Exhibit 10.10




 




Revised Exhibit A


to the


Amended Asset Purchase Agreement




 




Definitions of

terms used in this Exhibit:




 




Note: Unless otherwise defined

herein below, terms shall have the same meaning ascribed to them in the

Amendment to the Asset Purchase Agreement dated October 27, 2000 (the

“Agreement”) executed simultaneously with this Revised Exhibit A.




 




“Earn Out” is defined as the

amount (for the calendar year [“CY”] periods in Table 1 below) Buyer is to pay

Rubin pursuant to the Agreement as amended, which results from taking the

Consideration to be Paid (in Table 1) and adjusting it based on MM Net Billings

Target Achieved, Direct Margin achieved for MM (as defined below) Consulting

and Metricnet, and Outside Consultant Use, all as described below in this

Revised Exhibit A.




 




“META Measurements” (“MM”) is

defined as the Division — which is the

Business (as defined in the Agreement), after the Closing (as defined in the

Agreement) of the Agreement, acquired and operated by Buyer as a separate

division of Buyer (until on or about 1/1/02, after which there was no separate

division) — PLUS the following 3 META Group Consulting (“MGC”) services

reporting to Rubin: Sourcing (“SOP”),

Process and Metrics (“PMP”), and Operations and Benchmarking (“OEP”).

Note: For purposes of

clarification, MM includes performance results from Metricnet publications and

services. Note: MM product codes

and staff are identified in Schedule I and Schedule II, respectively.




 




“MM Consulting” is defined as

the three MGC services SOP, PMP and OEP, and Rubin Retainer (defined

below).




 




“Rubin Retainer” is defined as

MM Consulting work performed, over a single or multi-month period of time,

solely by Rubin for a client of Company where said client is billed by Company

over a single or multi-month period of time.




 




“Pure Outside Consultant

Revenue” is defined as Revenue generated through consulting work fulfilled

solely by  Outside Consultants minus all Buyer expenses (including but

not limited to all direct and indirect expenses, e.g., sales commissions,

marketing costs, general and administrative costs); such consulting work is

treated as Net Billings for all calculations of Net Billings Target Achieved,

and is treated as 100% Direct Margin for all calculations of MM Consulting

Direct Margin Targets achieved. Buyer’s CFO and Rubin need to mutually agree

before Revenue can be classified as “Pure Outside Consultant Revenue”.




 




1. MM Earn Out

Performance Target Areas




 




For the CY 2002 Earn Out period

and each CY Earn Out period thereafter, Rubin’s Earn Out shall be based

upon:  the performance of MM in

achieving its Net Billings Target, MM Consulting Direct Margin Target and

Metricnet Direct Margin Target, and MM’s Outside Consultant Use.  If certain events occur, including but not

limited to market or other economic conditions, acquisition of Buyer or certain

assets of Buyer or change in control of Buyer, then Buyer and Rubin agree to

consult with each other in good faith toward a reasonable modification to the

amount of Earn Out to be paid in a given CY period and total Consideration to

be Paid under the Agreement, MM performance targets, MM Net Billings Targets,

MM Consulting Direct Margin, and Metricnet Direct Margin targets for such

period. Buyer and Rubin agree that Buyer shall determine whether new products,

if any, developed by Rubin are to classified for purposes of accounting,

earnout calculation, Net Billings Targets, Direct Margin Targets and

performance evaluations, as either MM Consulting or Metricnet publications.




 




2. Earn Out

Calculation




 




The amount of Earn Out to be

paid in any CY Earn Out period (see Table 1 below) shall be calculated as

follows:




 




(50% of the

Consideration to be Paid for that CY Earn Out period) x




 





























 




(adjustment

for MM Net Billings Target Achieved for MM in that CY period x adjustment for

Outside Consultant Use)




 




PLUS




 




[(50% of the

Consideration to be Paid for that CY Earn Out period) x




 




(adjustment

for MM Consulting Direct Margin achieved in that CY period, multiplied by the

amount obtained by dividing MM Consulting Net Billings achieved in that CY

period by total MM Net Billings achieved in that CY period, all multiplied by

the adjustment for Outside Consultant Use in that CY period)




 




plus




 




(adjustment for Metricnet Direct Margin achieved in that CY period,

multiplied by the amount obtained by dividing Metricnet Net Billings achieved

in that CY period by total MM Net Billings achieved in that CY period, all

multiplied by the adjustment for Outside Consultant Use in that CY period.)]




