Exhibit
10.1


    SHARE
EXCHANGE AGREEMENT

     

    BY
AND AMONG

     

    NEW
CENTURY COMPANIES, INC.,

     

    PRECISION
AEROSTRUCTURES, INC.,

     

    AND

     

    THE
SHAREHOLDER OF PRECISION AEROSTRUCTURES, INC.


     

    Dated:  October
6, 2009



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit 10.1

     

    SHARE
EXCHANGE AGREEMENT

     

    THIS
SHARE EXCHANGE AGREEMENT, dated as of October 6, 2009 (this “Agreement”), by and
among NEW CENTURY COMPANIES, INC., a corporation incorporated in the State of
Delaware, (“NCCI”), on the one
hand; and PRECISION AEROSTRUCTURES, INC. (“PAI”), a corporation
incorporated in the State of California, and Michael Cabral; (the “PAI Shareholder”), on
the other hand. Each of PAI, the PAI Entities and the PAI Shareholder is
sometimes individually referred to herein as a “PAI Party,” and
collectively as the “PAI
Parties.”  Each of NCCI and the NCCI Entities is sometimes
individually referred to as a “NCCI Party” and
collectively as the “NCCI
Parties”.  Each of the Parties to this Agreement is
individually referred to herein as a “Party” and
collectively as the “Parties.”  Capitalized
terms used herein that are not otherwise defined herein shall have the meanings
ascribed to them in Exhibit A
hereto.

     

    RECITALS

     

    A.      The
PAI Shareholder is the owner of and has good and valid title to all of the
issued and outstanding capital stock of PAI (the “PAI Shares”), free
and clear of any Liens.

     

    B.       The
Board of Directors of NCCI believes it is advisable and in the best interests of
NCCI and its stockholders that NCCI acquire the PAI Shares from the PAI
Shareholder pursuant to the terms of this Agreement (the “Share
Exchange”).

     

    C.       The
Parties intend the Share Exchange to be treated as a tax-free reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as
amended.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth herein, and intending to be
legally bound hereby, the Parties agree as follows:

     

    ARTICLE
I


     

    Share
Exchange; Closing

     

    Section 1.1  
    Exchange of
Shares.  Upon the terms and subject to the conditions of this
Agreement, and in reliance on the representations and warranties set forth
herein, at the Closing, the PAI Shareholder agrees to convey, assign, transfer
and deliver to NCCI, and NCCI agrees to acquire from the PAI Shareholder, all of
the PAI Shareholder’s right, title and interest in the PAI Shares owned of
record or beneficially by the PAI Shareholder, free and clear of any
Liens.  Schedule I hereto
sets forth the number and type of PAI Shares that the PAI Shareholder will
convey, assign, transfer and deliver to NCCI hereunder subject to the terms of
this Agreement.  In exchange for the PAI Shares, at the Closing, NCCI
shall sell, issue and deliver to the PAI Shareholder free and clear of all
Liens, subject to the terms and conditions of this Agreement, (a) 5,000,000
shares of NCCI Common Stock (the “Transaction
Shares”)and (b) a note for $500,000 (the “Note”) which note will be
payable from the proceeds of any equity financing with gross proceeds of at
least $2,000,000 provided that the investors in such financing permit the
proceeds thereof to be used for such purpose.  The Note shall be in
the form of Exhibit A.


    
      
         


      

      
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    Section
1.2       Earn-Out
Warrants.

     

    (a)      At
such time (the “Vesting Date”) as the
cumulative Net Income of PAI is at least $3,000,000 (the “Target”), NCCI shall
issue and deliver to the PAI Shareholder, free and clear of all Liens, warrants
to purchase that 3,000,000 of NCCI Common Stock (the “Earn-Out
Warrants”).  The Earn-Out Warrants shall be for a term of the
earlier of three years from the Vesting Date or five years from the Commencement
Date, shall have an exercise price of $0.10 per share and may be exercised on a
cashless basis.  The Earn Out Warrants shall be in the form of Exhibit
B.  In determining whether the Target has been met, the calculation
shall (a) commence on the first day of the quarterly period following the
Closing (the “Commencement Date”),
(b) be in accordance with U.S. GAAP, and (c) include a reasonable charge
against Net Income for g&a expense.  Until the earlier to occur of
the date when the Target has been achieved or three years from the Commencement
Date, NCCI shall maintain the separate existence of PAI and use its best efforts
to maintain the continuity of management.  If the Target has not been
achieved by the end of such three-year period, the Earn-Out Warrants shall be
null and void.

     

    Section
1.3       Closing.  The
Closing (the “Closing”) of the
Share Exchange and the other transactions contemplated hereby (the “Transactions”), shall
take place at the offices of TroyGould PC, 1801 Century Park East, 16th Floor,
Los Angeles, California 90067 commencing at 9:00 a.m. local time on the business
day following the satisfaction or waiver of all conditions and obligations of
the Parties to consummate the Transactions contemplated hereby or on such other
date and at such other time as the Parties may mutually determine (the “Closing Date”).

     

    Section 1.4 
     Deliveries of the
Parties.  At the Closing, (i) the PAI Parties (directly
and/or through their nominees) shall deliver to the NCCI Parties the various
certificates, instruments, agreements and documents referred to in
Section 8.2 below, (ii) the NCCI Parties shall deliver to the PAI
Parties, as applicable, the various certificates, instruments, agreements and
documents referred to in Section 8.1 below, and (iii) the PAI Shareholder
shall deliver to the NCCI Parties a certificate representing the right, title
and interest in and to the PAI Shares free and clear of all Liens.

     

    Section 1.5  
    Further
Assurances.  Subject to the terms and conditions of this
Agreement, at any time or from time to time after the Closing, each of the
Parties shall execute and deliver such other documents and instruments, provide
such materials and information and take such other actions as may be
commercially reasonable, to the extent permitted by law, to fulfill its
obligations under this Agreement and to effectuate and consummate the
Transactions.


    
      
         


      

      
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    ARTICLE
II


     

    Representations
and Warranties of PAI Parties

     

    Subject
to the exceptions set forth in the Disclosure Schedule of the PAI Parties (the
“PAI Disclosure
Schedule”), each of the PAI Parties jointly and severally represents and
warrants to the NCCI Parties as of the date hereof and as of the Closing as
follows:

     

    Section
2.1       PAI
Shares.

     

    (a)      Good
Title.  The PAI Shareholder is the registered owners of the PAI
Shares and has good and marketable title to the PAI Shares, with the right and
authority to sell and deliver such PAI Shares.  Such shares constitute
all of the capital stock of PAI.  Upon delivery of any certificate or
certificates duly assigned, NCCI will receive good title to the PAI Shares, free
and clear of all Liens.

     

    (b)      Capital
Structure.  The capitalization of each PAI Entity, including
the total number of shares and type of all authorized, issued and outstanding
capital stock of each PAI Entity, and all shares of capital stock of a PAI
Entity reserved for issuance under such PAI Entity’s various options, warrants,
convertible notes and incentive plans, are set forth in Section 2.1(b) of
the PAI Disclosure Schedule.  Except as set forth in
Section 2.1(b) of the PAI Disclosure Schedule:  (i) no
shares of capital stock or other voting securities of the PAI Entities are
issued, reserved for issuance or outstanding; (ii) all outstanding shares
of the capital stock of the PAI Entities are duly authorized, validly issued,
fully paid and nonassessable and are not subject to or issued in violation of
any purchase option, call option, right of first refusal, preemptive right,
subscription right or any similar right under any provision of the PAI
Constituent Instruments or any Contract to which any of the PAI Parties is a
party or otherwise bound; (iii) there are no bonds, debentures, notes or
other indebtedness of any of the PAI Entities having the right to vote (or
convertible into, or exchangeable for, securities having the right to vote) on
any matters on which holders of the shares of capital stock of any PAI Entity
may vote (“Voting PAI
Debt”); (iv) there are no options, warrants, rights, convertible or
exchangeable securities, “phantom” stock rights, stock appreciation rights,
stock-based performance units, commitments, Contracts, arrangements or
undertakings of any kind to which any of the PAI Entities is a party or is bound
(A) obligating any of the PAI Entities to issue, deliver or sell, or cause
to be issued, delivered or sold, additional shares of capital stock or other
equity interests in, or any security convertible or exercisable for or
exchangeable into any capital stock of or other equity interest in, any of the
PAI Entities or any Voting PAI Debt, or (B) obligating any of the PAI
Entities to issue, grant, extend or enter into any such option, warrant, call,
right, security, commitment, Contract, arrangement or undertaking, and
(v) as of the date of this Agreement, there are no outstanding contractual
obligations of any of the PAI Entities to repurchase, redeem or otherwise
acquire any shares of capital stock of such entity.

     

    Section
2.2      Organization and
Standing.  Each of the PAI Entities is duly organized, validly
existing and in good standing under the laws of its respective jurisdiction of
organization or formation.  Each of the PAI Entities is duly qualified
to do business in each of the jurisdictions in which the property owned, leased
or operated by it or the nature of the business which it conducts requires
qualification, except where the failure to so qualify would not reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect.  Each of the PAI Entities has all requisite power and
authority to own, lease and operate its tangible assets and properties and to
carry on its business as now being conducted.  Each PAI Entity has
delivered to NCCI true and complete copies of its PAI Constituent
Instruments.


    
      
         


      

      
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    Section 2.3 
     Authority; Execution and
Delivery; Enforceability.  Each of the PAI Parties, if an
entity, has all requisite or other power and authority to execute and deliver
this Agreement and the Transaction Documents to which it is a party and to
consummate the Transactions contemplated hereby and thereby.  The
execution and delivery by the PAI Parties of this Agreement and the consummation
by them of the Transactions have been duly authorized and approved by the boards
of directors or other governing body of each of the PAI Parties (if an entity),
such authorization and approval remains in effect and has not been rescinded or
qualified in any way, and no other proceedings on the part of any such entities
are necessary to authorize this Agreement and the Transactions.  Each
of this Agreement and the Transaction Documents to which any PAI Party is a
party has been duly executed and delivered by such party and constitutes the
valid, binding, and enforceable obligation of each of them, enforceable in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
similar laws of general application now or hereafter in effect affecting the
rights and remedies of creditors and by general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in
equity).

     

    Section 2.4  
    Subsidiaries.  Section 2.4
of the PAI Disclosure Schedule lists, as of the date hereof, all Subsidiaries
and affiliated entities of PAI and indicates as to each the type of entity, its
jurisdiction of organization and its Shareholders or other equity
holders.  Except as set forth in Section 2.4 of the PAI
Disclosure Schedule, PAI does not directly or indirectly own any other equity or
similar interest in or any interest convertible or exchangeable or exercisable
for, any equity or similar interest in, any corporation, partnership, joint
venture or other business association or entity.  Except as set forth
in Section 2.4 of the PAI Disclosure Schedule, PAI is the direct or
indirect owner of all outstanding shares of capital stock of its Subsidiaries,
and all such shares are duly authorized, validly issued, fully paid and
nonassessable and are owned by PAI free and clear of all
Liens.  Except as set forth in Section 2.4 of the PAI Disclosure
Schedule, there are no outstanding subscriptions, options, warrants, puts,
calls, rights, exchangeable or convertible securities or other commitments or
agreements of any character relating to the issued or unissued capital stock or
other securities of any Subsidiaries PAI or otherwise obligating any
Subsidiaries of PAI to issue, transfer, sell, purchase, redeem or otherwise
acquire any such securities.

     

    Section
2.5       No
Conflicts.  Except as set forth in Section 2.5 of the PAI
Disclosure Schedule, the execution and delivery of this Agreement or any of the
Transaction Documents contemplated hereby by each of the PAI Parties and the
consummation of the Transactions and compliance with the terms hereof and
thereof will not, (a) conflict with, or result in any violation of or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation or to
loss of a material benefit under, or result in the creation of any Lien upon any
of the assets and properties of any PAI Entity under any provision
of:  (i) any PAI Constituent Instrument; (ii) any PAI
Material Contract (as defined in Section 2.18 herein) to which any PAI
Entity is a party or to or by which it (or any of its assets and properties) is
subject or bound; or (iii) conflict with any Material Permit of a PAI
Entity; (b) subject to the filings and other matters referred to in
Section 2.6, any material Judgment applicable to any PAI Entity, or its
properties or assets, (c) terminate or modify, or give any third party the
right to terminate or modify, the provisions or terms of any Contract to which
any PAI Entity is a party; or (d) cause any of the assets owned by any PAI
Entity to be reassessed or revalued by any Governmental
Authority.


    
      
         


      

      
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    Section
2.6       Consents and
Approvals.  Except as set forth in Section 2.6 of the PAI
Disclosure Schedule, no consent, approval, license, permit, order or
authorization of, or registration, declaration or filing with any Governmental
Authority (“Consent”) is required
to be obtained or made by or with respect to any PAI Party, in connection with
the execution, delivery and performance of this Agreement or the consummation of
the Transactions, except for (a) such Consents as may be required under
applicable state securities laws and the securities laws of any foreign country;
and (b) such other Consents which, if not obtained or made, would not have
a Material Adverse Effect on the PAI Entities and would not prevent or
materially alter or delay any of the Transactions.

     

    Section 2.7
      Financial
Statements.

     

    PAI has
furnished to NCCI its (i) reviewed consolidated balance sheets for the fiscal
years ended December 31, 2006, 2007 and 2008, and the related
consolidated statements of income and statements of cash flows of PAI for the
periods then ended; and (ii) unaudited consolidated balance sheets for the three
months ended August 31, 2009,
and the related consolidated statements of income and statements of cash
flows of PAI for the period then ended ((i)-(ii), collectively, the “PAI Financial
Statements”).  The PAI Financial Statements, including the
notes thereto, if any, have been prepared in accordance with
U.S.  GAAP applied on a consistent basis throughout the periods
involved (except as may be otherwise specified in the notes
thereto).  The PAI Financial Statements fairly present in all material
respects the financial condition and operating results, change in Shareholders’
equity and cash flow of the PAI Entities, as of the dates, and for the periods,
indicated therein.

