Execution
      Version


    


    AGREEMENT
      AND PLAN OF MERGER

    


    DATED
      AS OF AUGUST 18, 2008

    


    BY
      AND AMONG

    


    ANAREN,
      INC., A NEW YORK CORPORATION,

    


    ANAREN
      ACQUISITION, INC., A COLORADO CORPORATION,

    


    UNICIRCUIT,
      INC., A COLORADO CORPORATION

    


    AND

    


    OWEN
      AGENCY, LLC, A COLORADO LIMITED LIABILITY COMPANY, AS STOCKHOLDERS’
AGENT

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Execution
      Version


    TABLE
      OF CONTENTS

    
      

        
          	 	 	
                  Page:

                
	
                  §1.

                	
                  Certain
                    Definitions

                	
                  2

                
	 	 	 
	
                  §2.

                	
                  Merger;
                    Merger Consideration; Closing

                	
                  11

                
	
                  (a)

                	
                  Effective
                    Time

                	
                  11

                
	
                  (b)

                	
                  Surviving
                    Corporation

                	
                  11

                
	
                  (c)

                	
                  Articles
                    of Incorporation

                	
                  11

                
	
                  (d)

                	
                  By-Laws

                	
                  11

                
	
                  (e)

                	
                  Directors
                    and Officers

                	
                  11

                
	
                  (f)

                	
                  Effect
                    of Merger

                	
                  11

                
	
                  (g)

                	
                  Merger
                    Consideration

                	
                  11

                
	
                  (h)

                	
                  Cancellation
                    of Shares

                	
                  12

                
	
                  (i)

                	
                  Status
                    of Buyer Shares

                	
                  13

                
	
                  (j)

                	
                  Escrow
                    of Merger Consideration

                	
                  13

                
	
                  (k)

                	
                  Stockholders’
                    Agent

                	
                  14

                
	
                  (l)

                	
                  Closing

                	
                  15

                
	
                  (m)

                	
                  Deliveries
                    by the Company

                	
                  15

                
	
                  (n)

                	
                  Deliveries
                    by Buyer and Parent

                	
                  16

                
	
                  (o)

                	
                  Procedure
                    for Shares

                	
                  17

                
	
                  (p)

                	
                  Dissenting
                    Shares

                	
                  18

                
	 	 	 
	
                  §3.

                	
                  Representations
                    and Warranties of the Company

                	
                  18

                
	
                  (a)

                	
                  Organization
                    of the Company

                	
                  19

                
	
                  (b)

                	
                  Authorization
                    of Transaction

                	
                  19

                
	
                  (c)

                	
                  Non-contravention

                	
                  19

                
	
                  (d)

                	
                  Brokers’
                    Fees

                	
                  19

                
	
                  (e)

                	
                  The
                    Company Stock

                	
                  20

                
	
                  (f)

                	
                  No
                    Subsidiaries

                	
                  20

                
	
                  (g)

                	
                  Qualification

                	
                  20

                
	
                  (h)

                	
                  Capitalization

                	
                  20

                
	
                  (i)

                	
                  Financial
                    Statements

                	
                  20

                
	
                  (j)

                	
                  Events
                    Subsequent to Most Recent Fiscal Month End

                	
                  20

                
	
                  (k)

                	
                  Tax
                    Matters

                	
                  21

                
	
                  (l)

                	
                  Real
                    Property

                	
                  21

                
	
                  (m)

                	
                  Powers
                    of Attorney

                	
                  22

                
	
                  (n)

                	
                  Litigation

                	
                  22

                
	
                  (o)

                	
                  Employee
                    Benefit Plans and Related Matters

                	
                  22

                
	
                  (p)

                	
                  Certain
                    Business Relationships with the Company

                	
                  25

                
	
                  (q)

                	
                  Absence
                    of Undisclosed Liabilities

                	
                  25

                
	
                  (r)

                	
                  Absence
                    of Changes

                	
                  25

                
	
                  (s)

                	
                  Government
                    Approvals

                	
                  27

                
	
                  (t)

                	
                  Compliance
                    with Laws

                	
                  27

                
	
                  (u)

                	
                  Title
                    to Assets

                	
                  27

                
	
                  (v)

                	
                  Contracts

                	
                  27

                
	
                  (w)

                	
                  Intellectual
                    Property

                	
                  28

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

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                  (x)

                	
                  Real
                    Property Leases

                	
                  30

                
	
                  (y)

                	
                  Environmental
                    Matters

                	
                  30

                
	
                  (z)

                	
                  Employees,
                    Labor Matters, etc

                	
                  31

                
	
                  (aa)

                	
                  Insurance

                	
                  31

                
	
                  (bb)

                	
                  Product
                    and Service Warranties

                	
                  32

                
	
                  (cc)

                	
                  Product
                    Liability

                	
                  32

                
	
                  (dd)

                	
                  Inventory

                	
                  32

                
	
                  (ee)

                	
                  Receivables
                    and Payables

                	
                  32

                
	
                  (ff)

                	
                  No
                    Material Adverse Effect

                	
                  33

                
	
                  (gg)

                	
                  Suppliers
                    and Customers

                	
                  33

                
	
                  (hh)

                	
                  Indebtedness

                	
                  33

                
	
                  (ii)

                	
                  Government
                    Contracts

                	
                  33

                
	
                  (jj)

                	
                  Books
                    and Records

                	
                  35

                
	
                  (kk)

                	
                  Condition
                    of Assets

                	
                  35

                
	
                  (ll)

                	
                  Trade
                    Controls

                	
                  35

                
	
                  (mm)

                	
                  Ethical
                    Practices

                	
                  36

                
	
                  (nn)

                	
                  Stockholder
                    Voting Requirements

                	
                  36

                
	
                  (oo)

                	
                  SERP

                	
                  36

                
	
                  (pp)

                	
                  Disclosure

                	
                  36

                
	 	 	 
	
                  §4.

                	
                  Representations
                    and Warranties of Parent

                	
                  36

                
	
                  (a)

                	
                  Organization
                    of Parent and Buyer

                	
                  36

                
	
                  (b)

                	
                  Authorization
                    of Transaction

                	
                  36

                
	
                  (c)

                	
                  Non-contravention

                	
                  37

                
	
                  (d)

                	
                  Brokers’
                    Fees

                	
                  37

                
	
                  (e)

                	
                  Disclosure

                	
                  37

                
	 	 	 
	
                  §5.

                	
                  Pre-Closing
                    Covenants

                	
                  37

                
	
                  (a)

                	
                  General

                	
                  37

                
	
                  (b)

                	
                  Notices
                    and Consents

                	
                  37

                
	
                  (c)

                	
                  Operation
                    of Business

                	
                  38

                
	
                  (d)

                	
                  Preservation
                    of Business

                	
                  38

                
	
                  (e)

                	
                  Full
                    Access

                	
                  38

                
	
                  (f)

                	
                  Notice
                    of Developments

                	
                  38

                
	
                  (g)

                	
                  Exclusivity

                	
                  38

                
	
                  (h)

                	
                  Maintenance
                    of Real Property

                	
                  38

                
	
                  (i)

                	
                  Leases

                	
                  39

                
	
                  (j)

                	
                  Title
                    Insurance, Surveys and Certificate of Compliance

                	
                  39

                
	
                  (k)

                	
                  The
                    Company’s Stockholders’ Meeting

                	
                  39

                
	
                  (l)

                	
                  Employment
                    Agreements

                	
                  39

                
	
                  (m)

                	
                  Identified
                    Liabilities

                	
                  39

                
	
                  (n)

                	
                  Line
                    of Credit.