 




 




Table 1:




 




Summary of CY Earn Out Periods, Dates and

Consideration to be Paid, MM Net Billings Target, and MM Consulting &

Metricnet Direct Margin  Targets




 




	

  CY Earn Out Period


  	

   


  	

  Date for Earn


  Out to be Paid


  	

   


  	

  Consideration to


  be Paid


  	

   


  	

  MM Net


  Billings Target


  	

   


  	

  MM Consulting Direct


  Margin Target


  	

   


  	

  Metricnet Direct


  Margin Target


  	

   


  
	

  CY2002


  	

   


  	

  March 31, 2003


  	

   


  	

  $541,667 in cash;


  $270,833 in stock


  	

   


  	

  $


  	

  18,664,000


  	

   


  	

  53


  	

  %


  	

  78


  	

  %


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  CY2003


  	

   


  	

  March 31, 2004


  	

   


  	

  $541,667 in cash;


  $270,833 in stock


  	

   


  	

  $


  	

  24,263,000


  	

   


  	

  55


  	

  %


  	

  78


  	

  %


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  CY2004


  	

   


  	

  March 31, 2005


  	

   


  	

  $541,667 in cash;


  $270,833 in stock


  	

   


  	

  $


  	

  31,542,000


  	

   


  	

  55


  	

  %


  	

  78


  	

  %


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  CY2005


  	

   


  	

  March 31, 2006


  	

   


  	

  $541,667 in cash;


  $270,833 in stock


  	

   


  	

  $


  	

  41,005,000


  	

   


  	

  55


  	

  %


  	

  78


  	

  %


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  CY2006


  	

   


  	

  March 31, 2007


  	

   


  	

  $541,667 in cash;


  $270,833 in stock


  	

   


  	

  $


  	

  53,306,000


  	

   


  	

  55


  	

  %


  	

  78


  	

  %


  





 




Note 1:   If in any CY period, MM

Net Billings Target achieved is less than or equal to 80% (89% for CY 2002

only), Rubin shall receive zero Earn Out for that CY period.




 




Note 2:   In order for Executive

to receive an Earn Out in a given period, the following formula must be true:




 




(MM Consulting Revenue achieved X MM

Consulting Direct Margin achieved) + (Metricnet Revenue achieved X Metricnet

Direct Margin achieved)




 




must be greater than or equal to




 




95% X {(MM Consulting Revenue achieved X MM

Consulting Direct Margin Target [as set forth in Table 1 above]) + (Metricnet

Revenue achieved X Metricnet Direct Margin Target [as set forth in Table 1

above])}.




 




2





























 




3.  Adjustment to 50% of the Consideration to be

Paid based on Net Billings Target Achieved




 




Fifty percent (50%) of the

Consideration to be Paid for each CY Earn Out period shall be adjusted based

upon MM Net Billings Target Achieved and adjusted for Outside Consultant Use.

The Net Billings Target Achieved is calculated by taking MM Net Billings

achieved in a CY Earn Out period, and dividing it by MM Net Billings Target for

that CY Earn Out period.




 




For example:




 




Fifty percent (50%) of the

Consideration to be Paid for that CY Earn Out period is multiplied by the

percentage number in the corresponding column under “% Adjustment to 50% of the

Consideration to be Paid based on Net Billings Target Achieved” in either Table

2a below for CY 2002 or Table 2b below for CY 2003 and beyond.




 




Note: For purposes of Earn Out

calculation, Net Billings Target Achieved shall be rounded up for % numbers

greater than or equal to .5, and shall be rounded down for % numbers less than

..5.




