EXHIBIT
      10.1


    


    Form
      of
      Reduction of Purchase Price Agreement, dated as of July 3, 2008, by and between
      iDNA, Inc., Steven Campus, the Campus Family 2000 Trust and the Trust
      Established Under the Will of Nancy Campus.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REDUCTION
      OF PURCHASE PRICE AGREEMENT

     

    Reference
      is made to a certain Stock Purchase Agreement (the “Stock
      Purchase Agreement”),
      dated
      as of July 31, 2003, by and among iDNA, Inc. (“iDNA”),
      a
      Delaware corporation previously named National Auto Credit, Inc., Steven Campus
      (“Campus”),
      the
      Campus Family 2000 Trust
      (the
      “Family
      Trust”)
      and
      the
      Trust Established Under the Will of Nancy Campus (the “Shelter
      Trust”
and,
      collectively with the Family Trust, the “Trusts”
and
      each as a “Trust”;
      and
      the Trusts and Campus are herein referred to collectively as the “Stockholders”
and
      each as a “Stockholder”).
      Pursuant to and as provided in the Stock Purchase Agreement, iDNA (a) purchased
      from the Stockholders all of the issued and outstanding shares of capital stock
      of each of Campus
      Group Companies, Inc. (“CGCI”),
      Multi-Video Services,
      Inc.
      (“Multi-Video”),
      Interactive Conferencing Network, Inc.
      (“Interactive”)
      and
      Audience Response Systems, Inc. (“ARSI” and,
      collectively with CGCI, Multi-Video, Interactive and ARSI, the “Campus
      Corporations”)
      and
      (b)
      in consideration for the acquisition of such shares of capital stock, made
      a
      cash payment to the Stockholders and issued to the Stockholders certain
      Promissory Notes (as defined in the Stock Purchase Agreement) for the balance
      of
      the purchase price therefor. 

     

    iDNA
      and
      the Stockholders (collectively, the “Parties”
and
      each a “Party”)
      agree
      that the operating results and financial contributions of the Campus
      Corporations have not met the Parties’ mutual expectations and have not
      permitted amortization of the Promissory Notes on the time schedule originally
      anticipated. As a consequence of the foregoing, iDNA and the Stockholders have
      agreed, as set forth more fully below, to restructure the Promissory Notes
      and
      other financial matters contemplated by the Stock Purchase Agreement through
      a
      combination of (i) an adjustment of the Purchase Price (as defined in the Stock
      Purchase Agreement) and a corresponding reduction in the outstanding amount
      of
      the Promissory Notes and (ii) the issuance to the Stockholders of certain shares
      of iDNA common stock (the “Common
      Stock”),
      par
      value $0.05 per share, in full satisfaction of amounts outstanding under the
      Promissory Notes as so reduced, subject, however, to the obligation of iDNA
      (under certain circumstances) to redeem such shares from the Stockholders and
      the right of the Stockholders (under certain circumstances) to put such shares
      back to iDNA.

     

    Capitalized
      terms that are defined in the Stock Purchase Agreement and are used herein
      shall
      (unless otherwise defined herein) when used herein have the respective meanings
      ascribed to such terms in the Stock Purchase Agreement.

     

    1. Reduction
      of the Purchase Price.
      The
      Parties agree that (a) the Purchase Price is reduced to a remaining balance
      of
      three hundred and seventy-five thousand dollars ($375,000) (the “Purchase
      Price Balance”)
      and
      (b) an aggregate of six million, eight hundred sixty-four thousand, six hundred
      seventy-six dollars and twenty-six cents ($6,864,676.26) has heretofore been
      paid for and on account of the Purchase Price and related rental and other
      compensation (as more particularly set forth in Exhibit
      A
      attached
      hereto). The Parties further agree that, inasmuch as the Promissory Notes were
      intended to represent iDNA’s obligation to pay the unpaid portion of the
      Purchase Price, the aggregate outstanding amount of the Promissory Notes is
      reduced to an amount equal to the Purchase Price Balance (as more particularly
      set forth in Exhibit
      B
      attached
      hereto). The Promissory Notes are modified and amended so that the outstanding
      principal amounts thereof are reduced to the respective amounts provided in
      the
      immediately preceding sentence, and the Promissory Notes as so modified and
      amended are hereinafter referred to as the “Amended
      Promissory Notes.”
      