                	
                  39

                
	
                  (o)

                	
                  Adjustments

                	
                  39

                
	
                  (p)

                	
                  Letters
                    of Credit

                	
                  39

                
	
                  (q)

                	
                  Transaction
                    Expenses

                	
                  39

                
	
                  (r)

                	
                  Termination
                    of Certain Equity Based Rights and Certain Bonus
                    Participation

                	
                  39

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
           

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                  §6.

                	
                  Post-Closing
                    Covenants

                	
                  40

                
	
                  (a)

                	
                  General

                	
                  40

                
	
                  (b)

                	
                  Litigation
                    Support

                	
                  40

                
	
                  (c)

                	
                  Transition

                	
                  40

                
	
                  (d)

                	
                  Satisfaction
                    of Real Estate Mortgage Loan

                	
                  40

                
	
                  (e)

                	
                  No
                    338 Election

                	
                  40

                
	 	 	 
	
                  §7.

                	
                  Conditions
                    to Obligation to Close

                	
                  41

                
	
                  (a)

                	
                  Conditions
                    to Buyer’s Obligation

                	
                  41

                
	
                  (b)

                	
                  Conditions
                    to the Company’s Obligation

                	
                  43

                
	 	 	 
	
                  §8.

                	
                  Remedies
                    for Breaches of this Agreement

                	
                  44

                
	
                  (a)

                	
                  Survival
                    of Representations and Warranties

                	
                  44

                
	
                  (b)

                	
                  Tipping
                    Basket

                	
                  44

                
	
                  (c)

                	
                  Indemnification
                    Provisions for Buyer Indemnitees’ Benefit

                	
                  44

                
	
                  (d)

                	
                  Indemnification
                    Provisions for the Stockholders’ Benefit

                	
                  45

                
	
                  (e)

                	
                  Limitations
                    for Adjustment Items

                	
                  45

                
	
                  (f)

                	
                  Matters
                    Involving Third Parties

                	
                  45

                
	
                  (g)

                	
                  Purchase
                    Price Adjustment

                	
                  47

                
	
                  (h)

                	
                  Other
                    Indemnification Provisions

                	
                  47

                
	 	 	 
	
                  §9.

                	
                  Tax
                    Matters.

                	
                  47

                
	
                  (a)

                	
                  Straddle
                    Period

                	
                  47

                
	
                  (b)

                	
                  Responsibility
                    for Filing Tax Returns

                	
                  47

                
	
                  (c)

                	
                  Cooperation
                    on Tax Matters

                	
                  47

                
	
                  (d)

                	
                  Certain
                    Taxes and Fees

                	
                  48

                
	 	 	 
	
                  §10.

                	
                  Termination

                	
                  48

                
	
                  (a)

                	
                  Termination
                    of Agreement

                	
                  48

                
	
                  (b)

                	
                  Effect
                    of Termination

                	
                  49

                
	
                  (c)

                	
                  Fiduciary
                    Duties

                	
                  49

                
	 	 	 
	
                  §11.

                	
                  Miscellaneous

                	
                  50

                
	
                  (a)

                	
                  Press
                    Releases and Public Announcements

                	
                  50

                
	
                  (b)

                	
                  No
                    Third-Party Beneficiaries

                	
                  50

                
	
                  (c)

                	
                  Entire
                    Agreement

                	
                  50

                
	
                  (d)

                	
                  Succession
                    and Assignment

                	
                  50

                
	
                  (e)

                	
                  Counterparts

                	
                  51

                
	
                  (f)

                	
                  Headings

                	
                  51

                
	
                  (g)

                	
                  Notices

                	
                  51

                
	
                  (h)

                	
                  Governing
                    Law

                	
                  52

                
	
                  (i)

                	
                  Specific
                    Performance

                	
                  52

                
	
                  (j)

                	
                  Submission
                    to Jurisdiction

                	
                  52

                
	
                  (k)

                	
                  Amendments
                    and Waivers

                	
                  53

                
	
                  (l)

                	
                  Severability

                	
                  53

                
	
                  (m)

                	
                  Expenses

                	
                  53

                
	
                  (n)

                	
                  Construction

                	
                  53

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

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                  (o)

                	
                  Incorporation
                    of Exhibits, Annexes, and Schedules

                	
                  53

                
	
                  (p)

                	
                  Time
                    of the Essence

                	
                  53

                


        

      

    

     

    EXHIBITS

    

      
        	
                Exhibit
                  A

              	
                Form
                  of Statement of Merger

              
	
                Exhibit
                  B

              	
                Form
                  of Employment Agreement for Kerry Bode

              
	
                Exhibit
                  C

              	
                Form
                  of Employment Agreement for Lance Riley

              
	
                Exhibit
                  D

              	
                Form
                  of Employment Agreement for Ty Gragg

              
	
                Exhibit
                  E

              	
                Form
                  of Employment Agreement for Anthony Carfagna

              
	
                Exhibit
                  F

              	
                Opinion
                  of Unicircuit Counsel

              
	
                Exhibit
                  G

              	
                Opinion
                  of Buyer’s Counsel

              
	
                Exhibit
                  H

              	
                Escrow
                  Agreement

              
	
                Exhibit
                  I

              	
                Paying
                  Agent Agreement

              
	
                Exhibit
                  J

              	
                Financial
                  Statements of Unicircuit

              


      

    

    


    Company
      Disclosure Schedule

    


    Buyer
      Disclosure Schedule

    


    Schedule
      §5(o)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Execution
      Version


    AGREEMENT
      AND PLAN OF MERGER

     

    AGREEMENT
      AND PLAN OF MERGER, dated as of August 18, 2008, by and among Anaren, Inc.,
      a
      New York Corporation (the “Parent”),
      Anaren Acquisition, Inc., a Colorado corporation (the “Merger
      Sub”
or
      “Buyer”),
      Unicircuit, Inc., a Colorado corporation (“Unicircuit”
or
      the
“Company”),
      and
      Owen Agency, LLC, a Colorado limited liability company as Stockholders’ Agent
      (collectively, the “Parties”).