     

    Section 2.8 
     Absence of Certain Changes
or Events.  Except as disclosed in the PAI Financial
Statements, the PAI 2008 Financial Statements or in Section 2.8 of the PAI
Disclosure Schedule, from August 31, 2009 to the date of this Agreement, there
has not been:

     

    (a)      any
event, situation or effect (whether or not covered by insurance) that has
resulted in, or to the PAI Entities’ Knowledge, is reasonably likely to result
in, a Material Adverse Effect on the PAI Entities;

     

    (b)      any
damage, destruction or loss to, or any material interruption in the use of, any
of the assets of any of the PAI Entities (whether or not covered by insurance)
that has had or could reasonably be expected to have a Material Adverse Effect
on the PAI Entities;

     

    (c)      any
material change to a Material Contract by which any of the PAI Entities or any
of its respective assets is bound or subject;

     

    (d)      any
mortgage, pledge, transfer of a security interest in, or Lien, created by any of
the PAI Entities, with respect to any of its material properties or
assets;


    
      
         


      

      
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    (e)      any
loans or guarantees made by any of the PAI Entities to or for the benefit of its
officers or directors, or any members of their immediate families, or any
material loans or guarantees made by the PAI Entities to or for the benefit of
any of its employees or any members of their immediate families, in each case,
other than travel advances and other advances made in the ordinary course of its
business;

     

    (f)      any
change of the identity of its auditors or material alteration of any PAI
Entities’ method of accounting or accounting practice;

     

    (g)      any
declaration, accrual, set aside or payment of dividend or any other distribution
of cash or other property in respect of any shares of capital stock of any PAI
Entities or any purchase, redemption or agreements to purchase or redeem by any
PAI Entities of any shares of capital stock or other securities;

     

    (h)      any
sale, issuance or grant, or authorization of the issuance of equity securities
of any PAI Entities, except pursuant to existing stock option plans of PAI
Entities;

     

    (i)      any
amendment to any PAI Constituent Instruments, any merger, consolidation, share
exchange, business combination, recapitalization, reclassification of shares,
stock split, reverse stock split or similar transaction involving any PAI
Entities;

     

    (j)      any
creation of any Subsidiary of any of the PAI Entities or acquisition by any of
the PAI Entities of any equity interest or other interest in any other
Person;

     

    (k)      any
material Tax election by any PAI Entities;

     

    (l)      any
commencement or settlement of any material Actions (as defined below) by any of
the PAI Entities; or

     

    (m)     any
negotiations, arrangement or commitment by any of the PAI Entities to take any
of the actions described in this Section 2.8.

     

    Section
2.9       No Undisclosed
Liabilities.  Except as set forth in Section 2.9 of the
PAI Disclosure Schedule, the PAI Entities have no material obligations or
liabilities of any nature (matured or unmatured, fixed or contingent, including
any obligations to issue capital stock or other securities of PAI Entities) due
after the date hereof, other than (a) those set forth or adequately
provided for in the most recent Balance Sheet included in the PAI Financial
Statements (the “PAI
Balance Sheet”), (b) those not required to be set forth in the PAI
Balance Sheet under U.S. GAAP, and (c) those incurred since the date of the
PAI Balance Sheet in the ordinary course of business and not reasonably likely
to result in a Material Adverse Effect on PAI Entities.


    
      
         


      

      
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    Section
2.10     Litigation.  As
of the date of this Agreement, there is no private or governmental action, suit,
inquiry, notice of violation, claim, arbitration, audit, proceeding (including
any partial proceeding such as a deposition) or investigation (“Action”) pending or
threatened in writing against any of the PAI Entities, any of their respective
executive officers or directors (in their capacities as such) or any of their
respective properties before or by any Governmental Authority which
(a) adversely affects or challenges the legality, validity or
enforceability of this Agreement or (b) could, if there were an unfavorable
decision, individually or in the aggregate, have or would reasonably be expected
to result in a Material Adverse Effect on the PAI Entities.  As of the
date of this Agreement, there is no Judgment imposed upon any of the PAI
Entities or any of their respective properties, that would prevent, enjoin,
alter or materially delay any of the Transactions contemplated by this
Agreement, or that would reasonably be expected to have a Material Adverse
Effect on the PAI Entities.  Neither the PAI Entities, nor any
director or executive officer thereof (in his or her capacity as such), is or
has been the subject of any Action involving a material claim or material
violation of or material liability under the securities laws of any Governmental
Authority or a material claim of breach of fiduciary duty.

     

    Section
2.11     Licenses, Permits,
Etc.  Each of the PAI Entities possesses or will possess prior
to the Closing all Material Permits.  Such Material Permits are
described or set forth on Section 2.11 of the PAI Disclosure
Schedule.  True, complete and correct copies of the Material Permits
issued to the PAI Entities have previously been delivered to NCCI.  As
of the date of this Agreement, all such Material Permits are in full force and
effect.

     

    Section
2.12     Title to
Properties.

     

    (a)      Real
Property.  Section 2.12(a) of the PAI Disclosure Schedule
contains an accurate and complete list and description of (i) all real
properties owned or leased by any PAI Entity (collectively, the “PAI Real Property”),
and (ii) any lease under which any such Real Property is possessed (the
“PAI Real Estate
Leases”).  None of the PAI Entities is in default under any of
the Real Estate Leases, and, as of the date of this Agreement, the Chief
Executive Officer and the Chief Financial Officer of the PAI Entities, or the
persons performing similar functions for the PAI Entities, are not aware of any
default by any of the lessors thereunder, except any such default that,
individually or in the aggregate, have not had and would not reasonably be
expected to have a Material Adverse Effect on the PAI Entities.

     

    (b)      Tangible Personal
Property.  Except as would not reasonably be expected to have a
Material Adverse Effect on the PAI Entities, the PAI Entities are in possession
of and have good title to, or have valid leasehold interests in or valid
contractual rights to use all tangible personal property as reflected in the PAI
Financial Statements, and tangible personal property acquired (and not otherwise
disposed of in the ordinary course of business with a value not exceeding
$10,000) since March 31, 2009 (collectively, the
“PAI Tangible Personal
Property”).  All PAI Tangible Personal Property is free and
clear of all Liens, and is in good order and condition, ordinary wear and tear
excepted, and its use complies in all material respects with all applicable
Laws.

     

    (c)      Accounts Receivable and
Inventory.  The accounts receivable and inventory of the PAI
Entities reflected in the PAI Balance Sheet included in the PAI Financial
Statements have been presented in accordance with U.S. GAAP applied in a manner
consistent with the accounting principles applied in the preparation of the PAI
Financial Statements.


    
      
         


      

      
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    Section
2.13     Intellectual
Property.  Section 2.13 of the PAI Disclosure Schedule
sets forth a description of any patents, trademarks, domain names, copyrights,
and any applications therefor which are material to the conduct of the business
of the PAI Entities taken as a whole.  The PAI Entities own, or are
validly licensed or otherwise have the right to use, all patents trademarks,
domain names and copyrights listed on Section 2.13 of the PAI Disclosure
Schedules and all trade names, service marks, computer software and trade
secrets material to the conduct of their business (taken as a whole) as
currently conducted (“PAI Intellectual Property
Rights”), except for failures to own, license or have rights to such PAI
Intellectual Property Rights as would not reasonably be expected to have a
Material Adverse Effect on the PAI Entities.  Except as set forth in
Section 2.13 of the PAI Disclosure Schedule and except as would not,
individually or in the aggregate, have or reasonably be expected to have a
Material Adverse Effect on the PAI Entities, (i) no claims are pending or,
to the Knowledge of PAI Entities, threatened that any of the PAI Entities is
infringing or otherwise adversely affecting the rights of any Person with regard
to any PAI Intellectual Property Right; and (ii) to the Knowledge of PAI
Entities, no Person is infringing the rights of PAI Entities with respect to any
PAI Intellectual Property Right.

     

    Section
2.14     Taxes.

     

    (a)      The
PAI Entities have timely filed, or have caused to be timely filed on their
behalf, all Tax Returns that are or were required to be filed by or with respect
to any of them, either separately or as a member of group of corporations,
pursuant to applicable Legal Requirements.  All Tax Returns filed by
(or that include on a consolidated basis) any of the PAI Entities were (and, as
to a Tax Return not filed as of the date hereof, will be) in all respects true,
complete and accurate, except to the extent any failure to file or any
inaccuracies in any filed Tax returns, individually or in the aggregate, have
not and would not reasonably be expected to have a Material Adverse Effect on
the PAI Entities.  There are no unpaid Taxes claimed to be due by any
Governmental Authority in charge of taxation of any jurisdiction, nor any claim
for additional Taxes for any period for which Tax Returns have been filed,
except to the extent any failure to file or any inaccuracies in any filed Tax
returns, individually or in the aggregate, have not and would not reasonably be
expected to have a Material Adverse Effect on the PAI Entities.

     

    (b)      Section 2.14(b)
of the PAI Disclosure Schedule lists all the relevant Governmental Authorities
in charge of taxation in which Tax Returns are filed with respect to the PAI
Entities, and indicates those Tax Returns that have been audited or that are
currently the subject of an audit since January 1, 2004.  None of the
PAI Entities has received any notice that any Governmental Authority will audit
or examine (except for any general audits or examinations routinely performed by
such Governmental Authorities), seek information with respect to, or make
material claims or assessments with respect to any Taxes for any
period.  The PAI Entities have delivered or made available to NCCI
correct and complete copies of all Tax Returns, examination reports, and
statements of deficiencies filed by, assessed against or agreed to by any of the
PAI Entities, for and during fiscal years 2004 through 2008.

     

    (c)      The
PAI Financial Statements reflect an adequate reserve for all Taxes payable by
PAI Entities (in addition to any reserve for deferred Taxes to reflect timing
differences between book and Tax items) for all taxable periods and portions
thereof through the date of such financial statements.  None of the
PAI Entities is either a party to or bound by any Tax indemnity, Tax sharing or
similar agreement and the PAI Entities currently have no material liability and
will not have any material liabilities for any Taxes of any other Person under
any agreement or by the operation of any Law.  No deficiency with
respect to any Taxes has been proposed, asserted or assessed against any of the
PAI Entities, and no requests for waivers of the time to assess any such Taxes
are pending, except to the extent any such deficiency or request for waiver,
individually or in the aggregate, has not had and would not reasonably be
expected to have a Material Adverse Effect on the PAI Entities.


    
      
         


      

      
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    (d)      None
of the PAI Entities has requested any extension of time within which to file any
Tax Return, which Tax Return has not since been filed.  None of the
PAI Entities has executed any outstanding waivers or comparable consents
regarding the application of the statute of limitations with respect to any
Taxes or Tax Returns.  No power of attorney currently in force has
been granted by any of the PAI Entities concerning any Taxes or Tax
Return.

     

    Section
2.15     Employment
Matters.

     

    (a)      Benefit
Plan.  Except as set forth in Section 2.15(a) of the PAI
Disclosure Schedule, none of the PAI Entities has or maintains any material
bonus, pension, profit sharing, deferred compensation, incentive compensation,
stock ownership, stock purchase, stock option, phantom stock, retirement,
vacation, severance, disability, death benefit, hospitalization, medical or
other plan, arrangement or understanding (whether or not legally binding)
providing material benefits to any current or former employee, officer or
director of any of the PAI Entities (collectively, “PAI Benefit
Plans”).  Except as set forth in Section 2.15(a) of the
PAI Disclosure Schedule, neither the execution and delivery of this Agreement
nor the consummation of the Transactions will result in, cause the accelerated
vesting or delivery of, or increase the amount or value of, any payment or
benefit to any employee of any of the PAI Entities.  Except as set
forth in Section 2.15(a) of the PAI Disclosure Schedule, as of the date of
this Agreement, there are no severance or termination agreements or arrangements
currently in effect between any of the PAI Entities and any of its current or
former employees, officers or directors, nor do any of the PAI Entities have any
general severance plan or policy currently in effect for any of its employees,
officers or directors.  Since December 31, 2008, there has not been
any adoption or amendment in any material respect by any of the PAI Entities of
any PAI Benefit Plan.

     

    (b)      Labor
Matters.  Except as disclosed in Section 2.15(b) of the
PAI Disclosure Schedule, (a) there are no collective bargaining or other
labor union agreements to which any of the PAI Entities is a Party or by which
it is bound; (b) no material labor dispute exists or, to the Knowledge of
PAI Entities, is imminent with respect to any of the employees of any of the PAI
Entities; (c) to the Knowledge of the PAI Entities, none of the PAI
Entities is the subject of any Actions asserting that any of the PAI Entities
has committed an unfair labor practice or seeking to compel it to bargain with
any labor organization as to wages or conditions of employment; (d) there
is no strike, work stoppage or other labor dispute involving any of the PAI
Entities pending or, to PAI Entities’ Knowledge, threatened; (e) no
complaint, charge or Actions by or before any Governmental Authority brought by
or on behalf of any employee, prospective employee, former employee, retiree,
labor organization or other representative of its employees is pending or, to
the PAI Entities’ Knowledge, threatened against any of the PAI Entities;
(e) no material grievance is pending or, to the PAI Entities’ Knowledge,
threatened against any of the PAI Entities; and (f) none of the PAI
Entities is a party to, or otherwise bound by, any consent decree with, or to
the Knowledge of the PAI Entities, citation by, any Governmental Authorities
relating to employees or employment practices.


    
      
         


      

      
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    Section
2.16     Transactions With Affiliates
and Employees.  Except as disclosed in Section 2.16 of the
PAI Disclosure Schedule, none of the executive officers or directors of PAI
Entities and none of the PAI Shareholders is presently a party, directly or
indirectly, to any transaction with any of the PAI Entities that is required to
be disclosed under Rule 404(a) of Regulation S-K (other than for
services as employees, officers and directors), including any Contract providing
for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any
executive officer, director or, to the Knowledge of PAI Entities, any entity in
which any executive officer or director has a substantial interest or is an
officer, director, trustee or partner.

     

    Section
2.17     Insurance.  Section 2.17
of the PAI Disclosure Schedule lists all true and correct copies of all material
contracts of insurance, as amended and supplemented to which any of the PAI
Entities is a party.  All such insurance policies are in full force
and effect, all premiums due thereon have been paid or provided for and the PAI
Entities have complied with the material provisions of such
policies.  The PAI Entities have not been advised of any defense to
coverage in connection with any claim to coverage asserted or noticed by the PAI
Entities under or in connection with any of their extant insurance
policies.  Except as set forth in Section 2.17 of the PAI
Disclosure Schedule, the PAI Entities are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses in which PAI Entities are engaged
and in the geographic areas where any of which engages in such businesses,
except as would not reasonably be expected to have a Material Adverse Effect on
the PAI Entities.

     

    Section
2.18     Material
Contracts.