 




Table 2a:




CY 2002 Only




 




Adjustment to 50% of the Consideration to be Paid

based on Net Billings Target Achieved




 




Net Billings Target Achieved


as related to


% Adjustment to 50% of the Consideration to be Paid based on Net Billings

Target Achieved:




 








	

  Net Billings Target Achieved


  	

   


  	

  % Adjustment to 50% of the Consideration to be Paid


  based on Net Billings Target Achieved


  	

   


  
	

  >100%


  	

   


  	

  100.0


  	

  %


  
	

  100%


  	

   


  	

  100.0


  	

  %


  
	

  99%


  	

   


  	

  90.0


  	

  %


  
	

  98%


  	

   


  	

  80.0


  	

  %


  
	

  97%


  	

   


  	

  70.0


  	

  %


  
	

  96%


  	

   


  	

  60.0


  	

  %


  
	

  95%


  	

   


  	

  50.0


  	

  %


  
	

  94%


  	

   


  	

  40.0


  	

  %


  
	

  93%


  	

   


  	

  30.0


  	

  %


  
	

  92%


  	

   


  	

  20.0


  	

  %


  
	

  91%


  	

   


  	

  10.0


  	

  %


  
	

  90%


  	

   


  	

  5.0


  	

  %


  
	

  89%


  	

   


  	

  0


  	

  %


  
	

  <89%


  	

   


  	

  0


  	

  %


  
					










 




3





























 




Table 2b:




CY 2003 and Subsequent CYs




 




Adjustment to 50% of the Consideration to be

Paid based on Net Billings Target Achieved




 




Net Billings Target Achieved


as related to


% Adjustment to 50% of the Consideration to be Paid based on Net Billings

Target Achieved:




 








	

  Net Billings Target Achieved


  	

   


  	

  % Adjustment to 50% of the Consideration to be Paid


  based on Net Billings Target Achieved


  	

   


  
	

  >100%


  	

   


  	

  100.0


  	

  %


  
	

  100%


  	

   


  	

  100.0


  	

  %


  
	

  99%


  	

   


  	

  97.5


  	

  %


  
	

  98%


  	

   


  	

  95.0


  	

  %


  
	

  97%


  	

   


  	

  92.5


  	

  %


  
	

  96%


  	

   


  	

  90.0


  	

  %


  
	

  95%


  	

   


  	

  87.5


  	

  %


  
	

  94%


  	

   


  	

  85.0


  	

  %


  
	

  93%


  	

   


  	

  82.5


  	

  %


  
	

  92%


  	

   


  	

  80.0


  	

  %


  
	

  91%


  	

   


  	

  77.5


  	

  %


  
	

  90%


  	

   


  	

  75.0


  	

  %


  
	

  89%


  	

   


  	

  72.5


  	

  %


  
	

  88%


  	

   


  	

  70.0


  	

  %


  
	

  87%


  	

   


  	

  67.5


  	

  %


  
	

  86%


  	

   


  	

  65.0


  	

  %


  
	

  85%


  	

   


  	

  62.5


  	

  %


  
	

  84%


  	

   


  	

  60.0


  	

  %


  
	

  83%


  	

   


  	

  45.0


  	

  %


  
	

  82%


  	

   


  	

  30.0


  	

  %


  
	

  81%


  	

   


  	

  15.0


  	

  %


  
	

  80%


  	

   


  	

  0


  	

   


  
	

  <80%


  	

   


  	

  0


  	

   


  
					










 




4. Adjustment

to 50% of Consideration to be Paid based on Direct Margin Achieved




 




Fifty percent (50%) of the

Consideration to be Paid for each CY Earn Out period shall be adjusted based

upon the following:




 




[adjustment

for MM Consulting Direct Margin achieved in that CY period (see the percentage

number in the corresponding column under “% Adjustment to 50% of the

Consideration to be Paid based on MM Consulting Direct Margin achieved” in

either Table 3a below for CY 2002 or Table 3b below for CY 2003 and beyond),

multiplied by the amount obtained by dividing MM Consulting Net Billings

achieved in that CY period by total MM Net Billings achieved in that CY period,

all multiplied by the adjustment for Outside Consultant Use in that CY period

(see Table 5 below)]




 




Plus




 




[adjustment

for Metricnet Direct Margin achieved in that CY period (see the percentage

number in the corresponding column under 

“% Adjustment to 50% of the Consideration to be Paid based on Metricnet

Direct Margin achieved” in Table 4 below), multiplied by the amount obtained by

dividing Metricnet Net Billings achieved in that CY period by total MM Net

Billings achieved in that CY period, all multiplied by the adjustment for

Outside Consultant Use in that CY period (see Table 5)].