    


    R
      E C
      I T A L S

     

    A. The
      Company is in the business of manufacturing complex printed circuit boards
      (the
“Business”);
      and

     

    B. Buyer
      and
      the Company desire to consummate a business combination in a transaction
      whereby, upon the terms and subject to the conditions set forth in this
      Agreement, Buyer will merge with and into the Company (the “Merger”),
      each
      holder of common and preferred stock of the Company (the “Company
      Stock”)
      will
      be entitled to receive his, her, or its share of the Merger Consideration as
      provided herein and subject to the terms hereof, and the Company will be the
      surviving corporation in the Merger; and

     

    C. The
      Board
      of Directors of the Company has unanimously determined and resolved that the
      Merger and all of the transactions contemplated by this Agreement are in the
      best interest of the holders of all of the issued and outstanding shares of
      capital stock of the Company (the “Shares”),
      and
      has approved this Agreement in accordance with the Colorado Business Corporation
      Act, as amended (the “CBCA”);
      and

     

    D. The
      Board
      of Directors of Buyer has unanimously determined and resolved that the Merger
      and all of the transactions contemplated by this Agreement are in the best
      interest of the holder of all of the issued and outstanding shares of capital
      stock of Buyer, and that the Merger is fair and advisable, and has approved
      and
      adopted this Agreement in accordance with the CBCA; and

     

    E. Each
      of
      the Parties desire to make certain representations, warranties and agreements
      in
      connection with the Merger and also to prescribe various conditions thereto;
      and

     

    F. As
      an
      inducement for Buyer to enter into this Agreement, and as a condition to the
      closing of the transactions contemplated hereby, Kerry Bode, Lance Riley, Ty
      Gragg and Anthony Carfagna have each agreed to enter into the Employment
      Agreements attached hereto as Exhibits B, C, D and E, respectively;
      and

     

    G. Buyer
      and
      the Company have taken all other action or intend to take all action necessary
      in connection with the execution of this Agreement and the transactions
      contemplated hereby, including without limitation, obtaining all consents and
      approvals required in connection herewith.


    
      
         

      

      
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    Execution
      Version

     

    W
      I T
      N E S S E T H

     

    For
      good
      and valuable consideration, the adequacy and receipt of which are hereby
      acknowledged, the Parties, intending to be legally bound, hereby agree as
      follows:

     

    §1. Certain
      Definitions

     

    As
      used
      in this Agreement each of the following terms shall have the following
      meaning:

     

    Adverse
      Consequences
      shall
      mean all actions, suits, proceedings, hearings, investigations, charges,
      complaints, claims, demands, injunctions, judgments, orders, decrees, rulings,
      damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities,
      obligations, Taxes, liens, Encumbrances, losses, expenses, and fees, including
      court costs and reasonable attorneys’ fees and expenses.

     

    Affiliate
      shall
      mean an affiliate of an individual or entity as the term “affiliate” is defined
      in the rules and regulations promulgated under the Securities Act of 1933,
      as
      amended.

     

    Agreement
      shall
      mean this Agreement and Plan of Merger and all schedules and exhibits
      hereto.

     

    Audit
      shall
      mean any audit, assessment of Taxes, any other examination or claim by any
      Tax
      Authority, judicial, administrative or other proceeding or litigation (including
      any appeal of any such judicial, administrative or other proceeding or
      litigation) relating to Taxes and/or Tax Returns.

     

    Balance
      Sheet
      shall
      mean the audited balance sheet of the Company dated as of December 31,
      2007.

     

    Business shall
      have the meaning provided such term in Recital Paragraph A.

     

    Buyer shall
      have the meaning provided such term in the preamble to this
      Agreement.

     

    Buyer
      Disclosure Schedule
      means
      the disclosure schedule of Buyer that is part of this Agreement and relates
      to
§4 of this Agreement.

     

    Buyer
      Indemnitees
      shall
      have the meaning set forth in §8(c). 

     

    CBCA shall
      have the meaning provided such term in Recital Paragraph C.

     

    Closing
      shall
      have the meaning set forth in §2(l) 

     

    Closing
      Date shall
      have meaning set forth in §2(k).

     

    Closing
      Date Cash Consideration
      has the
      meaning set forth in §2(g)(1).

     

    Closing
      Schedule
      - see
“Transaction Expenses” defined below.


    
      
         

      

      
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    Execution
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    CO
      Secretary
      shall
      have meaning set forth in §2(a).

     

    Code
      shall
      mean the Internal Revenue Code of 1986, as amended.

     

    Company shall
      have the meaning provided such term in the preamble to this
      Agreement.

     

    Company
      Disclosure Schedule
      shall
      mean the disclosure schedule of the Company that is part of this Agreement
      and
      relates to §3 of this Agreement.

     

    Company
      Indemnitees
      shall
      have the meaning set forth in §8(d).

     

    Company
      Stock shall
      have the meaning provided such term in Recital Paragraph B.

     

    Computer
      Equipment
      shall
      mean all computer equipment, devices and accessories (including, but not limited
      to, personal computers, workstations, servers, data processing hardware and
      related telecommunications equipment, media (e.g. CD Rom, floppy disks and
      tapes)) used in Business.

     

    Confidential
      Information
      shall
      mean technical, commercial, marketing, strategic, business or other information,
      data, plans and material of the kind either identified as confidential or
      proprietary or which a reasonable person would recognize to be confidential
      or
      proprietary, either from its nature or the manner of its disclosure including,
      but not limited to, any process, design, formula, know-how, information,
      invention, trade secret, Technology, Programs, list of customers, product
      documentation, development work, lead list or research, marketing or other
      data
      which has not entered the public domain.

     

    Contract
      shall
      mean, with respect to a Party, any contract, license agreement, commitment,
      obligation, lease, or restriction of any kind to which such Party is a party
      or
      by which such Party is bound or to which any of such Party’s assets are subject,
      including but not limited to, Third-Party Licenses.

     

    Disclosure
      Schedule
      shall
      mean Buyer Disclosure Schedule or the Company Disclosure Schedule, as the
      context requires.

     

    Dissenting
      Shares
      shall
      have the meaning set forth in §2(p). 

     

    Employment
      Agreements
      shall
      mean the Kerry Bode Employment Agreement, the Lance Riley Employment Agreement,
      the Ty Gragg Employment Agreement and the Anthony Carfagna Employment Agreement
      all as described in more detail in §2(l) below.

     

    Effective
      Time
      shall
      have meaning set forth in §2(a).

     

    Encumbrance
      shall
      mean any assessment, claim, mortgage, pledge, lien, security or other third
      party right or interest of any kind whatsoever, conditional sales agreement,
      option, right
      of
      first refusal, right of repurchase, encumbrance
      or charge of any kind affecting real or personal property, other than the
      Permitted Encumbrances.


    
      
         

      

      
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    Execution
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    Environmental
      Claims
      shall
      mean any and all claims, actions, causes of action, or other written notices
      by
      any person or entity alleging potential liability (including, but not limited
      to, potential liability for investigatory costs, cleanup costs, governmental
      response costs, natural resources damages, property damages, personal injuries,
      or civil or criminal penalties) arising out of or resulting from (i)
      circumstances forming the basis of any violation of any Environmental Laws
      or
      (ii) any releases of Hazardous Materials at any real property or from any
      personal property presently or formerly owned, leased or managed by the Company
      or at any disposal facility which may have received Hazardous Materials
      generated by the Company.

     

    Environmental
      Laws
      shall
      mean any applicable federal, state, local or foreign law, judicial decision,
      regulation, rule, judgment, order, decree, injunction, Permit or governmental
      restriction, each as in effect on or prior to the Closing Date, relating to
      the
      environment, safety or health, including, without limitation, the Comprehensive
      Environmental Response Compensation and Liability Act, the Superfund Amendments
      and Authorization Act of 1986, the Occupational Safety and Health Act, the
      Resource Conservation and Recovery Act, the Federal Water Pollution Control
      Act,
      the Safe Drinking Water Act, the Toxic Substances Control Act, the Emergency
      Planning and Community Right-to-Know Act, the Clean Air Act, the Federal
      Insecticide Fungicide and Rodenticide Act, the Oil Pollution Act, and equivalent
      or additional state and local laws.

     

    Environmental
      Permits
      shall
      mean Permits, certificates, registrations or other documents required by or
      otherwise issued pursuant to Environmental Laws.