     

    (a)      PAI
has made available to NCCI, prior to the date of this Agreement, true, correct
and complete copies of each of the following written Contracts, as amended and
supplemented to which any of the PAI Entities is a
party:  (i) agreements that would be considered a material
contract pursuant to Item 601(b)(10) of Regulation S-K; (ii) loan
agreements or indentures relating to any indebtedness of the PAI Parties; and
(iii) agreements pursuant to which any of the PAI Entities receives or pays
amounts in excess of $10,000 (each, a “PAI Material
Contract”).  A list of each such PAI Material Contract is set
forth on Section 2.18 of the PAI Disclosure Schedule.  Except as
set forth on Section 2.18 of the PAI Disclosure Schedule, as of the date of
this Agreement, none of the PAI Entities is in violation of or in default under
(nor does there exist any condition which upon the passage of time or the giving
of notice would cause such a violation of or default under) any Contract to
which it is a party or by which it or any of its properties or assets is bound,
except for violations or defaults that would not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect on the
PAI Entities; and, to the Knowledge of the PAI Entities, except as set forth on
Section 2.18 of the PAI Disclosure Schedule, as of the date of this
Agreement, no other Person has violated or breached, or committed any default
under, any Material Contract, except for violations, breaches and defaults that,
individually or in the aggregate, have not had and would not reasonably be
expected to have a Material Adverse Effect on the PAI Entities.


    
      
         


      

      
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    (b)      Each
PAI Material Contract is a legal, valid and binding agreement, and is in full
force and effect, and (i) none of the PAI Entities is in breach or default
of any PAI Material Contract to which it is a party in any material respect;
(ii) no event has occurred or circumstance has existed that (with or
without notice or lapse of time), will or would reasonably be expected to,
(A) contravene, conflict with or result in a violation or breach of, or
become a default or event of default under, any provision of any PAI Material
Contract; (B) permit PAI Entities or any other Person the right to declare
a default or exercise any remedy under, or to accelerate the maturity or
performance of, or to cancel, terminate or modify any PAI Material Contract; or
(iii) none of the PAI Entities has received notice of the pending or
threatened cancellation, revocation or termination of any PAI Material Contract
to which it is a party.  Since December 31, 2008, none of the PAI
Entities has received any notice or other communication regarding any actual or
possible violation or breach of, or default under, any PAI Material Contract,
except in each such case for defaults, acceleration rights, termination rights
and other rights that have not had and would not reasonably be expected to have
a Material Adverse Effect on the PAI Entities.

     

    Section
2.19     Compliance with Applicable
Laws.  The PAI Entities are in compliance with all applicable
Laws, including those relating to occupational health and safety and the
environment to which they are subject, except for instances of noncompliance
that, individually and in the aggregate, have not had and would not reasonably
be expected to have a Material Adverse Effect on the PAI
Entities.  Except as set forth in Section 2.19 of the PAI
Disclosure Schedule, none of the PAI Entities has received any written
communication during the past two years from a Governmental Authority alleging
that any of the PAI Entities is not in compliance in any material respect with
any applicable Law.

     

    Section
2.20     Foreign Corrupt
Practices.  Neither the PAI Entities, nor PAI Shareholders, nor
to the Knowledge of the PAI Entities, any of their respective Representatives,
has, in the course of its actions for, or on behalf of, the PAI Entities,
directly or indirectly, (a) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to
political activity; (b) made any direct or indirect unlawful payment to any
Governmental Authority or any foreign or domestic government official or
employee from corporate funds; (c) violated or is in violation of any
provision of the U.S.  Foreign Corrupt Practices Act of 1977, as
amended, and the rules and regulations thereunder (the “FCPA”); or
(d) made any unlawful bribe, rebate, payoff, influence payment, kickback or
other unlawful payment in connection with the operations of PAI Entities to any
foreign or domestic government official or employee, except, in the case of
clauses (a) and (b) above, any such items that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Material
Adverse Effect on the PAI Entities.

     

    Section
2.21     Money Laundering
Laws.  None of the PAI Entities has violated any money
laundering statute or any rules and regulations relating to money laundering
statutes (collectively, the “Money Laundering
Laws”) and no proceeding involving any PAI Entities with respect to the
Money Laundering Laws is pending or, to the Knowledge of the PAI Entities, is
threatened.

     

    Section
2.22     Brokers; Schedule of Fees
and Expenses.  Except as set forth in Section 2.22 of the
PAI Disclosure Schedule, no broker, investment banker, financial advisor or
other Person is entitled to any broker’s, finder’s, financial advisor’s or other
similar fee or commission in connection with this Agreement or the Transactions
based upon arrangements made by or on behalf of PAI Entities.


    
      
         


      

      
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    Section
2.23     OFAC.  None
of the PAI Entities, any director or officer of the PAI Entities, or, to the
Knowledge of the PAI Entities, any agent, employee, affiliate or Person acting
on behalf of the PAI Entities is currently identified on the specially
designated nationals or other blocked person list or otherwise currently subject
to any U.S. sanctions administered by the Office of Foreign Assets Control of
the U.S.  Treasury Department (“OFAC”); and the PAI
Entities have not, directly or indirectly, used any funds, or loaned,
contributed or otherwise made available such funds to any Subsidiary, joint
venture partner or other Person, in connection with any sales or operations in
Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for
the purpose of financing the activities of any Person currently subject to, or
otherwise in violation of, any U.S. sanctions administered by OFAC.

     

    Section
2.24     Environmental
Matters.  Each of the PAI Entities is in substantial compliance
with, and has not been and is not in material violation of or subject to any
material liability under, any Environmental Law and no proceeding involving any
PAI Entities with respect to any Environmental Law is pending or, to the
Knowledge of the officers of the PAI Entities, is threatened.

     

    Section
2.25     Purchase for
Investment.

     

    (a)      The
PAI Shareholder is acquiring the NCCI Securities for investment for such
Shareholder's own account and not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof, and the PAI Shareholder has no
present intention of selling, granting any participation in, or otherwise
distributing the same.

     

    (b)      The
PAI Shareholder understands that the NCCI Securities are not registered under
the Securities Act on the ground that the sale and the issuance of securities
hereunder is exempt from registration under the Act pursuant to Section 4(a)
thereof, and that the Company's reliance on such exemption is predicated on the
representations set forth herein.

     

    Section
2.26     Investment
Experience.  The PAI Shareholder acknowledges that he or it can
bear the economic risk of his or its investment, and has such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of the investment in the NCCI Securities. The PAI
Shareholder acknowledges that neither the Securities and Exchange Commission
(“SEC”), nor
the securities regulatory body of any state or other jurisdiction has received,
considered or passed upon the accuracy or adequacy of the information and
representations made in this Agreement or any of the information provided to the
PAI Shareholder as described in Section 2.27 below.

     

    Section
2.27     Information.  The
PAI Shareholder has carefully reviewed such information as the PAI Shareholder
deemed necessary to evaluate an investment in the NCCI Securities.  To
the full satisfaction of the PAI Shareholder, he has been furnished all
materials that he or it has requested relating to the Company and the issuance
of the NCCI Securities hereunder, and the PAI Shareholder has been afforded the
opportunity to ask questions of representatives of NCCI to obtain any
information necessary to verify the accuracy of any representations or
information made or given to the PAI Shareholder.


    
      
         


      

      
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    Section
2.28     Restricted
Securities.  Each certificate representing NCCI Securities
issued to the PAI Shareholders shall be endorsed with the following legends, in
addition to any other legend required placed thereon by applicable federal or
state securities laws:

     

    “THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS ( AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”))
AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON SECTION 4(2) OF THE
SECURITIES ACT.”

     

    “TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTION MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

     

    The PAI
Shareholder understands that the NCCI Securities may not be sold, transferred,
or otherwise disposed of without registration under the Act or an exemption
there from, and that in the absence of an effective registration statement
covering the NCCI Securities or any available exemption from registration under
the Act, the NCCI Securities must be held indefinitely.  The PAI
Shareholder is aware that the NCCI Securities may not be sold pursuant to Rule
144 promulgated under the Act unless all of the conditions of that Rule are
met.

     

    ARTICLE
III

     

    Representations
and Warranties of NCCI

     

    Except as
set forth in the Disclosure Schedule of NCCI (the “NCCI Disclosure
Schedule”), NCCI represents and warrants to the PAI Parties as
follows:

     

    Section 3.1 
     Capital
Structure.

     

    (a)      Section 3.1(a)
of the NCCI Disclosure Schedule sets forth, as of the date hereof, the share
capitalization of NCCI and all the outstanding options, warrants or rights to
acquire any share capital of NCCI.  Other than those set forth on
Section 3.1(a) of the NCCI Disclosure Schedule:  there are no
options, warrants or other rights outstanding which give any Person the right to
acquire any share capital of NCCI or to subscribe to any increase of any share
capital of NCCI.

     

    (b)      Except
as set forth in Section 3.1(b) of the NCCI Disclosure
Schedule:  (i) no shares of capital stock or other voting
securities of NCCI were issued, reserved for issuance or outstanding and there
have not been any issuances of capital securities or options, warrants or rights
to acquire the capital securities of NCCI; (ii) all outstanding shares of
the capital stock of NCCI are, and all such shares that may be issued prior to
the date hereof will be when issued, duly authorized, validly issued, fully paid
and nonassessable and not subject to or issued in violation of any purchase
option, call option, right of first refusal, preemptive right, subscription
right or any similar right under any provision of the DGCL, the NCCI Constituent
Instruments (as defined below) or any Contract to which NCCI is a party or
otherwise bound; and (iii) there are no outstanding contractual obligations
of NCCI to repurchase, redeem or otherwise acquire any shares of capital stock
of NCCI.


    
      
         


      

      
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    (c)      Except
as set forth in Section 3.1(c) of the NCCI Disclosure Schedule, as of the
date of this Agreement:  (i) there are no bonds, debentures,
notes or other indebtedness of NCCI having the right to vote (or convertible
into, or exchangeable for, securities having the right to vote) on any matters
on which holders of Common Stock may vote (“Voting NCCI Debt”);
and (ii) there are no options, warrants, rights, convertible or
exchangeable securities, “phantom” stock rights, stock appreciation rights,
stock-based performance units, commitments, Contracts, arrangements or
undertakings of any kind to which NCCI is a Party or by which it is bound
(A) obligating NCCI to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock or other equity interests
in, or any security convertible or exercisable for or exchangeable into any
capital stock of or other equity interest in, NCCI or any Voting NCCI Debt, or
(B) obligating NCCI to issue, grant, extend or enter into any such option,
warrant, call, right, security, commitment, Contract, arrangement or
undertaking.

     

    (d)      Except
as set forth in Section 3.1(d) of the NCCI Disclosure Schedule, NCCI is not
a party to any agreement granting any security holder of NCCI the right to cause
NCCI to register shares of the capital stock or other securities of NCCI held by
such security holder under the Securities Act.

     

    Section
3.2       Organization and
Standing.  NCCI is duly organized, validly existing and in good
standing under the laws of the State of Delaware.  NCCI is duly
qualified to do business in each of the jurisdictions in which the property
owned, leased or operated by NCCI or the nature of the business which it
conducts requires qualification, except where the failure to so qualify would
not reasonably be expected to have a Material Adverse Effect on
NCCI.  NCCI has the requisite power and authority to own, lease and
operate its tangible assets and properties and to carry on its business as now
being conducted and, subject to necessary approvals of the relevant Government
Authorities, as presently contemplated to be conducted.  NCCI has
delivered to PAI true and complete copies of the certificate of incorporation of
NCCI, as amended to the date of this Agreement and the bylaws of NCCI, as
amended to the date of this Agreement (the “NCCI Constituent
Instruments”).

     

    Section 3.3  
    Authority; Execution and
Delivery; Enforceability.  NCCI has all requisite corporate
power and authority to execute and deliver this Agreement and the Transaction
Documents to which it is a Party and to consummate the
Transactions.  The execution and delivery by NCCI of this Agreement
and the consummation by NCCI of the Transactions have been duly authorized and
approved by the NCCI Board and no other corporate proceedings on the part of
NCCI are necessary to authorize this Agreement and the
Transactions.  All action, corporate and otherwise, necessary to be
taken by NCCI to authorize the execution, delivery and performance of this
Agreement, the Transaction Documents and all other agreements and instruments
delivered by NCCI in connection with the Transactions have been duly and validly
taken.  Each of this Agreement and the Transaction Documents to which
NCCI is a Party has been duly executed and delivered by NCCI and constitutes the
valid, binding, and enforceable obligation of NCCI, enforceable in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
similar laws of general application now or hereafter in effect affecting the
rights and remedies of creditors and by general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in
equity).


    
      
         


      

      
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    Section
3.4       Subsidiaries.  Section 3.4
of the NCCI Disclosure Schedule lists, as of the date hereof, all Subsidiaries
and affiliated entities of NCCI and indicates as to each the type of entity, its
jurisdiction of organization and its Shareholders or other equity
holders.  Except as set forth in Section 3.4 of the NCCI
Disclosure Schedule, NCCI does not directly or indirectly own any other equity
or similar interest in or any interest convertible or exchangeable or
exercisable for, any equity or similar interest in, any corporation,
partnership, joint venture or other business association or
entity.  Except as set forth in Section 3.4 of the NCCI
Disclosure Schedule, NCCI is the direct or indirect owner of all outstanding
shares of capital stock of its Subsidiaries, and all such shares are duly
authorized, validly issued, fully paid and nonassessable and are owned by NCCI
free and clear of all Liens.  Except as set forth in Section 3.4
of the NCCI Disclosure Schedule, there are no outstanding subscriptions,
options, warrants, puts, calls, rights, exchangeable or convertible securities
or other commitments or agreements of any character relating to the issued or
unissued capital stock or other securities of any Subsidiaries NCCI or otherwise
obligating any Subsidiaries of NCCI to issue, transfer, sell, purchase, redeem
or otherwise acquire any such securities.

