge the obligations or
      liability of any third persons or entities to the parties hereto. 

     

    11.14  Specific
      Performance. CHH
      and
      the Stockholder acknowledge that the business of CHH is of a special, unique
      and
      extraordinary character, and that any breach of this agreement by CHH or any
      of
      the Stockholder could not be compensated for by damages. Accordingly, if CHH
      or
      any of the Stockholder breaches its, his or her obligations under this agreement
      ACI shall be entitled, in addition to any other remedies that it may have,
      to
      enforcement of this agreement by a decree of specific performance requiring
      ACI,
      CHH and the Stockholder to fulfill their respective obligations under this
      agreement, without any bond or other security being required and without the
      necessity of showing actual damages.  The
      foregoing shall not limit any rights or remedies that CHH and the Stockholder
      may have in connection with a breach of this agreement by ACI.

     

    


    
      
         

      

      
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    -
      SIGNATURE PAGE FOLLOWS - 

     

    
      
         

      

      
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              CRYSTAL
                INTERNATIONAL TRAVEL GROUP, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Peter
              Dugan
	 	
              

              Name:
                Peter Dugan

              Title:
                President/CEO

            
	 	 



      	 	 	 
	 	
              CRYSTAL
                HOSPITALITY HOLDINGS, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Peter
              Gallic
	 	
              

              Name:
                Peter Gallic

              Title:
                President

            
	 	 



      	 	 	 
	 	
              ADVANCED
                COMMUNICATIONS, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Dean
              A.
              Hoagland Sr.
	 	
              
Name:
              Dean A. Hoagland Sr.
              Title:
                President