     

    ERISA
      shall
      mean the Employee Retirement Income Security Act of 1974, as
      amended.

     

    ERISA
      Affiliate
      shall
      mean any trade or business (whether or not incorporated) that is treated as
      a
      single employer together with the Company under Code § 414.

     

    Escrow shall
      have the meaning set forth in §2(j)(1).

     

    Escrow
      Agent shall
      have the meaning set forth in §2(j)(1).

     

    Escrow
      Agreement shall
      have the meaning set forth in §2(j)(1).

     

    Escrow
      Fund shall
      have the meaning set forth in §2(j)(1).

     

    Facility
      or Facilities
      shall
      have the set forth set forth in §3(y)(3).

     

    FCPA
      shall
      have the meaning set forth in §3(mm).

     

    Final
      Month shall
      have the meaning set forth in §2(g)(4).

     

    Financial
      Statements shall
      have the meaning set forth in §3(i).

     

    GAAP shall
      mean generally accepted accounting principles as in effect in the United
      States.


    
      
         

      

      
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    Governmental
      Authorizations
      shall
      mean all governmental approvals, authorizations, certifications, consents,
      variances, permissions, licenses, directives, and Permits to or from, or
      filings, notices, or recordings to or with United States federal, state, and
      local governmental authorities.

     

    Hazardous
      Materials
      shall
      mean (a) any element, compound, or chemical that is defined, listed or otherwise
      classified as a contaminant, pollutant, toxic pollutant, toxic chemical, toxic
      or hazardous substance, extremely hazardous substance, radioactive material,
      hazardous waste, bio-hazardous or infectious waste, special waste, or solid
      waste under Environmental Laws; (b) oil, petroleum, petroleum-based or
      petroleum-derived products; (c) polychlorinated biphenyls; and (d) any
      asbestos-containing materials.

     

    Improper
      Payment Laws
      shall
      have the meaning set forth in §3(mm).

     

    Indemnified
      Party shall
      have the meaning set forth in §8(f)(1).

     

    Indemnifying
      Party shall
      have the meaning set forth in §8(f)(1).

     

    Identified
      Liabilities shall
      mean, if any: any line of credit balance, all accrued but unpaid dividends
      on
      the Company Stock; contractual payments of the Company to Kerry Bode upon the
      consummation of the transactions contemplated by this Agreement and the Related
      Documents; all amounts owed by the Company under any Plans through the Closing
      Date, including amounts owed to any Person under the Unicircuit, Inc. 2004
      Stock
      Incentive Plan, the related stock purchase agreements and any other related
      documents; and any stub or “short year” income Tax liabilities of the Company
      through the Closing Date.

     

    Intellectual
      Property
      shall
      mean all intellectual property and all rights therein, whether common law,
      statutory or otherwise, domestic and foreign, and all registrations and
      registration applications for any such rights, including, but not limited
      to:

     

    (1) United
      States Letters Patent, any non-U.S. patents, and any and all reissues,
      divisions, continuations, continuations-in-part, re-examinations, renewals,
      extensions and substitutes thereof, any applications therefor, and all non-U.S.
      counterparts of the foregoing (including, in the case of patent applications,
      international or multi-national applications filed in accordance with Chapter
      II
      of the Patent Cooperation Treaty or any other multi-lateral
      agreement);

     

    (2) service
      marks, trademarks, trade names, brands, product and service names, logos and
      other distinctive identifications used in commerce, whether in connection with
      products or services, together with all goodwill related to any of the
      foregoing;

     

    (3) copyrights;

     

    (4) domain
      names (uniform resource locators);

     

    (5) Technology
      and the copyright and/or patents in any fixations of the Technology;
      and


    
      
         

      

      
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    Execution
      Version

     

    (6) Confidential
      Information and the copyright in any fixations of the Confidential
      Information.

     

    Intracompany
      Arrangement shall
      have the meaning set forth in §3(p).

     

    Investment
      shall
      mean, as applied to any Person, (i) any direct or indirect ownership, purchase
      or other acquisition by such Person of any notes, obligations, instruments,
      stock, securities or ownership interest (including partnership interests and
      joint venture interests) of any Person and (ii) any capital contribution by
      such
      Person to any other Person.

     

    Knowledge
      means,
      with respect to the Company, the actual knowledge of any executive officer
      or
      director of the Company after due inquiry and investigation,
      which includes diligent review of files and books and records and the making
      of
      reasonable inquiry of the directors, officers and managers (and for this purpose
      Anthony Carfagna shall be considered a manager) of the Company and its
      Affiliates, who have knowledge of, responsibility for, or control over the
      relevant subject matter, and the awareness that such individuals could
      reasonably be expected to have acquired in the course of having acted in such
      capacity with the care that an ordinarily prudent person in a like position
      would use.

     

    Leases
      shall
      mean all lease agreements to which the Company is party.

     

    Leased
      Real Property shall
      mean all real property, in each case which is subject to a leasehold interest
      to
      which the Company is a party.

     

    Leased
      Tangible Property
      shall
      mean all Computer Equipment and other machinery, furniture, equipment and other
      tangible personal property, in each case which is subject to a leasehold
      interest held by the Company.

     

    Licensed
      Intellectual Property
      shall
      mean Intellectual Property which the Company uses or has the right to use,
      in
      each case pursuant to Third-Party Licenses.

     

    Litigation shall
      have the meaning set forth in §3(n).

     

    Material
      Adverse Effect
      shall
      mean, with respect to a Party, a material adverse effect on the assets,
      business, condition (financial or otherwise), prospects or results of operations
      of such Party and its Subsidiaries, taken as a whole, or a material adverse
      effect on such Party’s ability to consummate the transactions contemplated
      hereby. 

     

    Merger shall
      have the meaning set forth in Recital Paragraph B.

     

    Merger
      Consideration
      shall
      have the meaning set forth in §2(g).

     

    Merger
      Sub shall
      have the meaning provided such term in the preamble to this
      Agreement.

     

    Most
      Recent Financial Statements shall
      have the meaning set forth in §3(i).

     

    Most
      Recent Fiscal Month End shall
      have the meaning set forth in §3(i).


    
      
         

      

      
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    Execution
      Version

     

    Net
      Book Value shall
      mean the Stockholders’ equity of the Company determined in accordance with GAAP
      as of the Closing Date, provided, notwithstanding the foregoing, to the extent
      not included by GAAP, the Identified Liabilities, the Real Estate Mortgage
      Loan,
      the unpaid Transaction Expenses, and any other amounts explicitly set forth
      in
      this Agreement, shall be included as liabilities for purposes of calculating
      Net
      Book Value and, provided, further, that solely for purposes of calculating
      the
      Net Book Value, the amount of the liability, write-off and/or reserve for each
      item referred to in Schedule §5(o) shall equal the amount of such item as set
      forth on Schedule §5(o) immediately before the adjustment required by Section
§5(o), plus one-half (1/2) of the difference between the amount of such item
      after the adjustment required by Section §5(o) and the amount of such item set
      forth on Schedule §5(o) immediately before such adjustment. (e.g., if
      immediately before the adjustments required by Section §5(o) the reserve for
      research and development tax credits is $50,000 and it is to be adjusted to
      be
      $400,000, for purposes of calculating the Net Book Value, the reserve for
      research and development tax credits is $225,000 (i.e., $50,000 + (($400,000
      -
      $50,000) ÷ 2))).