     

    
      
        
        

      

      
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    2. Discharge
      of the Amended Promissory Notes.
      

     

    (a)  Issuance
      of Shares upon Surrender of Promissory Notes.
      Within
      ten (10) days following the date hereof, the Stockholders shall surrender and
      deliver to iDNA each and all of the Promissory Notes, marked cancelled, and
      upon
      receipt of such Promissory Notes, iDNA shall, in full payment, discharge and
      satisfaction of the Amended Promissory Notes, (i) issue to the Stockholders
      an
      aggregate of two million five hundred thousand (2,500,000) shares of the Common
      Stock (the “Issued
      Shares”),
      with
      the Issued Shares to be allocated among the Stockholders in such respective
      amounts as may be specified in written instructions given by the Stockholders
      to
      iDNA, and (ii) as provided in Section
      3
      below,
      (y) assume certain obligations to redeem or repurchase from the Stockholders
      their Issued Shares and (z) grant to the Stockholders certain rights to put
      the
      Issued Shares to iDNA.

     

    (b) Valuation
      of Consideration.
      The
      Parties agree that value of the Issued Shares is three hundred and seventy-five
      thousand dollars ($375,000). Accordingly, upon the issuance of the Issued Shares
      to the Stockholders as contemplated above, the Purchase Price Balance shall
      be
      paid, discharged and satisfied in full, and no additional amount (whether
      pursuant to the Promissory Notes or otherwise) shall be payable by iDNA on
      account of or with respect to the Purchase Price.

     

    (c) Payment
      of Rent.
      Simultaneously with the issuance of the Issued Shares as contemplated under
      Section
      2(a)
      above,
iDNA
      will
      pay $75,000 to the Campus Family 2000 Trust as a reduction of $172,500 of rent
      arrearages due with respect to the Tuckahoe Lease and the Bohemia Lease, and
      thereafter on each of August 15, 2008,
      October 15, 2008 and December 15, 2008, iDNA will pay $32,500 to the Campus
      Family 2000 Trust in further reduction of such rent arrearages. iDNA shall,
      in
      addition to the foregoing commitment, assure that all rent (other than such
      rent
      arrearages) payable to the Campus Family 2000 Trust with respect to the Tuckahoe
      Lease and the Bohemia Lease is current as of July 1, 2008.

     

    3. Issued
      Shares Resale, Redemption Obligation and Put Rights  

     

    (a) Resale: 

     

    (i) At
      any
      time subsequent to the receipt of the Issued Shares, the Stockholders may sell,
      transfer or otherwise dispose of the Issued Shares or any portion thereof to
      unaffiliated third parties upon at least 5 days’ written notice to iDNA. If any
      Issued Shares are sold, redeemed (as discussed below), transferred or otherwise
      disposed by any Stockholder, then such Stockholder shall, within thirty (30)
      days following the consummation of such sale, redemption, transfer or other
      disposition, provide to iDNA in writing an accounting of such sale, redemption,
      transfer or other disposition, and such Issued Shares shall no longer be subject
      to redemption by, or to be put to, iDNA (any such Issued Shares are hereinafter
      referred to as “Sold
      Shares”).
      In
      addition, once any Issued Shares are sold, redeemed, transferred or otherwise
      disposed of, the Stockholders may not repurchase shares of Common Stock or
      otherwise acquire securities issued by iDNA without iDNA’s express written
      consent, and no such “reacquired shares” shall be considered Issued Shares,
      shall be subject to redemption by, or to be put to, iDNA or shall be otherwise
      subject to the terms of this Agreement.
      Stockholders may transfer Issued Shares between and amongst themselves without
      restriction and such transfers shall not deemed or considered Sold Shares for
      the purposes of this Section
      3(a).

     

    
      
        
        

      

      
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    (ii) iDNA
      may
      assist the Stockholders from time-to-time to sell some or all of the Issued
      Shares. To the extent any Stockholder declines to accept any bona
      fide
      offer
      (whether such offer is the consequence of any assistance from iDNA or otherwise)
      to purchase any Issued Shares at a price per Issued Share equal to or greater
      than the Set Price (as hereinafter defined), any Issued Shares he or it has
      so
      declined to sell (any such Issued Shares are hereinafter referred to as
“Precluded
      Shares”)
      shall
      not be considered to be Issued Shares, shall not be subject to redemption by,
      or
      to be put to, iDNA and shall not be otherwise subject to the terms of this
      Agreement. Such Precluded Shares, if any, shall be deemed sold and the related
      bona
      fide offer
      amount applied for the purposes of the calculation outlined in Section
      3(c)(iv).
      