     

    Section
3.5       No
Conflicts.  Except as set forth in Section 3.5 of the NCCI
Disclosure Schedule, the execution and delivery of this Agreement or any of the
Transaction Documents by NCCI and the consummation of the Transactions and
compliance with the terms hereof and thereof will not, (a) conflict with,
or result in any violation of or default (with or without notice or lapse of
time, or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to loss of a material benefit under, or result
in the creation of any Lien (other than a Permitted Lien) upon any of the assets
and properties of NCCI, under, any provision of:  (i) any NCCI
Constituent Instrument; (ii) any NCCI Material Contract (as defined in
Section 3.24 hereof) to which NCCI is a party or to or by which it (or any
of its assets and properties) is subject or bound; or (iii) any Material
Permit; (b) subject to the filings and other matters referred to in
Section 3.6, conflict with any material Judgment or Law applicable to NCCI,
or its properties or assets; (c) result in any suspension, revocation,
impairment, forfeiture or nonrenewal of any Permit applicable to NCCI;
(d) terminate or modify, or give any third party the right to terminate or
modify, the provisions or terms of any Contract to which NCCI is a party; or
(e) cause any of the assets owned by NCCI to be reassessed or revalued by
any Governmental Authority.

     

    Section 3.6 
     Consents and
Approvals.  Except as set forth in Section 3.6 of the NCCI
Disclosure Schedule, no Consent of, or registration, declaration or filing with,
or permit from, any Governmental Authority is required to be obtained or made by
or with respect to NCCI in connection with the execution, delivery and
performance of this Agreement or the consummation of the Transactions, other
than (i) the filing of a Form 8-K with the SEC within four (4)
business days after the execution of this Agreement and of the Closing Date;
(ii) any filings as required under applicable securities laws; and
(iii) the procurement of such other consents, authorizations, filings,
approvals and registrations which, if not obtained or made, would not have a
Material Adverse Effect on NCCI and would not prevent, or materially alter or
delay consummation of any of the Transactions.


    
      
         


      

      
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    Section 3.7  
    SEC
Documents.  NCCI has filed all reports, schedules, forms,
statements and other documents required to be filed by NCCI with the SEC,
pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the “NCCI SEC
Documents”).  As of its respective filing date, each NCCI SEC
Document complied in all material respects with the requirements of the Exchange
Act and the rules and regulations of the SEC promulgated thereunder applicable
to such NCCI SEC Document, and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.  Except to the extent that
information contained in any NCCI SEC Document has been revised or superseded by
a later filed NCCI SEC Document, none of the NCCI SEC Documents contains any
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not
misleading.  The consolidated financial statements of NCCI included in
the NCCI SEC Documents (the “NCCI Financial
Statements”) comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with U.S.  GAAP
(except, in the case of unaudited statements, as permitted by the rules and
regulations of the SEC) applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto) and fairly present
the consolidated financial position of NCCI as of the dates thereof and the
consolidated results of their operations and cash flows as at the respective
dates of and for the periods referred to in such financial statements (subject,
in the case of unaudited financial statements, to normal year-end audit
adjustments and the omission of notes to the extent permitted by
Regulation S-X of the SEC).

     

    Section 3.8 
     Absence of Certain Changes
or Events.  Except as disclosed in Section 3.8 of the NCCI
Disclosure Schedule, from the date of the most recent audited financial
statements and interim financial statements included in the filed NCCI SEC
documents to the date of this Agreement, there has not been:

     

    (a)      any
event, situation or effect (whether or not covered by insurance) that has
resulted in, or to NCCI’s Knowledge, is reasonably likely to result in, a
Material Adverse Effect on NCCI;

     

    (b)      any
damage, destruction or loss to, or any material interruption in the use of, any
of the assets of NCCI (whether or not covered by insurance) that has had or
could reasonably be expected to have a Material Adverse Effect on
NCCI;

     

    (c)      any
material change to a material Contract by which NCCI or any of its assets is
bound or subject;

     

    (d)      any
material change in any compensation arrangement or agreement with any employee,
officer, director or Shareholder;


    
      
         


      

      
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    (e)      any
resignation or termination of employment of the Chief Executive Officer, Chief
Financial Officer or the Secretary of NCCI;

     

    (f)      any
mortgage, pledge, transfer of a security interest in, or Lien, created by NCCI,
with respect to any of its material properties or assets;

     

    (g)      any
loans or guarantees made by NCCI to or for the benefit of its officers or
directors, or any members of their immediate families, or any material loans or
guarantees made by NCCI to or for the benefit of any of its employees or any
members of their immediate families, in each case, other than travel advances
and other advances made in the ordinary course of its business;

     

    (h)      any
declaration, setting aside or payment or other distribution in respect of any of
NCCI’s capital stock, or any direct or indirect redemption, purchase, or other
acquisition of any of such stock by NCCI;

     

    (i)      any
alteration of NCCI’s method of accounting or the identity of its
auditors;

     

    (j)      any
issuance of equity securities to any officer, director or affiliate, except
pursuant to existing NCCI shares option plans; or

     

    (k)      any
negotiations, arrangement or commitment by NCCI to take any of the actions
described in this Section 3.8.

     

    Section 3.9  
    Undisclosed
Liabilities.  Except as set forth in Section 3.9 of the
NCCI Disclosure Schedule, NCCI has no liabilities or obligations of any nature
(whether accrued, absolute, contingent or otherwise) due after the date hereof
other than those (a) set forth or adequately provided for in the most recent
Balance Sheet included in the NCCI Financial Statements (the “NCCI Balance Sheet”),
not required to be set forth on the NCCI Balance Sheet under U.S. GAAP or (b)
incurred since the date of the NCCI Balance Sheet and not reasonably likely to
result in a Material Adverse Effect on NCCI.

     

    Section
3.10      Litigation.  As
of the date hereof, there is no Action which (a) adversely affects or
challenges the legality, validity or enforceability of any of this Agreement or
(b) could, if there were an unfavorable decision, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse Effect
on NCCI.  Neither NCCI, nor any director or officer thereof (in his or
her capacity as such), is or has been the subject of any Action involving a
claim or violation of or liability under federal or state securities laws or a
claim of breach of fiduciary duty.

     

    Section
3.11      Licenses, Permits,
Etc.  Each of the NCCI Entities possesses or will possess prior
to the Closing all Material Permits.  Such Material Permits are
described or set forth on Section 3.11 of the NCCI Disclosure
Schedule.  True, complete and correct copies of the Material Permits
issued to the NCCI Entities have previously been delivered to PAI.  As
of the date of this Agreement, all such Material Permits are in full force and
effect.


    
      
         


      

      
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    Section
3.12      Title to
Properties.

     

    (a)      Real
Property.  Section 3.12(a) of the NCCI Disclosure Schedule
contains an accurate and complete list and description of (i) all real
properties owned or leased by any PAI Entity (collectively, the “NCCI Real Property”),
and (ii) any lease under which any such NCCI Real Property is possessed
(the “NCCI Real Estate
Leases”).  None of the NCCI Entities is in default under any of
the NCCI Real Estate Leases, and, as of the date of this Agreement, the Chief
Executive Officer and the Chief Financial Officer of the NCCI Entities, or the
persons performing similar functions for the NCCI Entities, are not aware of any
default by any of the lessors thereunder, except any such default that,
individually or in the aggregate, have not had and would not reasonably be
expected to have a Material Adverse Effect on the NCCI Entities.

     

    (b)      Tangible Personal
Property.  Except as would not reasonably be expected to have a
Material Adverse Effect on the NCCI Entities, the NCCI Entities are in
possession of and have good title to, or have valid leasehold interests in or
valid contractual rights to use all tangible personal property as reflected in
the NCCI Financial Statements, and tangible personal property acquired (and not
otherwise disposed of in the ordinary course of business with a value not
exceeding $100,000) since March 31, 2009 (collectively, the “NCCI Tangible Personal
Property”).  All NCCI Tangible Personal Property is free and
clear of all Liens, and is in good order and condition, ordinary wear and tear
excepted, and its use complies in all material respects with all applicable
Laws.

     

    Section
3.13     Intellectual
Property.  Section 3.13 of the NCCI Disclosure Schedule
sets forth a description of any patents, trademarks, domain names, copyrights,
and any applications therefor which are material to the conduct of the business
of the NCCI Entities taken as a whole.  The PAI Entities own, or are
validly licensed or otherwise have the right to use, all patents trademarks,
domain names and copyrights listed on Section 3.13 of the NCCI Disclosure
Schedules and all trade names, service marks, computer software and trade
secrets material to the conduct of their business (taken as a whole) as
currently conducted (“NCCI Intellectual Property
Rights”), except for failures to own, license or have rights to such
Intellectual Property Rights as would not reasonably be expected to have a
Material Adverse Effect on the PAI Entities.  Except as set forth in
Section 3.13 of the NCCI Disclosure Schedule and except as would not,
individually or in the aggregate, have or reasonably be expected to have a
Material Adverse Effect on the NCCI Entities, (i) no claims are pending or,
to the Knowledge of NCCI, threatened that any of the PAI Entities is infringing
or otherwise adversely affecting the rights of any Person with regard to any
NCCI Intellectual Property Right; and (ii) to the Knowledge of NCCI, no
Person is infringing the rights of NCCI Entities with respect to any NCCI
Intellectual Property Right.

     

    Section
3.14     Accounts Receivable and
Inventory.  The accounts receivable and inventory of the NCCI
Entities  reflected in the NCCI Balance Sheet included in the NCCI
Financial Statements has been or will be (as applicable) presented in accordance
with U.S. GAAP applied in a manner consistent with the accounting principles
applied in the preparation of the NCCI Financial Statements.


    
      
         


      

      
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    Section
3.15     Employment
Matters.

     

    (a)      Benefit
Plan.  Except as set forth in Section 2.15(a) of the NCCI
Disclosure Schedule, none of the NCCI Entities has or maintains any material
bonus, pension, profit sharing, deferred compensation, incentive compensation,
stock ownership, stock purchase, stock option, phantom stock, retirement,
vacation, severance, disability, death benefit, hospitalization, medical or
other plan, arrangement or understanding (whether or not legally binding)
providing material benefits to any current or former employee, officer or
director of any of the NCCI Entities (collectively, “NCCI Benefit
Plans”).  Except as set forth in Section 3.15(a) of the
NCCI Disclosure Schedule, neither the execution and delivery of this Agreement
nor the consummation of the Transactions will result in, cause the accelerated
vesting or delivery of, or increase the amount or value of, any payment or
benefit to any employee of any of the NCCI Entities.  Except as set
forth in Section 3.15(a) of the NCCI Disclosure Schedule, as of the date of
this Agreement, there are no severance or termination agreements or arrangements
currently in effect between any of the NCCI Entities and any of its current or
former employees, officers or directors, nor do any of the NCCI Entities have
any general severance plan or policy currently in effect for any of its
employees, officers or directors.  Since December 31, 2007, there has
not been any adoption or amendment in any material respect by any of the NCCI
Entities of any NCCI Benefit Plan.

     

    Section
3.16     Labor
Matters.  Except as disclosed in Section 3.15(b) of the
NCCI Disclosure Schedule, (a) there are no collective bargaining or other
labor union agreements to which any of the NCCI Entities is a Party or by which
it is bound; (b) no material labor dispute exists or, to the Knowledge of
NCCI Entities, is imminent with respect to any of the employees of any of the
NCCI Entities; (c) to the Knowledge of the NCCI Entities, none of the NCCI
Entities is the subject of any Actions asserting that any of the NCCI Entities
has committed an unfair labor practice or seeking to compel it to bargain with
any labor organization as to wages or conditions of employment; (d) there
is no strike, work stoppage or other labor dispute involving any of the NCCI
Entities pending or, to NCCI Entities’ Knowledge, threatened; (e) no
complaint, charge or Actions by or before any Governmental Authority brought by
or on behalf of any employee, prospective employee, former employee, retiree,
labor organization or other representative of its employees is pending or, to
the NCCI Entities’ Knowledge, threatened against any of the NCCI Entities;
(e) no material grievance is pending or, to the NCCI Entities’ Knowledge,
threatened against any of the NCCI Entities; and (f) none of the NCCI
Entities is a party to, or otherwise bound by, any consent decree with, or to
the Knowledge of the NCCI Entities, citation by, any Governmental Authorities
relating to employees or employment practices.

     

    Section
3.17     Insurance.  Section 3.17
of the NCCI Disclosure Schedule lists all true and correct copies of all
material contracts of insurance, as amended and supplemented to which any of the
NCCI Entities is a party.  All such insurance policies are in full
force and effect, all premiums due thereon have been paid or provided for and
the NCCI Entities have complied with the material provisions of such
policies.  The NCCI Entities have not been advised of any defense to
coverage in connection with any claim to coverage asserted or noticed by the
NCCI Entities under or in connection with any of their extant insurance
policies.  Except as set forth in Section 3.17 of the NCCI
Disclosure Schedule, the NCCI Entities are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses in which NCCI Entities are engaged
and in the geographic areas where any of which engages in such businesses,
except as would not reasonably be expected to have a Material Adverse Effect on
the NCCI Entities.


    
      
         


      

      
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    Section
3.18     Compliance with Applicable
Laws.  The NCCI Entities are in compliance with all applicable
Laws, including those relating to occupational health and safety and the
environment, except for instances of noncompliance that, individually and in the
aggregate, have not had and would not reasonably be expected to have a Material
Adverse Effect on NCCI.  Except as set forth in Section 3.18 of
the NCCI Disclosure Schedule, the NCCI Entities have not received any written
communication during the past two (2) years from a Governmental Authority
alleging that any of the NCCI Entities is not in compliance in any material
respect with any applicable Law.

     

    Section
3.19     Foreign Corrupt
Practices.  None of the Entities, nor to the Knowledge of NCCI,
any of their respective Representatives, has, in the course of its actions for,
or on behalf of, the NCCI Entities, directly or indirectly, (a) used any
corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expenses relating to political activity; (b) made any direct or
indirect unlawful payment to any Governmental Authority or any foreign or
domestic government official or employee from corporate funds; (c) violated
or is in violation of any provision of the FCPA; or (d) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment in
connection with the operations of the NCCI Entities to any foreign or domestic
government official or employee, except, in the case of clauses (a) and
(b) above, any such items that, individually or in the aggregate, have not
had and would not reasonably be expected to have a Material Adverse Effect on
the NCCI Entities.

     

    Section
3.20     Certain Registration
Matters.  Except as specified in Section 3.20 of the NCCI
Disclosure Schedule, NCCI has not granted or agreed to grant to any Person any
rights (including “piggy-back”
registration rights) to have any securities of NCCI registered with the SEC or
any other Governmental Authority that have not been satisfied.

     

    Section
3.21     Broker’s and Finders’
Fees.  Except as specified in Section 3.21 of the NCCI
Disclosure Schedule, NCCI has not incurred, nor will it incur, directly or
indirectly, any liability for brokerage or finders’ fees or agents’ commissions
or investment bankers’ fees or any similar charges in connection with this
Agreement or any Transaction.