     

    Net
      Book Value Range
      shall
      mean the Net Book Value of the Company being no less than Ten Million One
      Hundred Thousand Dollars ($10,100,000) and no greater than Ten Million Nine
      Hundred Thousand Dollars ($10,900,000).

     

    Owned
      Intellectual Property
      shall
      mean Intellectual Property (i) created or developed by employees of the Company
      or (ii) to which the Company has acquired, by purchase, assignment or other
      transfer the unconditional, unrestricted, exclusive right to control or prevent
      any and all use of such Intellectual Property by others without any consent
      or
      approval of or payment to any other Person.

     

    Owned
      Real Property shall
      mean all real property owned in fee simple by the Company.

     

    Owned
      Tangible Property
      shall
      mean all Computer Equipment and other machinery, furniture, fixtures, equipment
      and other tangible personal property owned by the Company.

     

    Parent
      shall
      have the meaning provided such term in the preamble to this
      Agreement.

     

    Parties shall
      have the meaning provided such term in the preamble to this
      Agreement.

     

    Paying
      Agent
      shall
      mean Manufacturers and Traders Trust Company.

     

    Paying
      Agent Agreement
      shall
      mean Paying Agent Agreement dated as of the date hereof by and among Parent,
      Stockholders’ Agent, the Company and Manufacturers and Traders Trust Company,
      substantially in the form attached hereto as Exhibit
      I.

     

    Permit
      shall
      mean any license, franchise, permit, consent, order, approval, certificate,
      authorization or registration from, of or with a governmental
      entity.

     

    Permitted
      Encumbrances
      shall
      mean (a) statutory Encumbrances for current Taxes, special assessments or other
      governmental charges not yet due and payable or the amount or validity of which
      is being contested in good faith by appropriate proceedings and for which
      appropriate reserves have been established in accordance with U.S. generally
      accepted accounting principles, (b) mechanics’, materialmen’s, carriers’,
      workers’, repairers’ and similar statutory Encumbrances arising or incurred in
      the ordinary course of business which Encumbrances secure obligations that
      are
      not overdue by more than thirty (30) days or are being contested in good faith,
      (c) deposits or pledges made in connection with, or to secure payment of,
      worker’s compensation, unemployment insurance, old age pension programs mandated
      under applicable legal requirements or other social security, (d) restrictions
      on the transfer of securities arising under federal and state securities laws,
      and (e) lien
      of
      the
      Real
      Estate Mortgage Loan.


    
      
         

      

      
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    Execution
      Version

     

    Person
      shall
      mean an individual, partnership, corporation, limited liability company,
      association, joint stock company, trust, joint venture, unincorporated
      organization or governmental entity or any department, agency or political
      subdivision thereof.

     

    Plan shall
      have the meaning set forth in §3(o)(1).

     

    Prohibited
      Person
      means a
      Person who or which has been convicted of a felony crime of dishonesty, breach
      of trust or similar crime in a state or federal jurisdiction.

     

    Real
      Estate Mortgage Loan
      shall
      mean the real estate mortgage loan on the Company’s Littleton, Colorado
      headquarters building and property which has a currently outstanding principal
      balance of One Million Three Hundred Twenty Two Thousand Dollars ($1,322,000)
      as
      of December 31, 2007 payable to American Life Insurance Company at an interest
      rate per annum of 6.7% maturing May 26, 2014.

     

    Real
      Property
      means
      all fee or leasehold interests, easements, real estate licenses, right to access
      and other rights with respect to real property.

     

    Related
      Documents
      shall
      mean the Escrow Agreement, the Employment Agreements and all other agreements,
      instruments, documents and certificates to be executed and delivered pursuant
      to
      this Agreement.

     

    Release
      shall
      mean any spilling, leaking, pumping, emitting, emptying, discharging, injecting,
      escaping, leaching, migrating, dumping, or disposing of Hazardous Materials
      (including the abandonment or discarding of barrels, containers or other closed
      receptacles containing Hazardous Materials) into the environment in violation
      of
      any applicable Environmental Law.

     

    Representatives
      shall
      mean the attorneys, accountants or other agents or employees of a Party to
      this
      Agreement.

     

    Selling
      Stockholders and
      Stockholders
      shall
      mean the holders of the issued and outstanding shares of the Company
      Stock.

     

    Shares shall
      have the meaning set forth in Recital Paragraph C.

     

    Software
      Programs
      shall
      mean computer programs and software and databases, together with all additional
      computer code, developed or acquired by or on behalf of the Company (including
      Intellectual Property in respect thereof and modifications or improvements
      by
      the Company to Licensed Intellectual Property) and including in each instance
      all Program Documentation with respect thereto.


    
      
         

      

      
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    Execution
      Version

     

    Software
      Program Documentation
      shall
      mean all records, technical and descriptive materials, documentation and
      procedures (including computerized records, if any) existing and relating to
      the
      creation, acquisition, design, development, programming, enhancement,
      modification, translation or other manipulation, operation, use or maintenance
      of any Program, and all embodiments and descriptions in any medium, including,
      but not limited to, all computer tapes, disks and CD-ROMs of any such Programs
      (including all prior versions).

     

    Southpark
      Covenants
      shall
      have the meaning set forth in §3(l)(1)(iii).

     

    Statement
      of Merger
      shall
      have meaning set forth in §2(a).

     

    Straddle
      Period shall
      have the meaning set forth in §9(a).

     

    Subsidiary
      shall
      mean with respect to any Person, each entity of which a majority of the voting
      power or equity interest is owned, directly or indirectly, by such
      Person.

     

    Superior
      Proposal shall
      have the meaning set forth in §10(c)(1).

     

    Surveys
      shall
      have meaning set forth in §7(a)(9).

     

    Surviving
      Corporation
      shall
      have the meaning ascribed to such term in §2(b).

     

    Tangible
      Property
      shall
      mean the Owned Tangible Property and the Leased Tangible Property.

     

    Tangible
      Property Leases
      shall
      mean any Contract granting a right to use Leased Tangible Property.

     

    Tax
      shall
      mean any federal, territorial, state, local or foreign income, gross receipts,
      license, payroll, wage, employment, excise, utility, communications, production,
      occupancy, severance, stamp occupation, premium, windfall profits,
      environmental, customs duties, capital stock, capital levy, franchise, profits,
      withholding, social security (or similar), unemployment, disability, real
      property, real property gains, recordation, business license, workers’
compensation, personal property, sales, use, transfer, registration, value
      added, ad valorem, alternative or add-on minimum, estimated, or other tax,
      fee,
      charge, premium, imposition of any kind whatsoever however denominated, imposed
      by any Tax Authority, together with any interest, penalties or other additions
      to tax and any interest on any such interest, penalties and additions to tax
      that may become payable in respect thereof.

     

    Tax
      Authority
      shall
      mean the Internal Revenue Service (“IRS”)
      and
      any other federal, territorial, state, local or foreign government and any
      agency, authority or political subdivision of any of the foregoing.

     

    Tax
      Law
      shall
      mean the Code, any federal, territorial, state, county, local or foreign laws
      related to Taxes and any regulations or official administrative pronouncements
      released under any thereof.