 




4





























 




Table 3a:




CY 2002 Only




 




Adjustment to 50% of the Consideration to be

Paid based on MM Consulting Direct Margin achieved:




 








	

  Direct

  Margin achieved


  	

   


  	

  % Adjustment to 50% of the


  Consideration to be Paid based


  on MM Consulting Direct


  Margin achieved


  	

   


  
	

  >53%


  	

   


  	

  100


  	

  %


  
	

  53%


  	

   


  	

  100


  	

  %


  
	

  52%


  	

   


  	

  67.0


  	

  %


  
	

  51%


  	

   


  	

  33.0


  	

  %


  
	

  50%


  	

   


  	

  0


  	

   


  
	

  50%


  	

   


  	

  0


  	

   


  
					










 




Table 3b:




CY 2003 and Subsequent CYs




 




Adjustment to 50% of the Consideration to be

Paid based on MM Consulting Direct Margin achieved:




 








	

  Direct

  Margin achieved


  	

   


  	

  % Adjustment to 50% of the


  Consideration to be Paid based


  on MM Consulting Direct


  Margin achieved


  	

   


  
	

  >55%


  	

   


  	

  100


  	

  %


  
	

  55%


  	

   


  	

  100


  	

  %


  
	

  54%


  	

   


  	

  80


  	

  %


  
	

  53%


  	

   


  	

  60


  	

  %


  
	

  52%


  	

   


  	

  40


  	

  %


  
	

  51%


  	

   


  	

  20


  	

  %


  
	

  50%


  	

   


  	

  0


  	

   


  
	

  <50%


  	

   


  	

  0


  	

   


  
					










 




Table 4:




 




Adjustment to 50% of the Consideration to be

Paid based on Metricnet Direct Margin achieved:




 








	

  Direct

  Margin achieved


  	

   


  	

  % Adjustment to 50% of the


  Consideration to be Paid based


  on Metricnet Direct Margin


  achieved


  	

   


  
	

  >78%


  	

   


  	

  100


  	

  %


  
	

  >78%


  	

   


  	

  100


  	

  %


  
	

  77%


  	

   


  	

  80


  	

  %


  
	

  76%


  	

   


  	

  60


  	

  %


  
	

  75%


  	

   


  	

  40


  	

  %


  
	

  74%


  	

   


  	

  20


  	

  %


  
	

  73%


  	

   


  	

  0


  	

   


  
	

  <73%


  	

   


  	

  0


  	

   


  
					










 




Note: For purposes of Earn Out calculation, Direct Margin achieved

shall be rounded up for % numbers greater than or equal to .5, and shall be

rounded down for % numbers less than .5.




 




5





























 




5. Adjustment

to Consideration to be Paid based on Outside Consultant Use 




 




The adjustment to 50% of

Consideration to be Paid based on Direct Margin achieved for a CY Earn Out

Period and the adjustment to 50% of the Consideration to be Paid based on Net

Billings Target Achieved for a CY Earn Out period are each multiplied by the

percentage number in the corresponding column under “% Adjustment to the

Consideration to be Paid based on Outside Consultant Use” in Table 5 below.




 




Note 1: There shall be no

adjustment hereunder if and to the extent that a specific Outside Consultant

has been authorized in advance (e.g., prior to performing any contractual work

on a specific contract), either in writing or via electronic mail, by the

Managing Director of MGC.




 




Table 5:




 




Adjustment to Consideration to be Paid based

on Outside Consultant Use:




 








	

  Outside

  Consultant Use


  	

   


  	

  % Adjustment to


  Consideration to be Paid based


  on Outside Consultant Use


  	

   


  
	

  <25%


  	

   


  	

  100


  	

  %


  
	

  25%


  	

   


  	

  100


  	

  %


  
	

  26%


  	

   


  	

  95


  	

  %


  
	

  27%


  	

   


  	

  90


  	

  %


  
	

  28%


  	

   


  	

  85


  	

  %


  
	

  29%


  	

   


  	

  80


  	

  %


  
	

  30%


  	

   


  	

  75


  	

  %


  
	

  31%


  	

   


  	

  60


  	

  %


  
	

  32%


  	

   


  	

  45


  	

  %


  
	

  33%


  	

   


  	

  30


  	

  %


  
	

  34%


  	

   


  	

  15


  	

  %


  
	

  35%


  	

   


  	

  0


  	

  %


  
	

  >35%


  	

   


  	

  0


  	

  %


  
					










 




Note 2: For purposes of Earn

Out calculation, Outside Consultant Use shall be rounded up for % numbers

greater than or equal to .5, and shall be rounded down for % numbers less than

..5.