     

    (b) Offer
      to Redeem Issued Shares:
      Within
      105 days after each Fiscal Period (as hereinafter defined), iDNA shall offer
      to
      redeem from each Stockholder his or its pro
      rata
      portion
      of the Issued Shares (exclusive of any Sold Shares, Precluded Shares or Declined
      Shares (as hereinafter defined)) as follows:

     

     (i)
       Within
      105 days after each of the periods set forth in the first column of the
      following table (each such period, a “Fiscal
      Period”),
      (subject, however, to clause
      (ii)
      below)
      iDNA shall offer to apply to the redemption of Issued Shares (exclusive of
      any
      Sold Shares, Declined Shares or Precluded Shares) an amount equal to the
excess
      (if any)
      of (A) the Adjusted EBITDA of the Campus Corporations for the period from August
      1, 2008 through the end of such Fiscal Period over
      (B) of
      the sum of (I) the amount set forth after such Fiscal Period in the second
      column of the following table plus
      (II) the
      aggregate amount (if any) that theretofore has been applied (or has been deemed
      to be applied) by iDNA to redemption of Issued Shares (exclusive of any Sold
      Shares, Declined Shares or Precluded Shares) pursuant to this Section
      3(b).

     

    
      
        	
                Fiscal
                  Period

              	 	
                Threshold Adjusted
                  EBITDA

              	 
	
                Six-month
                  period ending January 31, 2009

              	 	
                $

              	
                500,000

              	
                (1)

              
	
                Six-month
                  period ending July 31, 2009

              	 	
                $

              	
                1,000,000

              	 
	
                Six-month
                  period ending January 31, 2010

              	 	
                $

              	
                1,500,000

              	 
	
                Six-month
                  period ending July 31, 2010

              	 	
                $

              	
                2,000,000

              	 
	
                Six-month
                  period ending January 31, 2011

              	 	
                $

              	
                2,500,000

              	 
	
                Six-month
                  period ending July 31, 2011

              	 	
                $

              	
                3,000,000

              	 
	
                Six-month
                  period ending January 31, 2012

              	 	
                $

              	
                3,500,000

              	 
	
                Six-month
                  period ending July 31, 2012

              	 	
                $

              	
                4,000,000

              	 
	
                Six-month
                  period ending January 31, 2013

              	 	
                $

              	
                4,500,000

              	 
	
                Six-month
                  period ending July 31, 2013

              	 	
                $

              	
                5,000,000

              	 


      

    

     

    (1)
      The
      Offer to Redeem Issued Shares, pursuant to the terms above for the first Fiscal
      Period ending January 31, 2009, if any, shall be made no earlier than July
      31,
      2009 (rather than 105 days after January 31, 2009).

     

    
      
        
        

      

      
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    By
      way of
      example only,

     

    · If
      the
      Adjusted EBITDA of the Campus Corporations for the period from August 1, 2008
      through January 31, 2009 were $1,000,000, then iDNA shall offer to apply
      $500,000 to redeem Issued Shares (exclusive of any Sold Shares, Precluded Shares
      or Declined Shares).

     

    · If
      the
      Adjusted EBITDA of the Campus Corporations for the period from August 1, 2008
      through January 31, 2009 were $1,000,000 and the Adjusted EBITDA of the Campus
      Corporations for the period from February 1, 2009 through July 31, 2009 were
      $400,000 (resulting in the Adjusted EBITDA of the Campus Corporations for the
      period from August 1, 2008 through July 31, 2009 being an aggregate of
      $1,400,000), then iDNA shall not be required to offer to apply any additional
      amount to redeem Issued Shares (exclusive of any Sold Shares, Precluded Shares
      or Declined Shares).