     

    Section
3.22     Trading:  Registration.  The
NCCI Securities are traded on the OTC Bulletin Board.  There is no
Action pending or, to the Knowledge of NCCI, threatened against NCCI with
respect to the prohibition or termination of the trading of such securities on
the OTC Bulletin Board.  The NCCI Securities are registered pursuant
to Section 12(g) of the Exchange Act and NCCI has taken no action designed
to, or which is likely to have the effect of, terminating the registration of
such securities under the Exchange Act nor has NCCI received any notification
that the SEC is contemplating terminating such registration.


    
      
         


      

      
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    Section
3.23     Transactions With Affiliates
and Employees.  Except as set forth in Section 3.23 of the
NCCI Disclosure Schedule, none of the officers or directors of NCCI and, to the
Knowledge of NCCI, none of the employees of NCCI is presently a party to any
transaction with NCCI that is required to be disclosed under Rule 404(a) of
Regulation S-K (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the Knowledge of NCCI, any entity in which any
officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.

     

    Section
3.24     Material
Contracts.

     

    (a)      NCCI
has made available to PAI, prior to the date of this Agreement, true, correct
and complete copies of each material contract which would be considered a
material contract pursuant to Item 601(b)(10) of Regulation S-K or pursuant
to which NCCI receives or pays amounts in excess of $100,000 (each a “NCCI Material
Contract”).  A list of each such NCCI Material Contract is set
forth on Section 3.24 of the NCCI Disclosure Schedule.  As of the
date of this Agreement, NCCI is not in violation of or in default under (nor
does there exist any condition which upon the passage of time or the giving of
notice would cause such a violation of or default under) any NCCI Material
Contract to which it is a party or by which it or any of its properties or
assets is bound, except for violations or defaults that would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse
Effect on NCCI; and, to the Knowledge of NCCI, as of the date of this Agreement,
no other Person has violated or breached, or committed any default under, any
NCCI Material Contract, except for violations, breaches and defaults that,
individually or in the aggregate, have not had and would not reasonably be
expected to have a Material Adverse Effect on NCCI.

     

    (b)      Each
NCCI Material Contract is a legal, valid and binding agreement, and is in full
force and effect, and (i) NCCI is not in breach or default of any NCCI
Material Contract in any material respect; (ii) no event has occurred or
circumstance has existed that (with or without notice or lapse of time), will or
would reasonably be expected to, (A) contravene, conflict with or result in
a violation or breach of, or become a default or event of default under, any
provision of any NCCI Material Contract; (B) permit NCCI or any other
Person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate or modify any
NCCI Material Contract; or (iii) NCCI has not received notice of the
pending or threatened cancellation, revocation or termination of any NCCI
Material Contract to which it is a party.  Since December 31,
2008, NCCI has not received any notice or other communication regarding any
actual or possible violation or breach of, or default under, any NCCI Material
Contract, except in each such case for defaults, acceleration rights,
termination rights and other rights that have not had and would not reasonably
be expected to have a Material Adverse Effect on NCCI.

     

    Section
3.25     Taxes.

     

    (a)      Except
as set forth on Section 3.25 of the NCCI Disclosure Schedule, NCCI has timely
filed, or has caused to be timely filed on its behalf, all Tax Returns that are
or were required to be filed by it, and all such Tax Returns are true, complete
and accurate, except to the extent any failure to file or any inaccuracies in
any filed Tax Returns, individually or in the aggregate, have not had and would
not reasonably be expected to have a Material Adverse Effect on
NCCI.  There are no unpaid Taxes claimed to be due by any Governmental
Authority in charge of taxation of any jurisdiction, nor any claim for
additional Taxes for any period for which Tax Returns have been filed, except to
the extent that any failure to pay, individually or in the aggregate, has not
had and would not reasonably be expected to have a Material Adverse Effect on
NCCI, and the officers of NCCI know of no basis for any such
claim.


    
      
         


      

      
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    (b)      NCCI
has not received any notice that any Governmental Authority will audit or
examine (except for any general audits or examinations routinely performed by
such Governmental Authorities), seek information with respect to, or make
material claims or assessments with respect to any Taxes for any
period.  NCCI has delivered to China Cayman correct and complete
copies of all Tax Returns, examination reports, and statements of deficiencies
filed by, assessed against or agreed to by NCCI for and during fiscal years 2006
and 2007 (since inception).

     

    (c)      The
NCCI financial statements reflect an adequate reserve for all Taxes payable by
NCCI (in addition to any reserve for deferred Taxes to reflect timing
differences between book and Tax items) for all taxable periods and portions
thereof through the date of such financial statements.  NCCI is
neither a party to nor is it bound by any tax indemnity, tax sharing or similar
agreement and NCCI currently has no material liability and will not have any
material liabilities for any Taxes of any other Person under any agreement or by
the operation of any Law.  No deficiency with respect to any Taxes has
been proposed, asserted or assessed against NCCI, and no requests for waivers of
the time to assess any such Taxes are pending, except to the extent any such
deficiency or request for waiver, individually or in the aggregate, has not had
and would not reasonably be expected to have a Material Adverse Effect on
NCCI.

     

    Section
3.26     Money Laundering
Laws.  The operations of NCCI are and have been conducted at
all times in compliance with Money Laundering Laws and no proceeding involving
NCCI with respect to the Money Laundering Laws is pending or, to the Knowledge
of NCCI, is threatened.

     

    ARTICLE
IV

     

    Conduct
Prior To The Closing

     

    Section 4.1  
    Covenants of PAI
Parties.  During the period from the date of this Agreement and
continuing until the earlier of the termination of this Agreement or the Closing
Date, the PAI Parties agree that each of the PAI Entities shall use commercially
reasonable efforts, or cause such entities to use commercially reasonable
efforts, to (except to the extent expressly contemplated by this Agreement or as
consented to in writing by the other Parties), (i) carry on its business in
the ordinary course in substantially the same manner as heretofore conducted, to
pay debts and Taxes when due (subject to good faith disputes over such debts or
Taxes), to pay or perform other obligations when due, and to use all reasonable
efforts consistent with past practice and policies to preserve intact its
present business organizations, and (ii) use its commercially reasonable
efforts consistent with past practice to keep available the services of its
present officers, directors and employees and use its commercially reasonable
efforts consistent with past practice to preserve its relationships with
customers, suppliers, distributors, licensors, licensees, and others having
business dealings with it, to the end that there shall not be a Material Adverse
Effect in its ongoing businesses as of the Closing Date.  The PAI
Parties agree to promptly notify NCCI of any material event or occurrence not in
the ordinary course of its business that would have or reasonably be expected to
have a Material Adverse Effect on the PAI Entities.  Without limiting
the generality of the forgoing, during the period from the date of this
Agreement and continuing until the earlier of the termination of this Agreement
or the Closing Date, except as listed on Section 4.1 of the PAI Disclosure
Schedule or as otherwise expressly permitted by or provided for in this
Agreement, none of the PAI Parties shall do, allow, cause or permit any of the
following actions to occur with respect to any of the PAI Entities without the
prior written consent of NCCI, which shall not be unreasonably delayed or
withheld:


    
      
         


      

      
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    (a)      Charter
Documents.  Cause or permit any amendments to any of the PAI
Constituent Instruments or any other equivalent organizational documents, except
as contemplated by this Agreement;

     

    (b)      Accounting Policies and
Procedures.  Change any method of accounting or accounting
principles or practices by PAI, except for any such change required by any Legal
Requirement or by a change in any Legal Requirement or U.S. GAAP;

     

    (c)      Dividends; Changes in
Capital Stock.  Declare or pay any dividends on or make any
other distributions (whether in cash, stock or property) in respect of any of
its capital stock, or split, combine or reclassify any of its capital stock or
issue or authorize the issuance of any other securities in respect of, in lieu
of or in substitution for shares of its capital stock, or repurchase or
otherwise acquire, directly or indirectly, any shares of its capital
stock;

     

    (d)      Material
Contracts.  Enter into any new Material Contract, or violate,
amend or otherwise modify or waive any of the terms of any existing Material
Contract, other than (i) in the ordinary course of business consistent with
past practice or (ii) upon prior consultation with, and prior written
consent (which shall not be unreasonably delayed or withheld) of
NCCI;

     

    (e)      Issuance of
Securities.  Issue, deliver or sell or authorize or propose the
issuance, delivery or sale of, or purchase or propose the purchase of, any
shares of its capital stock or securities convertible into, or subscriptions,
rights, warrants or options to acquire, or other agreements or commitments of
any character obligating it to issue any such shares or other convertible
securities;

     

    (f)    
  Intellectual
Property.  Transfer or license to any Person or entity any
Intellectual Property Rights other than the license of non-exclusive rights to
Intellectual Property Rights in the ordinary course of business consistent with
past practice;

     

    (g)      Dispositions.  Sell,
lease, license or otherwise dispose of or encumber any of its properties or
assets which are material, individually or in the aggregate, to its business,
taken as a whole, except in the ordinary course of business consistent with past
practice;

     

    (h)      Liabilities.  Except
in its ordinary course of business, incur any liabilities;

     

    (i)     
 Payment
of Obligations.  Pay, discharge or satisfy in an amount in
excess of $50,000 in any one case, any claim, liability or obligation (absolute,
accrued, asserted or unasserted, contingent or otherwise) arising other than
(i) in the ordinary course of business, and (ii) the payment,
discharge or satisfaction of liabilities reflected or reserved against in the
CTSM Financial Statements, as applicable;


    
      
         


      

      
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    (j)      
Capital
Expenditures.  Make any capital expenditures, capital additions
or capital improvements except in the ordinary course of business and consistent
with past practice that do not exceed $100,000 individually or in the
aggregate;

     

    (k)      Acquisitions.  Acquire
by merging or consolidating with, or by purchasing a substantial portion of the
assets of, or by any other manner, any business or any corporation, partnership,
association or other business organization or division thereof, or otherwise
acquire any assets which are material, individually or in the aggregate, to its
business, taken as a whole, or acquire any equity securities of any corporation,
partnership, association or business organization;

     

    (l)     
 Employment.  Except
as required to comply with Legal Requirements or agreements or pursuant to plans
or arrangements existing on the date hereof, (i) take any action with
respect to, adopt, enter into, terminate or amend any employment, severance,
retirement, retention, incentive or similar agreement, arrangement or benefit
plan for the benefit or welfare of any current or former director, executive
officer or any collective bargaining agreement, (ii) increase in any
material respect the compensation or fringe benefits of, or pay any bonus to,
any director, executive officer, (iii) materially amend or accelerate the
payment, right to payment or vesting of any compensation or benefits,
(iv) pay any material benefit not provided for as of the date of this
Agreement under any benefit plan, or (v) grant any awards under any bonus,
incentive, performance or other compensation plan or arrangement or benefit
plan, including the grant of stock options, stock appreciation rights, stock
based or stock related awards, performance units or restricted stock, or the
removal of existing restrictions in any benefit plans or agreements or awards
made thereunder;

     

    (m)     Facility.  Open
or close any facility or office except in the ordinary course of
business;

     

    (n)      Taxes.  Make
or change any material election in respect of Taxes, adopt or change any
accounting method in respect of Taxes, file any Tax Return or any amendment to a
Tax Return, enter into any closing agreement, settle any claim or assessment in
respect of Taxes, or consent to any extension or waiver of the limitation period
applicable to any claim or assessment in respect of Taxes;

     

    (o)      Litigation.  Initiate,
compromise or settle any material litigation or arbitration proceedings;
and

     

    (p)      Other.  Agree
in writing or otherwise to take any of the actions described in
Sections 4.1(a) through (o) above.

     

    
      
         


      

      
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    Section
4.2       Covenants of
NCCI.  From the date hereof until the earlier of the
termination of this Agreement or the Closing Date, NCCI agrees that NCCI shall
use commercially reasonable efforts, (except to the extent expressly
contemplated by this Agreement or as consented to in writing by the other
Parties), to (i) carry on its business in the ordinary course in
substantially the same manner as heretofore conducted, to pay debts and Taxes
when due or necessary (subject to good faith disputes over such debts or taxes),
to pay or perform other obligations when due, and to use all reasonable efforts
consistent with past practice and policies to preserve intact its present
business organizations and (ii) use its commercially reasonable efforts
consistent with past practice to keep available the services of its present
officers, directors and employees and use its commercially reasonable efforts
consistent with past practice to preserve its relationships with customers,
suppliers, distributors, licensors, licensees, and others having business
dealings with it, to the end that there shall not be a Material Adverse Effect
in its ongoing businesses as of the Closing Date.  NCCI agrees to
promptly notify the PAI Parties of any material event or occurrence not in the
ordinary course of its business and of any event that would have a Material
Adverse Effect on any of the NCCI Parties.  Without limiting the
generality of the forgoing, during the period from the date of this Agreement
and continuing until the earlier of the termination of this Agreement or the
Closing Date, except as listed on Section 4.2 of the NCCI Disclosure
Schedule or as otherwise expressly permitted by or provided for in this
Agreement, the NCCI Parties shall not do, allow, cause or permit any of the
following actions to occur without the prior written consent of the PAI Parties,
which consent shall not be unreasonably delayed or withheld:

     

    (a)      Charter
Documents.  None of the NCCI Parties shall adopt or propose any
change in any of their constituent instruments except for such amendments
required by any Legal Requirement or the rules and regulations of the SEC as are
contemplated by this Agreement (or such other applicable national securities
exchange).

     

    (b)      Accounting Policies and
Procedures.  NCCI shall not change any method of accounting or
accounting principles or practices by NCCI, except for any such change required
by any Legal Requirement or by a change in any Legal Requirement or
U.S.  GAAP;

     

    (c)      SEC
Reports.  NCCI shall not fail to timely file or furnish to or
with the SEC all reports, schedules, forms, statements and other documents
required to be filed or furnished (except those filings by affiliates of NCCI
required under Section 13(d) or 16(a) of the Exchange Act which do not have
a Material Adverse Effect on NCCI);

     

    (d)      Dividends; Changes in
Capital Stock.  NCCI shall not declare or pay any dividends on
or make any other distributions (whether in cash, stock or property) in respect
of any of its capital stock, or split, combine or reclassify any of its capital
stock or issue or authorize the issuance of any other securities in respect of,
in lieu of or in substitution for shares of its capital stock, or repurchase or
otherwise acquire, directly or indirectly, any shares of its capital
stock;

     

    (e)      Other.  Agree
in writing or otherwise to take any of the actions described in
Sections 4.2(a) through (d) above.