 




6. Example of Earn Out Calculation for CY 2003 Earn Out period




 




6.1. Rubin’s CY Earn Out is

based on three performance areas:




 




•                  Assets under

Rubin’s direct control achieving a Net Billings Target




 




•                  Assets under

Rubin’s direct control achieving Direct Margin Targets




 




•                  Outside

Consultant Use.




 




If in any CY

period, Net Billings achieved is less than or equal to 80% (89% for CY 2002

only) of target, Rubin shall receive zero Earn Out for that CY period.




 




If in any CY

period Rubin fails to achieve a minimum of 95% of Direct Margin Targets, Rubin

shall receive zero Earn Out for that CY period.




 




6





























 




6.2.  Earn Out formula is based on the following:




 




50% of Earn

Out is based upon Net Billings Target attainment and an adjustment for Outside

Consultant Use




 




PLUS




 




50% of Earn

Out is based upon Direct Margin Target attainment (broken down by Consulting,

and Publications and Services) and an adjustment for Outside Consultant Use




 




6.3. The amount of Earn Out to

be paid (as set forth in Table 1 below) on March 31, 2003 is to be calculated

as follows:




 




(50% of

$812,500) multiplied by




 




(adjustment

for META Measurements (MM) Net Billings Target Achieved in that CY period

multiplied by the adjustment for Outside Consultant Use)




 




PLUS




 




(50% of

$812,500) multiplied by




 




[(adjustment

for MM Consulting Direct Margin achieved in that CY period) multiplied by (the

amount obtained by dividing MM Consulting Net Billings achieved in that CY

period by total MM Net Billings achieved in that CY period) multiplied by (the

adjustment for Outside Consultant Use in that CY period)




 




plus




 




(adjustment

for Metricnet Direct Margin achieved in that CY period) multiplied by (the

amount obtained by dividing Metricnet Net Billings achieved in that CY period

by total MM Net Billings achieved in that CY period) multiplied by (the

adjustment for Outside Consultant Use in that CY period)]




 




6.4.  The Earn Out formula would appear as:




 




(50% of $812,500) X

(adjustment for MM Net Billings Target Achieved) X (adjustment for Outside

Consultant Use)




 




PLUS




 




(50% of

$812,500) X




 




[(adjustment

for MM Consulting Direct Margin Achieved) X (MM Consulting Net Billing

achieved/MM Net Billings achieved) X (adjustment for Outside Consultant Use)




 




plus




 




(adjustment

for Metricnet Direct margin achieved) X (Metricnet Net Billing achieved/MM Net

Billings Achieved) X (adjustment for Outside Consultant Use)]




 




6.5. Assume for this example the following adjustments to Consideration

to be Paid based on CY 2003 Net Billings Target Achieved, MM Consulting and

Metricnet Direct Margin achieved, and Outside Consultant Use:




 




7





























 




Assume Rubin’s Net Billings

Target Achieved is 98%, the corresponding number in the column under

“Adjustment to 50% of the Consideration to be Paid based on Net Billings Target

Achieved” in Table 2b below is 95% (A).




 




Assume Rubin’s MM Consulting

Direct Margin achieved is 54%, the corresponding number in the column under

“Adjustment to 50% of the Consideration to be Paid based on MM Consulting

Direct Margin achieved” in Table 3 below is 80% (B).




 




Assume Rubin’s Metricnet Direct

Margin achieved is 78%, the corresponding number in the column under

“Adjustment to 50% of the Consideration to be Paid based on Metricnet Direct

Margin achieved” in Table 4 below is 100% (C).




 




Assume MM’s Outside Consulting

Use is less than 25%, the corresponding number in the column under “Adjustment

to the Consideration to be Paid based on Outside Consulting Use” in Table 5

below is 100% (D).