     

    · If
      the
      Adjusted EBITDA of the Campus Corporations for the period from August 1, 2008
      through January 31, 2009 were $1,000,000, the Adjusted EBITDA of the Campus
      Corporations for the period from February 1, 2009 through July 31, 2009 were
      $400,000 and the Adjusted EBITDA of the Campus Corporations for the period
      from
      August 1, 2009 through January 31, 2010 were $800,000 (resulting in the Adjusted
      EBITDA of the Campus Corporations for the period from August 1, 2008 through
      January 31, 2010 being an aggregate of $2,200,000), then iDNA shall offer to
      apply an additional $200,000 to redeem Issued Shares (exclusive of any Sold
      Shares, Precluded Shares or Declined Shares).

     

    (ii)
       If
      during
      any Fiscal Period iDNA has repaid in full and not refinanced its Term Loan
      with
      Silar Advisors, L.P. (as defined in iDNA Annual Reports as issued to
      shareholders), then (notwithstanding anything contained in the preceding
clause
      (i)
      to the
      contrary) within 105 days after the end of each Fiscal Period thereafter
      occurring (any such Fiscal Period, a “Subsequent
      Fiscal Period”)
      iDNA
      shall offer to apply to the redemption of Issued Shares (exclusive of any Sold
      Shares, Precluded Shares or Declined Shares) an amount equal to the excess
      (if any)
      of (A) the Adjusted EBITDA of the Campus Corporations for the period from August
      1, 2008 through the end of such Subsequent Fiscal Period over (B) the sum of
      (i)
      the amount set forth after such Subsequent Fiscal Period in the second column
      of
      the above table (provided,
      however,
      that
      for these purposes the amount set forth in such second column shall be deemed
      to
      have been amended so that the amount contained therein for each Subsequent
      Period shall be $375,000 (rather than $500,000) greater than the amount set
      forth in such column for the immediately prior Fiscal Period (whether or not
      such prior Fiscal Period is a Subsequent Fiscal Period)) plus
      (ii) the
      aggregate amount (if any) that theretofore has been applied (or has been deemed
      to be applied) by iDNA to redemption of Issued Shares pursuant to this
Section
      3(b).

    


    (iii) Any
      redemption of Issued Shares contemplated by the foregoing clause
      (i)
      or
(ii)
      shall be
      made at a price per Issued Share equal to $2.00, as such amount may be adjusted
      on account of stock dividends, stock splits, reverse stock splits and similar
      events (such amount, as it may be so adjusted from time to time, the
“Set
      Price”).


    
      
        
        

      

      
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    (iv) Any
      offer
      contemplated by the foregoing clause
      (i)
      or
(ii)
      shall be
      made in writing, shall specify the aggregate amount that iDNA is offering to
      apply to the redemption of Issued Shares (exclusive of any Sold Shares,
      Precluded Shares or Declined Shares) and the number of Issued Shares that can
      be
      redeemed by iDNA with such aggregate amount and shall be given to the
      Stockholders in accordance with Section
      5(a).
      Any
      such offer shall constitute an offer by iDNA to redeem from each Stockholder
      its
      or his pro
      rata
      share
      (determined on the basis of the relative number of Issued Shares (exclusive
      of
      any Sold Shares, Precluded Shares or Declined Shares) owned of record by the
      respective Stockholders as of the close of business on the Business Day next
      preceding the date such offer is given) of such number of Issued Shares. If
      any
      Stockholder desires to accept such offer, it shall so advise iDNA by written
      notice given to iDNA within [ten (10)] days of such Stockholder’s receipt of the
      offer from iDNA, which notice shall specify the number of Issued Shares
      (exclusive of any Sold Shares, Precluded Shares or Declined Shares) that such
      Stockholder has elected to have redeemed by iDNA. If any Stockholder elects
      to
      accept such offer, then within [fifteen (15)] days following its receipt of
      notice of such election given by such Stockholder as provided above, iDNA shall
      make payment (against receipt of stock certificates surrendered to iDNA at
      its
      principal executive offices for the Issued Shares being redeemed) to such
      Stockholder for the Issued Shares such Stockholder has elected to have redeemed
      by iDNA, with such payment to be made by certified check, by wire transfer
      or
      otherwise in immediately available funds. In the event any Stockholder does
      not
      accept iDNA’s offer to redeem any Issued Shares, such Issued Shares shall be
      deemed to be “Declined
      Shares,”
iDNA
      shall thereafter have no obligation to redeem such Issued Shares pursuant to
      this Section
      3(b)
      or to
      repurchase such Issued Shares pursuant to Section
      3(c)
      below
      and iDNA shall be deemed to have applied in redemption of Issued Shares the
      amount it would have applied if such offer had been accepted in full.