     

    
      
         


      

      
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    ARTICLE
V

     

    Covenants
of the PAI Parties

     

    Section
5.1       Access to
Information.  Except as required pursuant to any
confidentiality agreement or similar agreement or arrangement to which any PAI
Party is subject, between the date of this Agreement and the Closing Date,
subject to NCCI’s undertaking to use its commercially reasonable efforts to keep
confidential and protect the Trade Secrets of the PAI Parties against any
disclosure, the PAI Parties will permit NCCI and its Representatives reasonable
access at dates and times agreed upon by the applicable PAI Party and NCCI, to
all of the books and records of the PAI Entities which the NCCI determines are
necessary for the preparation of such filings or submissions in accordance with
SEC rules and regulations as are necessary to consummate the Transactions and as
are necessary to respond to requests of the SEC’s staff, NCCI’s accountants and
relevant Governmental Authorities.  Notwithstanding anything to the
contrary contained herein, the failure to use commercially reasonable efforts to
protect against any disclosure of any Trade Secrets of PAI Parties by any NCCI
Party or their Representatives in violation of this Section, shall constitute a
breach of a covenant in a material respect pursuant to Section 10.1(c)
hereof; provided, however, that the NCCI Parties may make a disclosure otherwise
prohibited by this Section 5.1 if required by applicable law or regulation
or regulatory, administrative or legal process (including, without limitation,
by oral questions, interrogatories, requests for information, subpoena of
documents, civil investigative demand or similar process) or the rules and
regulations of the SEC or any stock exchange having jurisdiction over NCCI
Parties.  In the event that any NCCI Party or any of its
Representatives is requested or required to disclose any Trade Secrets of PAI
Parties as provided in the proviso in the immediately preceding sentence, such
NCCI Party shall provide the PAI Entities with prompt written notice of any such
request or requirement so that the PAI Entities may seek a protective order or
other appropriate remedy.

     

    Section
5.2       Intentionally
deleted.

     

    Section
5.3       Insurance.  Through
the Closing Date, the PAI Entities and each PAI Shareholder shall cause the PAI
Entities to maintain insurance policies providing insurance coverage for the
businesses in which the PAI Entities are engaged and the assets and properties
of the PAI Entities of the kinds, in the amounts and against the risks as are
commercially reasonable for such businesses and risks covered and for the
geographic areas where any of the PAI Entities engages in such
businesses.

     

    Section
5.4       Exclusivity; No Other
Negotiations.

     

    (a)      None
of the PAI Entities or the PAI Shareholder shall take (or authorize or permit
any investment banker, financial advisor, attorney, accountant or other Person
retained by or acting for or on behalf of PAI Entities and/or the PAI
Shareholder to take) directly or indirectly, any action to initiate, assist,
solicit, negotiate, or encourage any offer, inquiry or proposal from any Person
other than NCCI:  (i) relating to the acquisition of any capital
stock or other voting securities of PAI Entities or any assets of PAI Entities
other than sales of assets in the ordinary course of business (including any
acquisition structured as a merger, consolidation, share exchange or other
business combination) (an “Alternative
Acquisition”); (ii) to reach any agreement or understanding (whether
or not such agreement or understanding is absolute, revocable, contingent or
conditional) for, or otherwise attempt to consummate, any Alternative
Acquisition with any of the PAI Entities and/or any PAI Shareholders;
(iii) to participate in discussions or negotiations with or to furnish or
cause to be furnished any information with respect to PAI Entities or afford
access to the assets and properties or books and records of PAI Entities to any
Person (other than as contemplated by Section 5.1) who any of the PAI
Entities (or any such Person acting for or on their behalf) knows or has reason
to believe is in the process of considering any Alternative Acquisition relating
to PAI Entities; (iv) to participate in any discussions or negotiations
regarding, furnish any material non-public 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, or (v) to take any other
action that is inconsistent with the Transactions and that has the effect of
avoiding the Closing contemplated hereby.

     

    
      
         


      

      
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    (b)      The
PAI Entities and/or the PAI Shareholder will promptly (i) notify NCCI if
any of the PAI Entities and/or the PAI Shareholder receives any proposal or
inquiry or request for information in connection with an Alternative
Acquisition, and (ii) notify NCCI of the significant terms and conditions
of any such Alternative Acquisition including the identity of the Party making
an Alternative Acquisition.

     

    Section
5.5        Fulfillment of
Conditions.  The PAI Parties shall use their commercially
reasonable efforts to fulfill the conditions specified in Article VIII to
the extent that the fulfillment of such conditions is within their
control.  The foregoing obligation includes (a) the execution and
delivery of documents necessary or desirable to consummate the Transactions
contemplated hereby, and (b) taking or refraining from such actions as may
be necessary to fulfill such conditions (including using their commercially
reasonable efforts to conduct their business in such manner that on the Closing
Date the representations and warranties of the each of the PAI Entities
contained herein shall be accurate as though then made, except as contemplated
by the terms hereof).

     

    Section
5.6       Disclosure of Certain
Matters.  From the date hereof through the Closing Date, each
of the PAI Entities shall give NCCI prompt written notice of any event or
development that occurs that is of a nature that, individually or in the
aggregate, would have or reasonably be expected to have a Material Adverse
Effect on the PAI Entities.

     

    Section
5.7       Regulatory and Other
Authorizations; Notices and Consents.

     

    (a)      The
PAI Entities shall use their commercially reasonable efforts to obtain all
material Consents that may be or become necessary for their execution and
delivery of, and the performance of their obligations pursuant to, this
Agreement and the Transaction Documents and will cooperate with NCCI in promptly
seeking to obtain all such authorizations, consents, orders and
approvals.

     

    (b)      Each
PAI Entity shall give promptly such notices to third parties and use its or
their commercially reasonable efforts to obtain such third party consents and
estoppel certificates as are required to consummate the
Transactions.

     

    (c)      PAI
shall cooperate and use commercially reasonable efforts to assist NCCI in giving
such notices and obtaining such consents and estoppel certificates as are
required to consummate the Transactions.

     

    Section
5.8       Related
Tax.  From the date hereof through the Closing Date, each of
the PAI Entities, consistent with past practice, shall (i) duly and timely
file all Tax Returns and other documents required to be filed by it with
applicable Governmental Authorities, the failure to file of which could have a
Material Adverse Effect on the PAI Entities, subject to extensions permitted by
law and properly granted by the appropriate authority; provided, that PAI
notifies NCCI that any of the PAI Entities is availing itself of such
extensions, and (ii) pay all Tax shown as due on such Tax
Returns.

     

    
      
         


      

      
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    ARTICLE
VI

     

    Covenants
of NCCI

     

    Section
6.1       Fulfillment of
Conditions.  From the date hereof to the Closing Date, NCCI
shall use its commercially reasonable efforts to fulfill the conditions
specified in Article VIII to the extent that the fulfillment of such
conditions is within its control.  The foregoing obligation includes
(a) the execution and delivery of documents necessary or desirable to
consummate the Transactions, and (b) taking or refraining from such actions as
may be necessary to fulfill such conditions (including using its commercially
reasonable efforts to conduct the business of NCCI in such manner that on the
Closing Date the representations and warranties of NCCI contained herein shall
be accurate as though then made).

     

    Section
6.2       Disclosure of Certain
Matters.  From the date hereof through the Closing Date, NCCI
shall give PAI and the PAI Shareholder prompt written notice of any event or
development that occurs that  is of a nature that, individually or in the
aggregate, would have or reasonably be expected to have a Material Adverse
Effect on NCCI.

     

    Section
6.3       Regulatory and Other
Authorizations; Notices and Consents.  NCCI shall use its
commercially reasonable efforts to obtain all authorizations, consents, orders
and approvals of all Governmental Authorities and officials that may be or
become necessary for its execution and delivery of, and the performance of its
obligations pursuant to, this Agreement and the Transaction Documents to which
it is a party and will cooperate fully with PAI in promptly seeking to obtain
all such authorizations, consents, orders and approvals.

     

    Section
6.4       Valid Issuance of
Shares.  At the Closing, the Transaction Shares and Earn-Out
Warrants to be issued to the PAI Shareholder hereunder will be duly authorized,
validly issued, fully paid and nonassessable and, when issued and delivered in
accordance with the terms hereof for the consideration provided for herein, will
be validly issued and will constitute a valid, binding and enforceable
obligation of NCCI in accordance with their terms and will have been issued in
compliance with all applicable federal and state securities laws.

     

    Section
6.5       Continued
Trading.  For a period of three years from the Closing Date,
NCCI shall file all such documents with the SEC to maintain its status as a
“reporting issuer.”

     

    Section
6.6       PIPE
Financing.  NCCI shall use reasonably commercial efforts to
have the PIPE Financing occur as soon as practicable subject in all cases to the
approval of the terms thereof by NCCI’s board of directors.

     

    
      
         


      

      
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    ARTICLE
VII

     

    Additional
Agreements and Covenants

     

    Section
7.1       Disclosure
Schedules.  Each of Parties shall, as of the Closing Date, have
the obligation to supplement or amend their respective Disclosure Schedules
being delivered concurrently with the execution of this Agreement and annexes
and exhibits hereto with respect to any matter hereafter arising or discovered
which resulted in, or could reasonably be expected to result in a Material
Adverse Effect on such Party.  The obligations of the Parties to amend
or supplement their respective Disclosure Schedules being delivered herewith
shall terminate on the Closing Date.  Notwithstanding any such
amendment or supplementation, the representations and warranties of the Parties
shall be made with reference to the Disclosure Schedules as they exist at the
time of execution of this Agreement.

     

    Section
7.2       Confidentiality.  Between
the date hereof and the Closing Date, each of NCCI, the PAI Parties shall hold
and shall cause their respective Representatives to hold in strict confidence,
unless compelled to disclose by judicial or administrative process or by other
requirements of law or by the rules and regulations of, or pursuant to any
agreement of a stock exchange or trading system, all documents and information
concerning the other Party furnished to it by such other Party or its
Representatives in connection with the Transactions, except to the extent that
such information can be shown to have been (a) previously known by the
Party to which it was furnished, (b) in the public domain through no fault
of such Party, or (c) later lawfully acquired by the Party to which it was
furnished from other sources, which source is not a Representative of the other
Party, and each Party shall not release or disclose such information to any
other Person, except its Representatives in connection with this
Agreement.  Each Party shall be deemed to have satisfied its
obligations to hold confidential information concerning or supplied by the other
Party in connection with the Transactions, if it exercises the same care as it
takes to preserve confidentiality for its own similar
information.  For the avoidance of doubt, any disclosure of
information required to be included by NCCI in its filings with the SEC as
required by the applicable laws will not be violation of this
Section 7.2.

     

    Section
7.3       Public
Announcements.  From the date of this Agreement until the
Closing or termination of this Agreement, NCCI and each of the PAI Entities
shall cooperate in good faith to jointly prepare all press releases and public
announcements pertaining to this Agreement and the Transactions governed by it,
and none of the foregoing shall issue or otherwise make any public announcement
or communication pertaining to this Agreement or the transaction without the
prior consent of NCCI (in the case of PAI Entities) or any PAI Entities (in the
case of NCCI), except as required by Law or by the rules and regulations of, or
pursuant to any agreement of, a stock exchange or trading
system.  Each Party will not unreasonably withhold approval from the
others with respect to any press release or public announcement.  If
any Party determines with the advice of counsel that it is required to make this
Agreement and the terms of the transaction public or otherwise issue a press
release or make public disclosure with respect thereto, it shall at a reasonable
time before making any public disclosure, consult with the other Parties
regarding such disclosure, seek such confidential treatment for such terms or
portions of this Agreement or the transaction as may be reasonably requested by
the other Parties and disclose only such information as is legally compelled to
be disclosed.  This provision will not apply to communications by any
Party to its counsel, accountants and other professional advisors.

     

    
      
         


      

      
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    Section
7.4       Board
Composition.  At the Closing, the board of directors of NCCI
will consist of five members of which two will be designated by the PAI
Shareholder.

     

    ARTICLE
VIII

     

    Conditions
to Closing

     

    Section
8.1       PAI Parties Conditions
Precedent.  The obligations of the PAI Parties to enter into
and complete the Closing are subject, at the option of the PAI Parties, to the
fulfillment on or prior to the Closing Date of the following conditions by NCCI,
any one or more of which may be waived by PAI in writing.

     

    (a)      Representations and
Covenants.  The representations and warranties of the NCCI
Parties contained in this Agreement shall be true on and as of the Closing Date
except where the failure of such representations or warranties to be so true and
correct, individually or in the aggregate, has not had or would not reasonably
be expected to have a Material Adverse Effect on the NCCI Parties and each of
the NCCI Parties shall have performed and complied in all material respects with
all covenants and agreements required by this Agreement to be performed or
complied with by each of them on or prior to the Closing Date, and the NCCI
Parties shall have delivered to China Cayman a certificate, dated the Closing
Date, to the foregoing effect.

     

    (b)      Litigation.  No
action, suit or proceeding (i) shall have been instituted before any court
or governmental or regulatory body or instituted by any Governmental Authorities
to restrain, modify or prevent the carrying out of the Transactions, or to seek
damages or a discovery order in connection with such Transactions, or
(ii) which has or may have, in the reasonable opinion of PAI or PAI
Shareholders, a Material Adverse Effect on the PAI Entities.

     

    (c)      No Material Adverse
Change.  There shall not have been any occurrence, event,
incident, action, failure to act, or transaction since March 31, 2009 which has
had or is reasonably likely to cause a Material Adverse Effect on
NCCI.

     

    (d)      SEC
Reports.  NCCI shall have filed all reports and other documents
required to be filed by NCCI under the U.S. federal securities laws through the
Closing Date.

     

    (e)      OTC Bulletin
Board.  NCCI shall have maintained its status as a Company
whose common stock is traded on the OTC Bulletin Board.

     

    (f)     
 Secretary’s
Certificate.  PAI shall have received a certificate from NCCI,
signed by its Secretary certifying that the attached copies of the NCCI
Constituent Instruments and resolutions of the NCCI Board approving the
Agreement and the Transactions are all true, complete and correct and remain in
full force and effect.

     

    (g)      Deliveries.  The
deliveries required to be made by NCCI shall have been made by
NCCI.