 




The Summary Table below lists

the assumptions made above:




 




Summary Table




of




Example of adjustments to Consideration to be Paid for CY 2003 Earn Out

Period




 








	

  %

  adjustment to 50% of


  the Consideration to be 


  Paid based on
Net Billings Target


  Achieved


  	

   


  	

  % adjustment to 50% of


  the Consideration to be


  Paid based on


  MM Consulting Direct


  Margin achieved


  	

   


  	

  % adjustment to 50%


  of the Consideration to


  be Paid based on
Metricnet Direct


  Margin achieved


  	

   


  	

  % adjustment to


  Consideration to be


  Paid based on


  Outside Consultant


  Use


  	

   


  
	

  (A)


  	

   


  	

  (B)


  	

   


  	

  (C)


  	

   


  	

  (D)


  	

   


  
	

  95%


  	

   


  	

  80%


  	

   


  	

  100%


  	

   


  	

  100%


  	

   


  










 




6.6 Calculation for minimum CY

2003 META Measurement Direct Margin required for any Earn Out to occur:




 




(MM Consulting Revenue achieved multiplied by

MM Consulting Direct Margin achieved) plus (Metricnet Revenue achieved

multiplied by Metricnet Direct Margin achieved)




 




must be greater than or equal to




 




95% multiplied by {(MM Consulting Revenue

achieved multiplied by MM Consulting Direct Margin Target [as set forth in

Table 1 below]) plus (Metricnet Revenue achieved multiplied by Metricnet Direct

Margin Target [as set forth in Table 1 below])}.




 




Assume for

this example the above calculation indicates MM Direct Margin achieved is at

least 95% of CY 2003 MM Consulting and Metricnet Revenue achieved each

multiplied by its corresponding CY 2003 MM Consulting and Metricnet Direct

Margin Target, respectively.




 




6.7. Calculate:




 




MM Consulting Net Billings

achieved divided by total MM Net Billings achieved, and Metricnet Net Billings

achieved divided by total MM Net Billings achieved.




 




Assume for this example:




 




8





























 




MM Consulting Net Billings

achieved divided by total MM Net Billings achieved = .88 (E), and Metricnet Net

Billings achieved divided by total MM Net Billings achieved = .12. (F)




 




The calculation will appear as:




 




Earn Out achieved through Net Billings attainment

and Outside Consultant Use




 




(A)    (D)




(50% of $812,500) x (.95 x 1.00)




 




PLUS




 




Earn Out achieved through Direct Margin

attainment and Outside Consultant Use




 




(B)    (E)      

(C)       (F)       (D)




(50% of $812,500) x ([(.80 x .88) + (1.00 x .12)] x 1.00)




 




The final calculation appears

as following:




 




$385,937.50




 




PLUS




 




$334,750.00




 




= $720,687.50




 




to be split 2/3 in cash, and

1/3 in stock,


which is $480,458.33 in cash, and 

$240,229.17 in stock.




 




9





























 




6.8.  Tables.




 




Table 1:




 




Summary of CY Earn Out Periods, Dates and

Consideration to be Paid, MM Net Billings Target, and MM Consulting &

Metricnet Direct Margin  Targets




 




	

  CY Earn Out Period


  	

   


  	

  Date for Earn


  Out to be Paid


  	

   


  	

  Consideration to


  be Paid


  	

   


  	

  MM Net


  Billings Target


  	

   


  	

  MM Consulting Direct


  Margin Target


  	

   


  	

  Metricnet Direct


  Margin Target


  	

   


  
	

  CY2002


  	

   


  	

  March 31, 2003


  	

   


  	

  $541,667 in cash;


  $270,833 in stock


  	

   


  	

  $


  	

  18,664,000


  	

   


  	

  53


  	

  %


  	

  78


  	

  %


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  CY2003


  	

   


  	

  March 31, 2004


  	

   


  	

  $541,667 in cash;


  $270,833 in stock


  	

   


  	

  $


  	

  24,263,000


  	

   


  	

  55


  	

  %


  	

  78


  	

  %


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  CY2004


  	

   


  	

  March 31, 2005


  	

   


  	

  $541,667 in cash;


  $270,833 in stock


  	

   


  	

  $


  	

  31,542,000


  	

   


  	

  55


  	

  %


  	

  78


  	

  %


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  CY2005


  	

   


  	

  March 31, 2006


  	

   


  	

  $541,667 in cash;


  $270,833 in stock


  	

   


  	

  $


  	

  41,005,000


  	

   


  	

  55


  	

  %


  	

  78


  	

  %


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  CY2006


  	

   


  	

  March 31, 2007


  	

   


  	

  $541,667 in cash;


  $270,833 in stock


  	

   


  	

  $


  	

  53,306,000


  	

   


  	

  55


  	

  %


  	

  78


  	

  %


  





 




 




Note 1:   If in any CY period, MM

Net Billings Target achieved is less than or equal to 80% (89% for CY 2002

only), Rubin shall receive zero Earn Out.