     

    (c) Put
      Right: 

     

    (i) Each
      Stockholder shall have the right, subject to the following provisions of this
      Section
      3(c),
      to put
      to iDNA, and require iDNA to purchase from it or him, any or all of its or
      his
      Issued Shares
      (exclusive of any Sold Shares, Precluded Shares or Declined Shares) at a price
      per Issued Share equal to the Set Price (such right, the “Put
      Right”).

     

    (ii) If
      any
      Stockholder desires to exercise the Put Right, it or he shall do so by giving
      iDNA written notice to such effect during the period October 31, 2013 through
      November 15, 2013, which notice shall specify the number of Issued Shares
      (exclusive
      of any Sold Shares, Precluded Shares or Declined Shares) that are owned of
      record by such Stockholder and with respect to which such Stockholder is
      exercising the Put Right.

     

    (iii) If
      any
      Stockholder gives notice of its or his exercise of the Put Right as provided
      above, then (subject to clause
      (iv)
      below)
      within fifteen (15) days following such exercise, iDNA shall make payment
      (against receipt of stock certificates surrendered to iDNA at its principal
      executive offices for the Issued Shares being repurchased) to such Stockholder
      for the Issued Shares such Stockholder has elected to have repurchased by iDNA,
      with such payment to be made by certified check, by wire transfer or otherwise
      in immediately available funds. 

     

    
      
        
        

      

      
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    (iv) Notwithstanding
      anything contained herein to the contrary, the Put Right shall not be
      exercisable if one or more of the Stockholders shall have received [(or be
      deemed to have received)] aggregate consideration of at least five million
      dollars ($5,000,000) on account of or with respect to the sale, transfer,
      redemption or other disposition of some or all of the Issued Shares.


     

    (v) In
      the
      event that the Put Right is exercised, iDNA shall have up to one hundred and
      eighty (180) days to consummate a sale or other disposition of the Campus
      Corporations (or all or substantially all of the business and assets thereof)
      and use the net proceeds from such sale or other disposition to repurchase
      or be
      applied to repurchase the Issued Shares. In the event the aggregate amount
      required to be paid under this Section
      3(c)
      for the
      repurchase of any Issued Shares exceeds the amount of the net proceeds derived
      from such sale or other disposition, such excess shall be payable to the
      Stockholders in twenty-four (24) equal monthly installment to repurchase those
      Issued Shares that cannot be repurchased with such net proceeds.

     

    (d) Security
      for Obligations. Upon
      consummation of this agreement in order to secure the performance of its
      obligations under Section
      3
      above
      (such obligations, collectively, the “Secured
      Obligations”),
      (i)
      iDNA agrees to, and hereby does, pledge to the Stockholders all of iDNA’s right,
      title and interest in and to all of the capital stock of the Campus Corporations
      held by iDNA, (ii) iDNA shall cause each Campus Corporation to enter into a
      guaranty of the Secured Obligations (with such guaranty to be in such form
      and
      substance as the Stockholders may reasonably request) and (iii) iDNA shall
      cause
      each Campus Corporation to enter into a security agreement pursuant to which
      such Campus Corporation grants to the Stockholders a perfected first priority
      security interest in all of its assets to secure its guaranty (with such
      security agreement to be in such form and substance as the Stockholders may
      reasonably request). iDNA further agrees and covenants, in order to more fully
      confirm and evidence such pledge, to execute and deliver to the Stockholders
      a
      pledge agreement in such form and substance as the Stockholders may reasonably
      request (with it being agreed and understood that a pledge agreement that is
      in
      the form and substance of the Pledge Agreement, subject to modification to
      reflect the foregoing agreement, shall be deemed to be reasonable). It is
      further agreed and understood that a guaranty that is in the form and substance
      of the Surety Agreement, subject to modification to reflect the foregoing
      agreement, shall be deemed to be reasonable, and that a security agreement
      that
      is in the form and substance of the Security Agreement, subject to modification
      to reflect the foregoing agreement, shall be deemed to be
      reasonable.