     

    
      
         


      

      
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    (h)      Governmental
Approval.  The Parties shall have timely obtained from each
Governmental Authority all approvals, waivers and consents, if any, necessary
for consummation of or in connection with this Agreement and the Transactions
contemplated hereby, including such approvals, waivers and consents as may be
required under FRG Laws and any pre-merger notifications or approvals required
pursuant to the HSR Act.

     

    (i)       Transaction
Documents.  The Transaction Documents shall have been executed
and delivered by the Parties.

     

    (j)       Injunctions or Restraints on
Conduct of Business.  No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal or regulatory restraint provision limiting
or restricting any NCCI Party’s conduct or operation of the business of the NCCI
Parties following the Share Exchange shall be in effect, nor shall any
proceeding brought by an administrative agency or commission or other
Governmental Authority, domestic or foreign, seeking the foregoing be
pending.

     

    (k)      Bridge
Financing.  The Bridge Financing shall have
occurred.

     

    Section
8.2       NCCI Conditions
Precedent.  The obligations of NCCI to enter into and complete
the Closing are subject, at the option of NCCI, to the fulfillment on or prior
to the Closing Date of the following conditions by each of the PAI Parties, any
one or more of which may be waived by NCCI in writing:

     

    (a)      Representations and
Covenants.  The representations and warranties of the PAI
Parties contained in this Agreement shall be true on and as of the Closing Date
except where the failure of such representations or warranties to be so true and
correct, individually or in the aggregate, has not had or would not reasonably
be expected to have a Material Adverse Effect on the PAI Parties and each of the
PAI Parties shall have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be performed or complied
with by each of them on or prior to the Closing Date, and the PAI Parties shall
have delivered to NCCI a certificate, dated the Closing Date, to the foregoing
effect.

     

    (b)      Litigation.  No
action, suit or proceeding (i) shall have been instituted before any court
or governmental or regulatory body or instituted by any Governmental Authorities
to restrain, modify or prevent the carrying out of the Transactions, or to seek
damages or a discovery order in connection with such Transactions, or
(ii) which has or may have, in the reasonable opinion of NCCI, a Material
Adverse Effect on NCCI.

     

    (c)      No Material Adverse
Change.  There shall not have been any occurrence, event,
incident, action, failure to act, or transaction since August 31, 2009, which
has had or is reasonably likely to cause a Material Adverse Effect on any of the
PAI Entities.

     

    (d)      Delivery of PAI 2009
Financial Statements.  PAI shall have furnished NCCI the PAI
2009 Financial Statements, which shall have been prepared in accordance with
U.S. GAAP applied on a consistent basis throughout the period
involved.

     

    
      
         


      

      
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    (e)      Officer’s
Certificate.  NCCI shall have received a certificate from each
of PAI Parties signed by an authorized officer or representative of such Party,
respectively, certifying that the attached copies of each such Party’s
constituent instruments and resolutions or other authorizing documents approving
the Agreement and the Transactions are all true, complete and correct and remain
in full force and effect.

     

    (f)    
  Injunctions or Restraints on
Conduct of Business.  No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal or regulatory restraint provision limiting
or restricting any PAI Entities’ conduct or operation of the business of any of
the PAI Entities following the Share Exchange shall be in effect, nor shall any
proceeding brought by an administrative agency or commission or other
Governmental Authority, domestic or foreign, seeking the foregoing be
pending.

     

    (g)      Deliveries.  All
other deliveries required to be made by the PAI Parties shall have been made by
them.

     

    (h)      Governmental
Approval.  The Parties shall have timely obtained from each
Governmental Authority all approvals, waivers and consents, if any, necessary
for consummation of or in connection with this Agreement and the Transactions
contemplated hereby.

     

    (i)    
  Proprietary
Agreements.  Each officer and key employee of PAI shall have
entered into appropriate proprietary information and confidentiality agreements
in form and substance satisfactory to NCCI.

     

    (j)    
  Transaction
Documents.  The Transaction Documents shall have been executed
and delivered by the Parties.

     

    ARTICLE
IX

     

    Indemnification

     

    Section
9.1       Survival.  The
representations, warranties, covenants and agreements contained in or made
pursuant to this Agreement and any certificate delivered pursuant hereto shall
survive the execution and delivery of this Agreement and the Closing, and
thereafter shall survive for a period of eighteen (18) months after
Closing.  The term during which any representation, warranty, or
covenant survives hereunder is referred to as the “Survival Period.”
Except as expressly provided in this paragraph, no claim for indemnification
hereunder may be made after the expiration of the Survival Period.

     

    Section
9.2       Indemnification by the PAI
Shareholders.

     

    (a)      The
PAI Shareholder shall, subject to the terms hereof, indemnify, defend and hold
harmless NCCI (which term, for the purposes of this Article IX shall
include any of NCCI’s successors) and permitted assigns (the “NCCI Indemnified
Parties”) from and against any liabilities, loss, claims, damages, fines,
penalties, expenses (including costs of investigation and defense and reasonable
attorneys’ fees and court costs) (collectively, “Damages”) arising
from:  (i) any breach of any representation or warranty made by
the PAI Parties in Article II hereof or in any certificate delivered by the
PAI Parties pursuant to this Agreement; or (ii) any breach by any PAI Party
of its covenants or obligations in this Agreement to be performed or complied
with by such PAI Party at or prior to the Closing.

     

    
      
         


      

      
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    Section
9.3       Indemnification by
NCCI.

     

    (a)      NCCI
shall, subject to the terms hereof, indemnify, defend and hold harmless each of
the PAI Parties and their respective successors and permitted assigns (the
“PAI Indemnified
Parties”) from and against any Damages arising
from:  (i) any breach of any representation or warranty made by
the NCCI Parties in Article III hereof or in any certificate delivered by
NCCI pursuant to this Agreement; or (ii) any breach by any NCCI Party, of
its covenants or obligations in this Agreement to be performed or complied with
by such NCCI Party at or prior to the Closing.

     

    Section
9.4       Limitations on
Indemnity.

     

    (a)      Notwithstanding
any other provision in this Agreement to the contrary, the NCCI Indemnified
Parties shall not be entitled to indemnification pursuant to Section 9.2,
unless and until the aggregate amount of Damages to the NCCI Indemnified Parties
with respect to such matters under Section 9.2 exceeds $50,000 (the “Deductible”), and
then only to the extent such Damages exceed the Deductible.

     

    (b)      Notwithstanding
any other provision in this Agreement to the contrary, no PAI Party shall be
entitled to indemnification pursuant to Section 9.3, unless and until the
aggregate amount of Damages with respect to such matters under Section 9.3
exceeds the Deductible, and then only to the extent such Damages exceed the
Deductible.

     

    (c)      This
Article IX constitutes the NCCI Parties’ and the PAI Parties’ sole and
exclusive remedy for any and all Damages or other claims relating to or arising
from this Agreement and the transactions contemplated hereby.

     

    
      
         


      

      
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    Section
9.5       Defense of Third Party
Claims.  If a Party determines to make a claim for
indemnification here under (each as applicable an “Indemnitee”), such
Party as applicable shall notify the indemnifying party (an “Indemnitor”) of the
claim in writing promptly after receiving notice of any action, lawsuit,
proceeding, investigation, demand or other claim against the Indemnitee (if by a
third party), describing the claim, the amount thereof (if known and
quantifiable) and the basis thereof in reasonable detail (such written notice,
an “Indemnification
Notice”); provided that the failure to so notify an Indemnitor shall not
relieve the Indemnitor of its obligations hereunder except to the extent that
(and only to the extent that) such failure shall have caused the damages for
which the Indemnitor is obligated to be greater than such damages would have
been had the Indemnitee given the Indemnitor prompt notice
hereunder.  Any Indemnitor shall be entitled to participate in the
defense of such action, lawsuit, proceeding, investigation or other claim giving
rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense,
and at its option shall be entitled to assume the defense thereof by appointing
a reputable counsel reasonably acceptable to the Indemnitee to be the lead
counsel in connection with such defense; provided, that the Indemnitee shall be
entitled to participate in the defense of such claim and to employ counsel of
its choice for such purpose; provided, however, that the fees and expenses of
such separate counsel shall be borne by the Indemnitee and shall not be
recoverable from such Indemnitor under this Article IX.  If the
Indemnitor shall control the defense of any such claim, the Indemnitor shall be
entitled to settle such claims; provided, that the Indemnitor shall obtain the
prior written consent of the Indemnitee (which consent shall not be unreasonably
withheld, conditioned or delayed) before entering into any settlement of a claim
or ceasing to defend such claim if, pursuant to or as a result of such
settlement or cessation, injunctive or other equitable relief will be imposed
against the Indemnitee or if such settlement does not expressly and
unconditionally release the Indemnitee from all liabilities and obligations with
respect to such claim.  If the Indemnitor assumes such defense, the
Indemnitor shall not be liable for any amount required to be paid by the
Indemnitee that exceeds, where the Indemnitee has unreasonably withheld or
delayed consent in connection with the proposed compromise or settlement of a
third party claim, the amount for which that third party claim could have been
settled pursuant to that proposed compromise or settlement.  In all
cases, the Indemnitee shall provide its reasonable cooperation with the
Indemnitor in defense of claims or litigation, including by making employees,
information and documentation reasonably available.  If the Indemnitor
shall not assume the defense of any such action, lawsuit, proceeding,
investigation or other claim, the Indemnitee may defend against such matter as
it deems appropriate; provided that the Indemnitee may not settle any such
matter without the written consent of the Indemnitor (which consent shall not be
unreasonably withheld, conditioned or delayed) if the Indemnitee is seeking or
will seek indemnification hereunder with respect to such matter.

     

    Section
9.6       Determining
Damages.  The amount of Damages subject to indemnification
under Section 9.2 or Section 9.3 shall be calculated net of
(i) any Tax Benefit inuring to the Indemnitee on account of such Damages,
(ii) any insurance proceeds or other amounts under indemnification
agreements received or receivable by the Indemnitee on account of such
Damages.  If the Indemnitee receives a Tax Benefit on account of such
Damages after an indemnification payment is made to it, the Indemnitee shall
promptly pay to the Person or Persons that made such indemnification payment the
amount of such Tax Benefit at such time or times as and to the extent that such
Tax Benefit is realized by the Indemnitee.  For purposes hereof,
“Tax Benefit”
shall mean any refund of Taxes to be paid or reduction in the amount of Taxes
which otherwise would be paid by the Indemnitee, in each case computed at the
highest marginal tax rates applicable to the recipient of such
benefit.  To the extent Damages are recoverable by insurance, the
Indemnitees shall take all commercially reasonable efforts to obtain maximum
recovery from such insurance.  In the event that an insurance or other
recovery is made by any Indemnitee with respect to Damages for which any such
Person has been indemnified hereunder, then a refund equal to the aggregate
amount of the recovery shall be made promptly to the Person or Persons that
provided such indemnity payments to such Indemnitee.  The Indemnitors
shall be subrogated to all rights of the Indemnitees in respect of Damages
indemnified by the Indemnitors.  The Indemnitees shall take all
commercially reasonable efforts to mitigate all Damages upon and after becoming
aware of any event which could reasonably be expected to give rise to
Damages.  For Tax purposes, the Parties agree to treat all payments
made under this Article IX as adjustments to the consideration received for
the PAI Shares.

     

    
      
         


      

      
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    Section
9.7       Right of
Setoff.  To the extent that any Party is obligated to indemnify
any other Party after Closing under the provisions of this Article IX for
Damages reduced to a monetary amount, such Party after Closing shall have the
right to decrease any amount due and owing or to be due and owing under any
agreement with the other Party, whether under this Agreement or any other
agreement between such Parties on the one hand, and any of the other Party or
any of their respective Affiliates, Subsidiaries or controlled persons or
entities on the other.

     

    Section
9.8       Payment.  The
Indemnitor shall be required to pay all of the sums so owing in respect of
finally determined Damages to the Indemnitee by wire transfer of immediately
available funds to an account designated by the Indemnitor within five (5)
Business Days after such final determination.

     

    Section
9.9       Limitation on Recourse; No
Third Party Beneficiaries.

     

    (a)      No
claim shall be brought or maintained by any Party or its respective successors
or permitted assigns against any officer, director, partner, member, agent,
representative, Affiliate, equity holder, successor or permitted assign of any
Party which is not otherwise expressly identified as a Party, and no recourse
shall be brought or granted against any of them, by virtue of or based upon any
alleged misrepresentation or inaccuracy in or breach of any of the
representations, warranties, covenants or obligations of any Party set forth or
contained in this Agreement or any exhibit or schedule hereto or any certificate
delivered hereunder.

     

    (b)      Except
as set forth in Section 9.3, the provisions of this Article IX are for
the sole benefit of the Parties and nothing in this Article IX, express or
implied, is intended to or shall confer upon any other Person any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Article IX (it being understood that only the Independent Committee
and not NCCI, any Person acting on its behalf or any other Person, may exercise
any indemnity rights under Section 9.2 or any other provision of
Article IX).

     

    ARTICLE
X

     

    Termination

     

    Section
10.1     Methods of
Termination.  Unless waived by the Parties hereto in writing,
the Transactions may be terminated and/or abandoned at any time but not later
than the Closing:

     

    (a)      by
mutual written consent of the Parties;

     

    (b)      by
either NCCI or the PAI Parties, if the Closing has not occurred by the later of
(i) October 10, 2009, or (ii) such other date that has been agreed by
the Parties (in no event later than October 15, 2009);

     

    (c)      by
any PAI Party, if there has been a breach by NCCI of any representation,
warranty, covenant or agreement contained in this Agreement which has prevented
the satisfaction of the conditions to the obligations of the PAI Parties at the
Closing under Section 8.1(a) and such violation or breach has not been
waived by the PAI Parties or cured by the NCCI Parties within ten (10) business
days after written notice thereof from the PAI Parties;

     

    
      
         


      

      
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    (d)      by
NCCI, if there has been a breach by the PAI Parties of any representation,
warranty, covenant or agreement contained in this Agreement which has prevented
the satisfaction of the conditions to the obligations of the NCCI Parties at the
Closing under Section 8.2(a) and such violation or breach has not been
waived by the NCCI Parties or cured by the PAI Parties within ten (10) business
days after written notice thereof from the NCCI Parties;

     

    Section
10.2     Effect of
Termination.

     

    (a)      In
the event of termination and abandonment by either NCCI or the PAI Parties, or
all of them, pursuant to Section 10.1 hereof, written notice thereof shall
forthwith be given to the other Party, and except as set forth in this
Section 10, all further obligations of the Parties shall terminate, no
Party shall have any right against the other Party hereto, and each Party shall
bear its own costs and expenses.