    
      
         

      

      
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    Execution
      Version

     

    Tax
      Returns
      shall
      mean all reports, estimates, declarations of estimated Tax, information
      statements and returns relating to, or required to be filed in connection with,
      any Taxes, including information returns or reports with respect to backup
      withholding and other payments to third parties.

     

    Taxable
      Period
      means
      any taxable year or any other period with respect to which any Tax may be
      imposed or a filing of Tax Returns may be required under any Tax
      Law.

     

    Technology
      shall
      mean all formulae; algorithms; processes; procedures; designs; ideas; concepts;
      strategic, business and other plans; research; inventions and invention
      disclosures (whether patentable or unpatentable); and all records of the
      foregoing, including, but not limited to, any laboratory notes; test,
      engineering and technical information, data and materials, know-how and
      methodologies; trade secrets; technology; web sites; communications and
      associates peripheral devices and resources; computer software, programs and
      code, both object and source, in whatever form and media; databases;
      specifications, software manuals and program documentation.

     

    Third-Party
      Claim shall
      have the meaning set forth in §8(f)(1).

     

    Tipping
      Basket
      shall
      have the meaning set forth in §2(j)(2).

     

    Title
      Commitments
      shall
      have meaning set forth in §7(a)(7).

     

    Title
      Company
      shall
      have meaning set forth in §7(a)(7).

     

    Title
      Policies
      shall
      have meaning set forth in §7(a)(8).

     

    Transaction
      Expenses shall
      mean (i) the aggregate attorneys’ and accountants’ fees and expenses incurred or
      to be incurred by the Company and the Stockholders’ Agent (that are required to
      be paid at or prior to the Closing), (ii) Taxes referred to in §9(d), in
      connection with the transactions contemplated by this Agreement and (iii) any
      other costs, expenses, fees, liabilities or obligations out of the ordinary
      course of business of the Company or are incurred in connection with the
      transactions contemplated by this Agreement and/or that are required to be
      paid
      at or prior to the Closing, including the Escrow Agent fees, the Paying Agent
      fees and the Stockholders’ Agent fees, but excluding the Real Estate Mortgage
      Loan. The Transaction Expenses shall be set forth on the closing schedule (the
      “Closing
      Schedule”).
      The
      Closing Schedule shall list (i) all of the Transaction Expenses, (ii) any
      portion of the Transaction Expenses that have been paid or advanced by the
      Company prior to the Closing Date, (iii) any Identified
      Liabilities
      that
      remain outstanding on the Closing Date, and (iv) the name, address, respective
      amounts and bank account information from (A) each recipient of Transaction
      Expenses and (B) the creditors owed the unpaid Identified
      Liabilities.

     

    Unicircuit shall
      have the meaning provided such term in the preamble to this
      Agreement.

     

    WARN
      Act shall
      mean the federal Worker Adjustment and Retraining Notification Act.

     

    
      
         

      

      
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    Execution
      Version

     

    §2. Merger;
      Merger Consideration; Closing

     

    (a) Effective
      Time.
      Upon
      the terms and subject to the conditions set forth in this Agreement, at the
      time
      of the Closing, the Parties shall cause the Merger to be consummated by filing
      with the Secretary of State of the State of Colorado (the “CO
      Secretary”)
      the
      Statement of Merger (the “Statement
      of Merger”),
      substantially in the form attached hereto as Exhibit
      A,
      duly
      executed and so filed in accordance with the CBCA and shall make all other
      filings and recordings required under the CBCA to effectuate the Merger and
      the
      transactions contemplated by this Agreement. The Merger shall become effective
      at such time as the Statement of Merger is duly filed with the CO Secretary,
      or
      at such subsequent date or time as Buyer and the Company mutually shall agree
      and specify in the Statement of Merger (the time the Merger becomes so effective
      being hereinafter referred to as the “Effective
      Time”).

     

    (b) Surviving
      Corporation.
      Upon
      the terms and subject to the conditions set forth in this Agreement and in
      accordance with the CBCA, at the Effective Time, Buyer shall be merged with
      and
      into the Company and the Company shall be the surviving corporation in the
      Merger (the “Surviving
      Corporation”)
      and,
      as such, the Company shall continue its corporate existence as a wholly owned
      subsidiary of Parent under the laws of the State of Colorado, and the separate
      corporate existence of Buyer thereupon shall cease. It is intended that after
      the Effective Time, the Company will undergo a reorganization to become
      organized under the laws of the State of Delaware.

     

    (c) Articles
      of Incorporation.
      At the
      Effective Time, the Articles of Incorporation of the Company, as in effect
      immediately prior to the Effective Time, shall be the Articles of Incorporation
      of the Surviving Corporation until thereafter amended in accordance with
      applicable law.

     

    (d) By-Laws.
      At the
      Effective Time, the By-Laws of the Company, which have been delivered to Buyer,
      shall be the By-Laws of the Surviving Corporation until thereafter amended
      in
      accordance therewith or with applicable law.

     

    (e) Directors
      and Officers.
      At the
      Effective Time, the directors and officers of the Company immediately prior
      to
      the Effective Time shall resign and the directors and officers listed on
Schedule
      §2(e)
      shall
      become the directors and officers of the Surviving Corporation. Each director
      and officer of the Surviving Corporation shall hold office in accordance with
      the Articles of Incorporation and By-Laws of the Surviving
      Corporation.

     

    (f) Effect
      of Merger.
      At and
      after the Effective Time, the effect of the Merger shall, in all respects,
      be as
      provided in § 7-90-204 of the CBCA. 

     

    (g) Merger
      Consideration. 

     

    (1) At
      the
      Closing Parent shall pay by wire transfer of immediately available funds Twenty
      Two Million Dollars ($22,000,000) (the “Merger
      Consideration”),
      less
      One
      Hundred Thousand Dollars ($100,000) to be paid at the Closing by Parent to
      Kerry
      L. Bode on behalf of the Company, less
      One
      Hundred Thousand Dollars ($100,000) to be paid by Parent to the Stockholders’
Agent on behalf of the Company to fund any costs and expenses incurred thereby,
      and subject to adjustments provided as provided below (including any adjustment
      as a result of the Net Book Value as of the Closing Date not being within the
      Net Book Value Range), for 100% of the shares of the Company Stock by delivery
      of (i) the Escrow Fund to the Escrow Agent, to be held in escrow for up to
      twenty-four (24) months pursuant to the Escrow Agreement; and (ii)a the balance
      of the Merger Consideration (the “Closing
      Date Cash Consideration”)
      in
      cash to the Paying Agent by wire transfer; provided,
      however,
      that
      the amounts payable to the Escrow Agent and to the Paying Agent shall be reduced
      in proportion to the amounts due any Stockholders who dissent to the Merger
      in
      accordance with the CBCA and who do not transfer his, her or its Shares to
      Buyer
      pursuant to the terms and conditions of this Agreement. The Closing Date Cash
      Consideration shall be allocated among and paid to the Stockholders as set
      forth
      in the Paying Agent Agreement. 

     

    
      
         

      

      
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    Execution
      Version

     

    (2) At
      least
      fifteen (15) days prior to the Closing, as a condition precedent to the closing
      of the transactions contemplated by this Agreement and the Merger, the Company
      shall deliver to Buyer month end financial statements through the month-end
      preceding the Closing Date (“Final
      Month”),
      prepared in accordance with GAAP consistently applied, and reflecting any GAAP
      adjustments required in connection with the Company’s 2008 short period federal
      income Tax Return. The Company shall provide to Buyer any and all information
      reasonably requested in writing relating to the calculation of the Company’s Net
      Book Value as of the Final Month within five (5) days after the request
      therefor.