     

    4. Continued
      Exercise of Management Control.
      Campus
      shall continue to have the authority to manage the business and affairs of
      the
      Campus Corporations as contemplated by, but subject to the terms and condition
      of, the employment agreement (Exhibit C) until the
      earliest to occur of (i) the redemption of all Issued Shares (exclusive of
      any
      Sold Shares, Precluded Shares or Declined Shares) pursuant to Section
      3(a),
      (ii)
      the lapse of the Put Right without it having been exercised or (iii) the
      fulfillment of iDNA’s obligations, inclusive of the sale of the Campus
      Corporations, under Section
      3(c)
      if the
      Put Right is timely exercised. 

     

    
      
        
        

      

      
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    5. Miscellaneous
      Provisions.
      

     

    (a) Notices.
      All
      notices and other communications required or provided for hereunder shall be
      in
      writing and shall be sufficiently given if given a provided in Section 10.2
      of
      the Stock Purchase Agreement and shall be deemed to have been duly given as
      such
      time as provided under such Section 10.2.

     

    (b) Severability.
      The
      provisions of this Agreement shall be deemed severable, and the invalidity
      or
      unenforceability of any term or provision hereof shall not affect the validity
      or enforceability of this Agreement or any of the other terms or provisions
      hereof. Furthermore, in lieu of any such invalid or unenforceable term or
      provision, the Parties intend that there shall be added, as a part of this
      Agreement, a provision as similar in terms to such invalid or unenforceable
      provision as may be possible and be valid and enforceable.

     

    (c) Integration.
      This
      Agreement constitutes the entire agreement, and supersedes all other prior
      agreements, representations, warranties and undertakings, both written and
      oral,
      among the Parties with respect to the subject matter hereof.

     

    (d) No
      Third Party Beneficiaries.
      This
      Agreement is not intended to confer upon any other person or entity any rights
      or remedies hereunder.

     

    (e) Assignment.
      This
      Agreement shall not be assigned by operation of law or otherwise, and any effort
      or attempt of any Party to assign this Agreement without the prior written
      consent of the other Parties shall be null and void and of no force or effect.
      iDNA’s consent to assignments, if any, between and among the Shareholders shall
      not be unreasonably withheld.

     

    (f) Further
      Assurances.
      Upon
      the request of any Party, the other Parties shall execute and deliver such
      instruments, documents and other writings as may be reasonably necessary or
      desirable to confirm and carry out, and to effectuate fully, the intent and
      purposes of this Agreement.

     

    (g) Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and be enforceable against the Parties and
      their
      respective heirs, administrators, legal representatives, successors and assigns
      and shall inure to the benefit of and be enforceable by the Parties and their
      respective heirs, administrators, legal representatives, successors and
      permitted assigns.

     

    (h) Amendment.
      This
      Agreement may not be amended except by an instrument in writing approved by
      the
      Parties and signed on behalf of each of the Parties.

     

    (i) Non-Waiver.
      Failure
      to insist upon strict compliance with any of the terms, covenants or conditions
      hereof shall not be deemed a waiver of such term, covenant or condition, nor
      any
      waiver or relinquishment of any rights or power at any other time or
      times.

     

    (j) Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which taken together shall constitute one and
      the
      same instrument.

     

    
      
        
        

      

      
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    (i) GOVERNING
      LAW; WAIVER
      OF JURY TRIAL; CONSENT TO JURISDICTION.
      EACH
      OF THE PARTIES EXPRESSLY WAIVES ITS OR HIS RIGHT TO A JURY TRIAL WITH RESPECT
      TO
      ANY SUIT, LITIGATION OR OTHER JUDICIAL PROCEEDING REGARDING THIS AGREEMENT
      OR
      ANY DISPUTE HEREUNDER OR RELATING HERETO. This
      Agreement shall be governed by, interpreted under and construed in accordance
      with the internal laws of the State of New York applicable to contracts executed
      and to be performed wholly in that State without giving effect to the choice
      or
      conflict of laws principles or provisions thereof, except to the extent any
      provision hereof must be governed by, interpreted under or construed in
      accordance with the laws of the State of Delaware. Each of the Parties agrees
      that any dispute under or with respect to this Agreement shall be determined
      before the state or federal courts situated in the City, County and State of
      New
      York, which courts shall have exclusive jurisdiction over and with respect
      to
      any such dispute, and each of the Parties hereby irrevocably submits to the
      jurisdiction of such courts. Each Party hereby agrees not to raise any defense
      or objection, under the theory of forum
      non conveniens
      or
      otherwise, with respect to the jurisdiction of any such court.

