EXHIBIT
A

     

    EARNOUT
PROVISION

     

    On the
date that is 30 days following the Anniversary Date of the Transaction for the
years 2010, 2011, and 2012 (each such year being a “Performance Year”), the
board of directors of Purchaser (the “Board”) shall compare the financials of
the Companies to the projected financials of the Companies and determine an
Earnout Pool. The cumulative Earnout Pool shall be 50% of the earnings in excess
of 110% of the Earnout Target over the three year earnout period payable in
cash. Based on the results of such comparison, the Sellers may be eligible for
an incentive bonus calculated as follows:

     

    
      	
               
      

            	
              1.

            	
              For
      each Performance Year, the total amount of the bonus pool available shall
      be equal to 50% of the pre-tax income that exceeds 110% of the Earnout
      Target of the Companies for such Performance Year (the “Bonus Pool
      Amount”).

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      “Earnout Target” shall be the amount equal to EBITDA for a Performance
      Year. The Purchaser and Seller shall agree on the projected Earnout Target
      that will be set forth in the Definitive
  Agreement.

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      “Calculation Value” shall be an amount equal to (i) the sum of the (x)
      Revenue Factor, (y) EBITDA Factor, and (z) Net Income Factor, for each
      Performance Year, with a maximum value of 125%, as set forth
      below:

            


    

     

    
      
        
          
            	
                    Performance Year

                  	 	
                    Projected Revenue

                  	 	 	
                    Projected EBITDA

                  	 	 	
                    Projected Net

                    Income

                  	 
	
                    FY
      2010

                  	 	$	13,500,000	 	 	$	285,000	 	 	$	209,000	 
	
                    FY
      2011

                  	 	$	14,850,000	 	 	$	559,000	 	 	$	479,000	 
	
                    FY
      2012

                  	 	$	16,632,000	 	 	$	974,800	 	 	$	894,800	 


          

        

      

    

     

    
      	
               
      

            	
              4.

            	
              The
      aggregate amount of incentive bonuses payable for each Performance Year
      shall be an amount equal to (a) the Bonus Pool Amount, multiplied by (b)
      the percentage set forth in the table
below.

            


    

     

    
      
        
          
            
              	
                      Calculation Value

                    	 	
                      Corresponding percentage

                      in determining bonus

                      payable

                    	 
	
                      ≥
      50%

                    	 	 	
                      0%

                    	 
	
                      ≥
      50% but < 125%

                    	 	
                      calculated
      Calculation Value

                    	 
	
                      ≥
      125%

                    	 	 	
                      125%

                    	 


            

          

        

      

    

    For
purposes of this Exhibit C, the terms
set forth above shall mean as follows:

     

    
      	
               
      

            	
              (i)

            	
              Revenue Factor
      shall be a percentage equal to the product of (x) thirty percent (30%)
      multiplied by (y)
      a fraction the numerator of which is the Companies’ actual revenues for a
      Performance Year and the denominator of which is the Companies’ projected
      revenues for such corresponding Performance
  Year.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              EBITDA Factor
      shall be a percentage equal to, the product of (x) fifty percent (50%)
      multiplied by (y)
      a fraction the numerator of which is the Companies’ actual EBITDA for a
      Performance Year and the denominator of which is the Companies’ projected
      EBITDA for such corresponding Performance
Year.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Net Income
      Factor shall be a percentage equal to, the product of (x) twenty
      percent (20%) multiplied
      by (y) a fraction the numerator of which is the Companies’ actual
      audited pre-tax net income for a Performance Year and the denominator of
      which is the Companies’ projected pre-tax net income for such
      corresponding Performance Year.

            


    

     

    The
Revenue Factor, the EBITDA Factor and the Net Income Factor shall be calculated
in accordance with GAAP.

     

    The
determinations of EBITDA and other financial results for this purpose would be
made in accordance with generally accepted accounting principles, using the same
methods of accounting, accounting principles and practices utilized in the
preparation of audited financial statements of the Companies for the periods
preceding the Closing Date.

     

    Any bonus
due shall be payable in cash.

     

    [Example
on next page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Example
Calculation

     

    By way of
example, and for illustrative purposes only, the following model depicts the
manner in which the bonus shall be calculated for a single Performance
Year.  The numbers and assumptions used herein are not intended to be
the final projections or Bonus Pool Amount for purposes of this
Schedule.

     

    
      
        
          
            
              
                	
                        Performance Year

                      	 	
                        Projected Revenue

                      	 	 	
                        Projected EBITDA

                      	 	 	
                        Projected Net

                        Income

                      	 
	
                        FY
      2009

                      	 	$	11,000,000	 	 	$	888,699	 	 	$	400,000	 
	
                        Performance
      Year

                      	 	
                        Actual Revenue

                      	 	 	
                        Actual EBITDA

                      	 	 	
                        Actual Net Income

                      	 
	
                        FY
      2009

                      	 	$	11,000,000	 	 	$	906,473	 	 	$	500,000	 


              

            

          

        

      

    

    Whereby:

     

    
      	
               
      

            	
              1.

            	
              Bonus
      Pool Amount = $30,000 (($500,000 -
  $440,000)*50%)

            


    

     

    
      	
               
      

            	
              2.

            	
              Revenue
      Factor = 30%; EBITDA Factor = 51%; Net Income Factor =
  25%

            


    

     

    
      	
               
      

            	
              3.

            	
              Calculation
      Value = 30% + 51% + 25% = 106%

            


    

     

    
      	
               
      

            	
              4.

            	
              Incentive
      Bonus payable based on a calculation value of 106% =
    $31,800