     

    (3) At
      least
      five (5) days before the Closing, Buyer and the Company shall prepare a mutually
      agreed upon Closing Schedule, which mutual agreement shall be evidenced by
      Buyer’s and the Company’s signatures thereon at the Closing.

     

    (4) The
      Merger Consideration is predicated on the Company’s Net Book Value being within
      the Net Book Value Range on the Closing Date. If Net Book Value as of the
      Closing Date is below Ten Million One Hundred Thousand Dollars ($10,100,000),
      the Merger Consideration shall be reduced dollar for dollar to the extent below
      the Ten Million One Hundred Thousand Dollars ($10,100,000) threshold. If Net
      Book Value as of the Closing Date is in excess of Ten Million Nine Hundred
      Thousand Dollars ($10,900,000), the Merger Consideration shall be increased
      dollar for dollar to the extent above the Ten Million Nine Hundred Thousand
      Dollars ($10,900,000) threshold. At the Closing, the Company will provide a
      customary “bring down” certificate that will confirm that there has been no
      material adverse change in the business of the Company since the Most Recent
      Financial Statements and will represent and warrant whether the Company’s Net
      Book Value is at least within the Net Book Value Range. Notwithstanding anything
      contained in this Agreement to the contrary, neither Buyer nor Parent shall
      have
      any obligation to close the transactions contemplated by this Agreement if
      they
      are not reasonably satisfied that the amount of the Company’s Net Book Value as
      of the Closing Date is within the Net Book Value Range.

     

    (5) Prior
      to
      the Closing Date, the Company shall accrue and pay, or reserve for, the
      Identified Liabilities. 

     

    (h) Cancellation
      of Shares.
      At the
      Effective Time, all of the shares of Company Stock shall no longer be
      outstanding and shall automatically be canceled and shall cease to exist, and
      shall thereafter by operation of this section represent only the right to
      receive the Merger Consideration and any dividends or distributions with respect
      thereto or any dividends or distributions with a record date prior to the
      Effective Time that were declared or made by the Company on such shares of
      Company common and preferred stock in accordance with the terms of this
      Agreement on or prior to the Effective Time and which remain unpaid at the
      Effective Time.

     

    
      
         

      

      
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    Execution
      Version

     

    (i) Status
      of Buyer Shares.
      At the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      any holder of any capital stock of Buyer, each issued and outstanding share
      of
      common stock of Buyer shall convert into a share of common stock of the
      Surviving Corporation, which after the Merger shall be the only shares of
      capital stock of the Surviving Corporation issued and outstanding after the
      Merger.

     

    (j) Escrow
      of Merger Consideration.

     

    (1) At
      the
      Effective Time, Parent shall deposit seven and one half percent (7.5%) of the
      total Merger Consideration (One Million Six Hundred Fifty Thousand Dollars
      ($1,650,000) based on Twenty-Two Million Dollars ($22,000,000) of Merger
      Consideration) (the “Escrow
      Fund”)
      with
      Manufacturers and Traders Trust Company as escrow agent (the “Escrow
      Agent”),
      to be
      held and disbursed by the Escrow Agent in accordance with the Escrow Agreement,
      substantially in the form attached hereto as Exhibit H, (the “Escrow
      Agreement”),
      subject to possible reductions in the Escrow Fund as provided in §2(g) and §2(j)
      hereof.
      Parent
      shall deposit with the Escrow Agent interest at the rate of 2.54% per annum
      on
      the amount of the Escrow Fund not distributed and not in dispute (the
“Interest”
and
      together with the Escrow Fund, the “Escrow”)
      to be
      paid in as provided in the Escrow Agreement. The Interest shall be deposited
      by
      Parent with the Escrow Agent at six (6) month anniversary, the one (1) year
      anniversary, the eighteen (18) month anniversary and the twenty-four (24) month
      anniversary of the date of this Agreement. Parent shall be entitled to all
      of
      the interest earned on the Escrow as a result of being deposited with the Escrow
      Agent and such amounts shall be paid to Parent as provided in the Escrow
      Agreement.

     

    (2) No
      Stockholder shall be entitled to receive any Merger Consideration deposited
      with
      the Escrow Agent and until the same is released to the Stockholders pursuant
      to
      the terms of the Escrow Agreement. The Escrow Fund to be deposited with the
      Escrow Agent shall be deducted pro rata from the Merger Consideration allocable
      to the holders of the shares of Company common stock in accordance with their
      shares of Company common stock, but shall not be allocable based on any holdings
      of Company preferred stock. The Escrow Fund will be subject to Adverse
      Consequences suffered by Buyer Indemnitees (including those described in §8(c))
      as a result of the Company’s breach of this Agreement, any unrecorded
      pre-closing Tax, environmental or other third party liabilities and liabilities
      resulting from a breach or inaccuracy of the Company’s representations,
      warranties or covenants that become known and recorded in accordance with GAAP
      during the term of the Escrow Agreement, or are identified as potential
      liabilities and a good faith estimate of the amount of such liabilities are
      made
      by any Buyer Indemnitees during the term of the Escrow Agreement, but are not
      accrued until after the expiration of the term of the Escrow Agreement. Except
      as provided in §8(e), the Company shall not be required to indemnify any Buyer
      Indemnitee from the Escrow until the claim(s) in an aggregate exceed One Hundred
      Thousand Dollars ($100,000.00) (the “Tipping
      Basket”),
      provided,
      however,
      that
      the Tipping Basket shall not apply to any breaches of representations and
      warranties set forth in §3 (b), (c), (d), (e), (f) and (g) or §4 (b), (c) and
      (d) or the covenants by the Company herein. If the aggregate amount exceeds
      the
      Tipping Basket, Buyer Indemnitees will be entitled to be paid from the Escrow
      Fund from the first dollar up to the total amount of the liability. (By way
      of
      example, if an Eighty Thousand Dollar ($80,000) liability is identified and
      subject to the Tipping Basket, Eighty Thousand Dollars ($80,000) will be
      withheld until such time it is either accrued or determined not to be an
      accruable liability. If accrued, the amount will only be paid to one or more
      Buyer Indemnitees if the accrued liabilities (taking into account all Buyer
      Indemnitees) in the aggregate exceed the Tipping Basket. Once the total
      liabilities exceed the Tipping Basket, Buyer Indemnitees shall be entitled
      to
      indemnification for all liabilities from the Escrow Fund). Parent will use
      its
      commercially reasonable best efforts to promptly investigate any potential
      liability and, within ninety (90) days after Parent first receives notice of
      the
      potential liability, Parent shall report to the Escrow Agent and to the
      Stockholders’ Agent on Parent’s preliminary determination. 