     

    (ii) Adjustments
      on Account of Stock Splits, Etc.
      References herein to the Issued Shares refer to and include (a) the two million
      five hundred thousand (2,500,000) shares of the Common Stock provided to be
      issued to the Stockholder pursuant to Section
      2(a),
      (b) an
      shares of Common Stock issued as a stock dividend on or with respect to such
      shares and (c) any of the foregoing as they have been appropriately adjusted
      for
      stock splits, reverse stock splits or any similar events. 

     

    [signatures
      appear on the following page.]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


     IN
      WITNESS WHEREOF,
      Campus
      has executed this Agreement on the date first written above and each of iDNA
      and
      the Trusts has caused this Agreement to be executed on the date first written
      above by its respective officer or other representative thereunder duly
      authorized.

     

    
      	
              iDNA,
                INC.,

            
	
              a
                Delaware corporation

            
	 	 
	
              By:

            	  

	 	
              Name:

            
	 	
              Title:

            
	 
	 

	
              
                STEVEN
                  CAMPUS

              

            
	 
	
              
                CAMPUS
                  FAMILY 2000 TRUST

              

            
	 
	
              By:

            	  

	 	
              Name:
                Steven Campus

            
	 	
              Title:
                Trustee

            
	 	 
	
              TRUST
                ESTABLISHED UNDER 

              THE
                WILL OF NANCY CAMPUS

            
	 	 
	
              By:

            	  

	 	
              Name:
                Steven Campus

            
	 	
              Title:
                Trustee

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    Purchase
      Price and Related Rental and Other Compensation

    


    
      	
              Description
                

            	 	
              Amount
                

            	 	
              Total
                

            	 
	
              Cash
                paid at closing 

            	 	
              $

            	
              2,825,000.00

            	 	 	 	 
	
              Repayment
                of shareholder loans 

            	 	
              $

            	
              1,256,436.00

            	 	 	 	 
	
              Principal
                Payments of $12.6 million in Notes 

            	 	
              $

            	
              984,117.27

            	 	 	 	 
	
              Interest
                payments on Notes 

            	 	
              $

            	
              636,035.68

            	 	
              $

            	
              5,701,588.95

            	 
	 	 	 	 	 	 	 	 
	
              Rental
                & property tax payments since acquisition 

            	 	 	 	 	
              $

            	
              1,163,087.31

            	 
	 	 	 	 	 	 	 	 
	
              Total
                remuneration to date 

            	 	 	 	 	
              $

            	
              6,864,676.26

            	 


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    Reduction
      of Outstanding Amounts of the Promissory Notes

     

    
      	
              Promissory
                Note

            	 	
              Outstanding

              Principal Amount prior to
                Reduction

            	 	
              Outstanding
                

              Principal Amount after
                

              Reduction

            	 
	
              Campus
                Base Purchase Price Note

            	 	
              $

            	
              3,308,771.95

            	 	
              $

            	
              102,152.44

            	 
	
              Family
                Trust Base Purchase Price Note

            	 	
              $

            	
              881,620.26

            	 	
              $

            	
              27,218.46

            	 
	
              Shelter
                Trust Base Purchase Price Note

            	 	
              $

            	
              1,856,057.45

            	 	
              $

            	
              57,302.47

            	 
	
              Campus
                Trailing Note

            	 	
              $

            	
              1,792,164.00

            	 	
              $

            	
              55,329.87

            	 
	
              Family
                Trust Trailing Note

            	 	
              $

            	
              477,521.00

            	 	
              $

            	
              14,742.61

            	 
	
              Shelter
                Trust Trailing Note

            	 	
              $

            	
              1,005,315.00

            	 	
              $

            	
              31,037.31

            	 
	
              Convertible
                Note

            	 	
              $

            	
              2,825,000.00

            	 	
              $

            	
              87,216.84

            	 
	
              Total

            	 	
              $

            	
              12,146,449.66

            	 	
              $

            	
              375,000.00

            	 


    

     

    
      
        
        

      

      
        12