 




Note 2: If in any CY period Rubin fails to achieve a minimum of 95% of

Direct Margin Targets, Rubin shall receive zero Earn Out for that CY period. In

order for Executive to receive an Earn Out in a given period, the following

formula must be true:




 




(MM Consulting Revenue achieved X MM Consulting

Direct Margin achieved) + (Metricnet Revenue achieved X Metricnet Direct Margin

achieved)




 




must be greater than or equal to




 




95% X {(MM Consulting Revenue achieved X MM

Consulting Direct Margin Target [as set forth in Table 1 above]) + (Metricnet

Revenue achieved X Metricnet Direct Margin Target [as set forth in Table 1

above])}.




 




10





























 




Table 2a:




 




CY 2002 Only




Adjustment to 50% of the Consideration to be Paid based on

Net Billings Target Achieved




 




Net Billings Target Achieved


As related to


% Adjustment to 50% of the Consideration to be Paid based on Net Billings

Target


Achieved:




 








	

  Net

  Billings Target Achieved


  	

   


  	

  % Adjustment

  to 50% of the Consideration to be Paid


  based on Net Billings Target Achieved


  	

   


  
	

  >100%


  	

   


  	

  100.0


  	

  %


  
	

  100%


  	

   


  	

  100.0


  	

  %


  
	

  99%


  	

   


  	

  90.0


  	

  %


  
	

  98%


  	

   


  	

  80.0


  	

  %


  
	

  97%


  	

   


  	

  70.0


  	

  %


  
	

  96%


  	

   


  	

  60.0


  	

  %


  
	

  95%


  	

   


  	

  50.0


  	

  %


  
	

  94%


  	

   


  	

  40.0


  	

  %


  
	

  93%


  	

   


  	

  30.0


  	

  %


  
	

  92%


  	

   


  	

  20.0


  	

  %


  
	

  91%


  	

   


  	

  10.0


  	

  %


  
	

  90%


  	

   


  	

  5.0


  	

  %


  
	

  89%


  	

   


  	

  0


  	

   


  
	

  <89%


  	

   


  	

  0


  	

   


  
					










 




Table 2b:




 




CY 2003 and Subsequent CYs




Adjustment to 50% of the Consideration to be Paid based on

Net Billings Target Achieved




 




Net Billings Target Achieved


As related to


% Adjustment to 50% of the Consideration to be Paid based on Net Billings

Target Achieved:




 








	

  Net Billings Target Achieved


  	

   


  	

  % Adjustment to 50% of the Consideration to

  be Paid


  based on Net Billings Target Achieved


  	

   


  
	

  >100%


  	

   


  	

  100.0


  	

  %


  
	

  100%


  	

   


  	

  100.0


  	

  %


  
	

  99%


  	

   


  	

  97.5


  	

  %


  
	

  98%


  	

   


  	

  95.0


  	

  %


  
	

  97%


  	

   


  	

  92.5


  	

  %


  
	

  96%


  	

   


  	

  90.0


  	

  %


  
	

  95%


  	

   


  	

  87.5


  	

  %


  
	

  94%


  	

   


  	

  85.0


  	

  %


  
	

  93%


  	

   


  	

  82.5


  	

  %


  
	

  92%


  	

   


  	

  80.0


  	

  %


  
	

  91%


  	

   


  	

  77.5


  	

  %


  
	

  90%


  	

   


  	

  75.0


  	

  %


  
	

  89%


  	

   


  	

  72.5


  	

  %


  
	

  88%


  	

   


  	

  70.0


  	

  %


  
	

  87%


  	

   


  	

  67.5


  	

  %


  
	

  86%


  	

   


  	

  65.0


  	

  %


  
	

  85%


  	

   


  	

  62.5


  	

  %


  
	

  84%


  	

   


  	

  60.0


  	

  %


  
	

  83%


  	

   


  	

  45.0


  	

  %


  
	

  82%


  	

   


  	

  30.0


  	

  %


  
	

  81%


  	

   


  	

  15.0


  	

  %


  
	

  80%


  	

   


  	

  0


  	

   


  
	

  <80%


  	

   


  	

  0


  	

   


  
					










 




Note: For purposes of Earn Out calculation, Net Billings Target

Achieved shall be rounded up for % numbers greater than or equal to .5, and

shall be rounded down for % numbers less than .5.