     

    (b)      If
the Transactions contemplated by this Agreement are terminated and/or abandoned
as provided herein:

     

    (i)           each
Party hereto will destroy all documents, work papers and other material (and all
copies thereof) of the other Party relating to the Transactions contemplated
hereby, whether so obtained before or after the execution hereof, to the Party
furnishing the same; and

     

    (ii)           all
confidential information received by either Party hereto with respect to the
business of the other Party hereto shall be treated in accordance with
Section 7.2 hereof, which shall survive such termination or
abandonment.  Notwithstanding anything herein to the contrary,
Article X and Article XI shall survive termination of this
Agreement.

     

    ARTICLE
XI

     

    Miscellaneous

     

    Section
11.1     Notices.  All
notices, requests, claims, demands and other communications under this Agreement
shall be in writing and shall be deemed given upon receipt by the Parties at the
addresses set forth on the signature pages hereto (or at such other address for
a Party as shall be specified in writing to all other Parties).

     

    Section
11.2     Amendments; Waivers; No
Additional Consideration.  No provision of this Agreement may
be waived or amended except in a written instrument signed by all of the Parties
hereto.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of any Party to exercise any right hereunder in any manner impair the
exercise of any such right.

     

    
      
         


      

      
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    Section
11.3     Expenses.  Each
Party shall be responsible for its own Expenses in connection with this
Agreement and the transaction contemplated hereby.

     

    Section
11.4     Adjustments to Initial
Equity Payment.  The Initial Equity Payment shall be adjusted
to reflect appropriately the effect of any stock split, reverse stock split,
stock dividend, extraordinary cash dividends, reorganization, recapitalization,
reclassification, combination, exchange of shares or other like change with
respect to NCCI Common Stock, occurring on or after the date
hereof.

     

    Section
11.5     Interpretation.  When
a reference is made in this Agreement to a Section, such reference shall be to a
Section of this Agreement unless otherwise indicated.  Whenever the
words “include,” “includes” or “including” are used
in this Agreement, they shall be deemed to be followed by the words “without
limitation.”

     

    Section
11.6     Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule or Law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the Transactions is not affected
in any manner materially adverse to any Party.  Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner to the end that Transactions are fulfilled to
the extent possible.

     

    Section
11.7     Counterparts; Facsimile
Execution.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the Parties and delivered to the other Parties.  Facsimile execution
and delivery of this Agreement is legal, valid and binding for all
purposes.

     

    Section
11.8     Entire Agreement; Third
Party Beneficiaries.  This Agreement, taken together with all
Exhibits, Annexes and Schedules hereto (a) constitute the entire agreement,
and supersede all prior agreements and understandings, both written and oral,
among the Parties with respect to the Transactions and (b) are not intended
to confer upon any Person other than the Parties any rights or
remedies.

     

    Section
11.9     Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof.

     

    Section
11.10   Assignment.  Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or
otherwise by any of the Parties without the prior written consent of the other
Parties.  Any purported assignment without such consent shall be
void.  Subject to the preceding sentences, this Agreement will be
binding upon, inure to the benefit of, and be enforceable by, the Parties and
their respective successors and assigns.

     

    
      
         


      

      
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    Section
11.11   Arbitration.  Any
dispute, controversy or claim arising out of, relating to, or in connection
with, this Agreement or the transactions contemplated hereby shall be finally
settled by binding arbitration.  The arbitration shall be conducted
and the arbitrator chosen in accordance with the rules of the American
Arbitration Association in effect at the time of the arbitration, except as they
may be modified herein or by mutual agreement of NCCI and the PAI
Shareholders.  In connection with any such arbitration, each Party
shall be afforded the opportunity to conduct discovery in accordance with the
Federal Rules of Civil Procedure.  The seat of the arbitration shall
be in Los Angeles, California.  Each of NCCI and the PAI Shareholders
hereby irrevocably submits to the jurisdiction of the arbitrator in Los Angeles,
California and waives any defense in an arbitration based upon any claim that
such party is not subject personally to the jurisdiction of such arbitrator,
that such arbitration is brought in an inconvenient forum or that such venue is
improper.  The arbitral award shall be in writing and shall be final
and binding on each of the parties to this Agreement.  The award may
include an award of costs, including reasonable attorneys’ fees and
disbursements and may also include injunctive relief.  Judgment upon
the award may be entered by any court having jurisdiction thereof or having
jurisdiction over the parties or their assets.  Each of NCCI and the
PAI Parties acknowledges and agrees that by agreeing to these arbitration
provisions each of the parties hereto is waiving any right that such party may
have to a jury trial with respect to the resolution of any dispute under this
Agreement or the transactions contemplated hereby.

     

    [Signature
Page Follows]

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

    
      	
              Address:

            	
              NEW
      CENTURY COMPANIES, INC.

            
	
              9835
      Romandel Avenue

            	 
      
	
              Santa
      Fe Springs, CA 90670

            	 
      
	
              Attn:  David
      Duquette

            	
              By:

            	
                

            
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Address:

            	
              PRECISION
      AEROSTRUCTURES, INC.

            
	
              10291
      C Trademark Street

            	 
      	 
      
	
              Rancho
      Cucamonga, California 91730

            	 
      	 
      
	
              Attn:  Michael
      Cabral

            	
              By:

            	
                

            
	 
      	 
      	
              Name:   Michael
      Cabral

            
	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Address:

            	 
      	 
      
	
              10291
      C Trademark Street

            	
                

            
	
              Rancho
      Cucamonga, California 91730

            	
              Michael
      Cabral

            


    

     

    
      
         


      

      
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      Exhibit
10.1

    

     

    Exhibit
A

     

    Definitions

     

    “Affiliates” shall
mean any Person that directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with the Person
specified.  For purposes of this definition, control of a Person means
the power, direct or indirect, to direct or cause the direction of the
management and policies of such Person whether by Contract or otherwise and, in
any event and without limitation of the previous sentence, any Person owning
fifty percent (50%) or more of the voting securities of a second Person shall be
deemed to control that second Person.  For the purposes of this
definition, a Person shall be deemed to control any of his or her immediate
family members.

     

    “Bridge Financing”
means a financing of up to $250,000 to be used as working capital for PAI on
terms acceptable to NCCI.

     

    “Code” means the
United States Internal Revenue Code of 1986, as amended.

     

    “Contract” means a
contract, lease, license, indenture, note, bond, agreement, permit, concession,
franchise or other instrument.

     

    “DGCL” means General
Corporation Law of the State of Delaware.

     

    “Disclosure Schedules”
means the PAI Disclosure Schedule and the NCCI Disclosure Schedule.

     

    “Environment” means
soil, land surface or subsurface strata, surface waters (including navigable
waters, ocean waters, streams, ponds, drainage basins, and wetlands),
groundwaters, drinking water supply, stream sediments, ambient air (including
indoor air), plant and animal life, and any other environmental medium or
natural resource.

     

    “Environmental Law”
shall mean any Legal Requirement that requires or relates to:

     

    (a)           advising
appropriate authorities, employees, and the public of intended or actual
releases of pollutants or hazardous substances or materials, violations of
discharge limits, or other prohibitions and of the commencements of activities,
such as resource extraction or construction, that could have significant impact
on the Environment;

     

    (b)           preventing
or reducing to acceptable levels the release of pollutants or hazardous
substances or materials into the Environment;

     

    (c)           reducing
the quantities, preventing the release, or minimizing the hazardous
characteristics of wastes that are generated;

     

    (d)           assuring
that products are designed, formulated, packaged, and used so that they do not
present unreasonable risks to human health or the Environment when used or
disposed of;

     

    (e)           protecting
resources, species, or ecological amenities;

     

    (f)           reducing
to acceptable levels the risks inherent in the transportation of hazardous
substances, pollutants, oil, or other potentially harmful
substances;

     

    
      
         


      

      
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    (g)           cleaning
up pollutants that have been released, preventing the threat of release, or
paying the costs of such clean up or prevention; or

     

    (h)           making
responsible parties pay private parties, or groups of them, for damages done to
their health or the Environment, or permitting self-appointed representatives of
the public interest to recover for injuries done to public assets.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Expenses” shall mean
all out-of-pocket expenses (including all fees and expenses of counsel,
accountants, investment bankers, experts and consultants to a party hereto and
its Affiliates) incurred by a party on its behalf in connection with or related
to the authorization, preparation, diligence, negotiation, execution and
performance of this Agreement and the Transaction Documents.

     

    “Facilities” shall
mean any real property, leaseholds, or other interests currently or formerly
owned or operated and any buildings, plants, structures, or equipment (including
motor vehicles, tank cars, and rolling stock) currently or formerly owned or
operated.

     

    “Governmental
Authority” means any national, federal, state, provincial, local or
foreign government, governmental, regulatory or administrative authority, agency
or commission or any court, tribunal or judicial or arbitral body of competent
jurisdiction, or other governmental authority or instrumentality, domestic or
foreign.

     

    “Judgment” means any
judgment, order or decree.

     

    “Knowledge”,
(i) with respect to the PAI Entities shall mean the actual knowledge of
Michael Cabral, and (ii) with respect to NCCI shall mean the actual
knowledge of its executive officers and the members of its Board of
Directors.

     

    “Law(s)” means any
law, statute, ordinance, rule, regulation, order, writ, injunction or
decree.

     

    “Legal Requirement”
means any federal, state, local, municipal, provincial, foreign or other law,
statute, constitution, principle of common law, resolution, ordinance, code,
edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted,
promulgated, implemented or otherwise put into effect by or under the authority
of any Governmental Authorities (or under the authority of any national
securities exchange upon which NCCI Securities then listed or
traded)

     

    “Liens” means any
liens, security interests, pledges, equities and claims of any kind, voting
trusts, shareholder agreements and other encumbrances.

     

    “Material Adverse
Effect” means any event, change or effect that is materially adverse to
the condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations of such Person and its
subsidiaries, taken as a whole.

     

    “Material Permits”
mean all Permits other than such franchises, licenses, permits, authorizations
and approvals the lack of which, individually or in the aggregate, has not had
and would not reasonably be expected to have a Material Adverse Effect on any
Parties.

     

    
      
         


      

      
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    “NCCI Board” means the
Board of Directors of NCCI prior to the Closing Date.

     

    “NCCI Common Stock”
means the Common Stock of NCCI, $0.001 par value per share.

     

    “NCCI Entities” means
collectively, NCCI and the Subsidiaries of NCCI.

     

    “NCCI Securities”
means, collectively, the Transaction Shares, the Earn-Out Warrants and any
shares of NCCI Common Stock issuable upon exercise of the Earn-Out
Warrants.

     

    “Net Income” means the
net income of PAI as determined by NCCI consistent with the principles applied
in determining the net income of NCCI.

     

    “PAI Constituent
Instruments” means PAI’s Articles of Incorporation and
Bylaws.

     

    “PAI Entities” means,
collectively, PAI and the Subsidiaries of PAI.

     

    “Permits” mean all
governmental franchises, licenses, permits, authorizations and approvals
necessary to enable a Person to own, lease or otherwise hold its properties and
assets and to conduct its businesses as presently conducted.

     

    “Permitted Lien” shall
mean (a) any restriction on transfer arising under applicable securities
law; (b) any Liens for Taxes not yet due or delinquent or being contested
in good faith by appropriate proceedings for which adequate reserves have been
established in accordance with U.S.  GAAP; (c) any statutory
Liens arising in the ordinary course of business by operation of Law with
respect to a liability that is not yet due and delinquent and which are not,
individually or in the aggregate, significant; (d) zoning, entitlement,
building and other land use regulations imposed by governmental agencies having
jurisdiction over the Real Property which are not violated by the current use
and operation of the Real Property; (e) covenants, conditions,
restrictions, easements and other similar matters of record affecting title to
the Real Property which do not materially impair the occupancy or use of the
Real Property for the purposes for which it is currently used or proposed to be
used in connection with the such relevant Person’s business; (f) Liens
identified on title policies, title opinions or preliminary title reports or
other documents or writings included in the public records; (g) Liens
arising under worker’s compensation, unemployment insurance, social security,
retirement and similar legislation; and (h) Liens of lessors and licensors
arising under lease agreements or license arrangements.

     

    “Person” shall mean an
individual, partnership, corporation, joint venture, unincorporated
organization, cooperative or a governmental entity or agency
thereof.

     

    “PIPE Financing” means
a private placement of debt, equity or combination thereof of approximately
$2,000,000 which may be raised in Tranches or series of placements.

     

    “Regulation S-K”
means Regulation S-K promulgated under the Securities Act.

     

    “Representatives” of
either Party shall mean such Party’s employees, accountants, auditors,
actuaries, counsel, financial advisors, bankers, investment bankers and
consultants and any other person acting on behalf of such Party.

     

    “SEC” means the
U.S.  Securities and Exchange Commission.

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    
      
         


      

      
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    “Subsidiary” an entity
shall be deemed to be a “Subsidiary” of
another Person if (a) such Person directly or indirectly owns, beneficially
or of record, an amount of voting securities of other interests in such entity
that is sufficient to enable such Person to elect at leased a majority of the
members of such entity’s board of directors or other governing body, or
(b) at least 50% of the outstanding equity or financial interests of such
entity.

     

    “Survival Period”
means the applicable period of time that a representation, warranty, covenant or
obligation survives the Closing pursuant to Section 9.1 of this
Agreement.

     

    “Tax Return” means all
federal, state, local, provincial and foreign Tax returns, declarations,
statements, reports, schedules, forms and information returns and any amended
Tax return relating to Taxes.

     

    “Taxes” includes all
forms of taxation, whenever created or imposed, and whether of the United States
or elsewhere, and whether imposed by a local, municipal, governmental, state,
foreign, federal or other Governmental Authority, or in connection with any
agreement with respect to Taxes, including all interest, penalties and additions
imposed with respect to such amounts.

     

    “Trade Secrets” means
all trade secrets under applicable law and other rights in know-how and
confidential or proprietary information, processing, manufacturing or marketing
information, including new developments, inventions, processes, ideas or other
proprietary information that provides advantages over competitors who do not
know or use it.

     

    “Transaction
Documents” means, collectively, this Agreement, the Warrants and the
Note.

     

    “U.S. GAAP” means
generally accepted accounting principles of the United States.

     

    
      
         


      

      
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