 




11





























 




 




Table 3a:




CY 2002 Only




 




Adjustment to 50% of the Consideration to be Paid based on MM

Consulting Direct Margin


achieved:




 








	

  Direct

  Margin achieved


  	

   


  	

  %

  Adjustment to 50% of the


  Consideration to be Paid based


  on MM Consulting Direct


  Margin achieved


  	

   


  
	

  >53%


  	

   


  	

  100


  	

  %


  
	

  53%


  	

   


  	

  100


  	

  %


  
	

  52%


  	

   


  	

  67.0


  	

  %


  
	

  51%


  	

   


  	

  33.0


  	

  %


  
	

  50%


  	

   


  	

  0


  	

   


  
	

  50%


  	

   


  	

  0


  	

   


  
					










 




Table 3b:




CY 2003 and Subsequent CYs




 




Adjustment to 50% of the Consideration to be Paid based on MM

Consulting Direct Margin


achieved:




 








	

  Direct

  Margin achieved


  	

   


  	

  %

  Adjustment to 50% of the


  Consideration to be Paid based


  on MM Consulting Direct


  Margin achieved


  	

   


  
	

  >55%


  	

   


  	

  100


  	

  %


  
	

  55%


  	

   


  	

  100


  	

  %


  
	

  54%


  	

   


  	

  80


  	

  %


  
	

  53%


  	

   


  	

  60


  	

  %


  
	

  52%


  	

   


  	

  40


  	

  %


  
	

  51%


  	

   


  	

  20


  	

  %


  
	

  50%


  	

   


  	

  0


  	

   


  
	

  <50%


  	

   


  	

  0


  	

   


  
					










 




Note: For purposes of Earn Out calculation, MM Consulting Direct Margin

achieved shall be rounded up for % numbers greater than or equal to .5, and

shall be rounded down for % numbers less than .5.




 




Table 4:




 




Adjustment to 50% of the Consideration to be Paid based on Metricnet

Direct Margin achieved:




 




 








	

  Direct

  Margin achieved


  	

   


  	

  %

  Adjustment to 50% of the


  Consideration to be Paid based


  on Metricnet Direct Margin


  achieved


  	

   


  
	

  >78%


  	

   


  	

  100


  	

  %


  
	

  >78%


  	

   


  	

  100


  	

  %


  
	

  77%


  	

   


  	

  80


  	

  %


  
	

  76%


  	

   


  	

  60


  	

  %


  
	

  75%


  	

   


  	

  40


  	

  %


  
	

  74%


  	

   


  	

  20


  	

  %


  
	

  73%


  	

   


  	

  0


  	

   


  
	

  <73%


  	

   


  	

  0


  	

   


  
					










 




Note: For purposes of Earn Out calculation, Metricnet Direct Margin

achieved shall be rounded up for % numbers greater than or equal to .5, and

shall be rounded down for % numbers less than .5.




 




12





























 




Table 5:




 




Adjustment to Consideration to be Paid based

on Outside Consultant Use:




 








	

  Outside

  Consultant Use


  	

   


  	

  % Adjustment to


  Consideration to be Paid based


  on Outside Consultant Use


  	

   


  
	

  <25%


  	

   


  	

  100


  	

  %


  
	

  25%


  	

   


  	

  100


  	

  %


  
	

  26%


  	

   


  	

  95


  	

  %


  
	

  27%


  	

   


  	

  90


  	

  %


  
	

  28%


  	

   


  	

  85


  	

  %


  
	

  29%


  	

   


  	

  80


  	

  %


  
	

  30%


  	

   


  	

  75


  	

  %


  
	

  31%


  	

   


  	

  60


  	

  %


  
	

  32%


  	

   


  	

  45


  	

  %


  
	

  33%


  	

   


  	

  30


  	

  %


  
	

  34%


  	

   


  	

  15


  	

  %


  
	

  35%


  	

   


  	

  0


  	

  %


  
	

  >35%


  	

   


  	

  0


  	

  %


  
					










 




Note 2: For purposes of Earn

Out calculation, Outside Consultant Use shall be rounded up for % numbers

greater than or equal to .5, and shall be rounded down for % numbers less than

..5.




 




13