     

    
      
         

      

      
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    (k) Stockholders’
      Agent.
      By
      virtue of their approval of this Agreement, the Stockholders shall be deemed
      to
      have irrevocably constituted and appointed, effective as of the date of this
      Agreement, Owen Agency, LLC, a Colorado limited liability company (in such
      capacity the “Stockholders’
      Agent”),
      as
      their true and lawful agent and attorney-in-fact to enter into any agreement
      in
      connection with the transactions contemplated by the Escrow Agreement and the
      Paying Agent Agreement, to exercise all or any of the powers, authority and
      discretion conferred on the Stockholders’ Agent under the Escrow Agreement, the
      Paying Agent Agreement and this Agreement, to waive any terms and conditions
      of
      the Escrow Agreement and the Paying Agent Agreement, to give and receive notices
      and communications, to authorize delivery to Stockholders of the Surviving
      Corporation of any of the Merger Consideration or other property from the Escrow
      Account in satisfaction of claims by Buyer Indemnitees, to object to such
      deliveries, to agree to, negotiate, enter into settlements and compromises
      of,
      and demand arbitration and comply with orders of courts and awards of
      arbitrators with respect to such claims, and to take all actions necessary
      or
      appropriate in the judgment of the Stockholders’ Agent for the accomplishment of
      the foregoing. The Stockholders’ Agent shall at all times act in its capacity as
      the Stockholders’ Agent in a manner that the Stockholders’ Agent believes in
      good faith to be in the best interest of the Stockholders. The Stockholders’
Agent and its stockholders, officers, directors, affiliates, members, agents
      or
      representatives shall not be liable to any Stockholder for any error of
      judgment, or any action taken, suffered or omitted to be taken, under this
      Agreement, the Paying Agent Agreement or the Escrow Agreement, except in the
      case of its gross negligence, bad faith or willful misconduct. The Stockholders’
Agent may consult with legal counsel, independent public accountants and other
      experts selected by it and shall not be liable for any action taken or omitted
      to be taken in good faith by it in accordance with the advice of such counsel,
      accountants or experts. The Stockholders’ Agent shall not have any duty to
      ascertain or to inquire as to the performance or observance of any of the terms,
      covenants or conditions of this Agreement, the Paying Agent Agreement or Escrow
      Agreement. As to any matters not expressly provided for in this Agreement,
      the
      Paying Agent Agreement or the Escrow Agreement, the Stockholders’ Agent shall
      not be required to exercise any discretion or take any action. By virtue of
      its
      approval of this Agreement each Stockholder severally shall indemnify and hold
      harmless and shall reimburse the Stockholders’ Agent from and against such
      Stockholder’s ratable share of any and all liabilities, losses, damages, claims,
      costs or expenses suffered or incurred by the Stockholders’ Agent arising out of
      or resulting from any action taken or omitted to be taken by the Stockholders’
Agent under this Agreement or the Escrow Agreement, other than such liabilities,
      losses, damages, claims, costs or expenses arising out of or resulting from
      the
      Stockholders’ Agent’s gross negligence, bad faith or willful misconduct. In all
      matters relating to §2(g), §2(j), §8 and the Paying Agent Agreement, the
      Stockholders’ Agent shall be the only Person entitled to assert the rights of
      the Stockholders, and the Stockholders’ Agent shall perform all of the
      obligations of the Stockholders hereunder. Parent and the Surviving Corporation
      shall be entitled to rely on all statements, representations and decisions
      of
      the Stockholders’ Agent without any independent investigation or verification.
      In the event that any Stockholders’ Agent shall die, become disabled or resign
      or otherwise terminate his status as such, his successor shall be the
      Stockholders’ Agent appointed by the vote or written consent of the former
      holders of a majority in interest of each class of common and preferred stock
      of
      the Company.
      The One
      Hundred Thousand Dollars ($100,000) paid to the Stockholders’ Agent as provided
      in (g)(1) shall be used by the Stockholders Agent to cover the third party
      costs
      and expenses incurred by the Stockholders’ Agent in fulfilling its duties as
      such and if any of such money has not been utilized when the Stockholders’
Agent’s duties are complete, the Stockholders’ Agent shall pay any amount
      remaining to individuals listed in Schedule 1 of the Escrow Agreement, pro
      rata
      in accordance with the “Sharing Ratio” (as defined in the Escrow
      Agreement).

     

    
      
         

      

      
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    (l) Closing.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”)
      shall
      take place at the offices of Bond, Schoeneck & King, PLLC, attorneys for
      Buyer, in Syracuse, New York commencing at 9:00 a.m. local time on August 29,
      2008.

     

    (m) Deliveries
      by the Company.
      Subject
      to the terms and conditions of this Agreement, the Company agrees to deliver
      (or
      cause to be delivered) at the Closing the following agreements and documents,
      all reasonably satisfactory in form and substance to Buyer and its legal
      counsel:

     

    (1) the
      duly
      executed Statement of Merger;

     

    (2) the
      duly
      executed Closing Schedule;

     

    (3) a
      certificate of good standing for the Company from each jurisdiction in which
      such entity is qualified to do business dated as of a recent date prior to
      the
      Closing and a certificate of good standing for the Company from each other
      jurisdiction in which such entity is qualified to do business;

     

    (4) evidence
      of receipt of all requisite consents;

     

    (5) a
      duly
      executed copy of the Kerry Bode Employment Agreement, substantially in the
      form
      attached hereto as Exhibit
      B;

     

    (6) a
      duly
      executed copy of the Lance Riley Employment Agreement, substantially in the
      form
      attached hereto as Exhibit
      C;

     

    (7) a
      duly
      executed copy of the Ty Gragg Employment Agreement, substantially in the form
      attached hereto as Exhibit
      D;

     

    (8) a
      duly
      executed copy of the Anthony Carfagna Employment Agreement, substantially in
      the
      form attached hereto as Exhibit
      E;


    
      
         

      

      
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    (9) the
      opinion of Jones & Keller, P.C., counsel of the Company, dated the date of
      the Closing, substantially in the form attached hereto as Exhibit
      F;
      

     

    (10) the
      Escrow Agreement substantially in the form attached hereto as Exhibit H,
      duly
      executed by the Company and the Stockholders’ Agent;

     

    (11) the
      Paying Agent Agreement substantially in the form attached hereto as Exhibit I,
      duly
      executed by the Company and the Stockholders’ Agent;

     

    (12) a
      certificate, duly executed by the President of the Company, certifying that
      all
      requisite corporate actions (including all Board and Stockholders’ approvals) on
      the part of each of them to consummate the transactions contemplated by this
      Agreement have been duly taken; and

     

    (13) such
      other documents and instruments as in the opinion of legal counsel for Buyer,
      may be reasonably required to effectuate the terms of this Agreement and to
      comply with the terms hereof.

     

    (n) Deliveries
      by Buyer and Parent.
      Subject
      to the terms and conditions of this Agreement, Parent agrees to deliver or
      cause
      Buyer to deliver (or cause to be delivered) to the Company at the Closing the
      following:

     

    (1) the
      duly
      executed Statement of Merger;

     

    (2) the
      duly
      executed Closing Schedule;

     

    (3) the
      Merger Consideration in accordance with §2(g);

     

    (4) good
      standing certificates dated as of a recent date prior to the Closing, issued
      by
      the Secretary of State of the State of New York, for Parent, and a like
      certificate issued by the CO Secretary, with respect to Buyer, and from each
      other jurisdiction in which such entities are qualified to do
      business;

     

    (5) opinion
      of Bond, Schoeneck & King, PLLC, counsel to Buyer, dated the date of
      Closing, substantially in the form attached hereto as Exhibit
      G;

     

    (6) the
      Kerry
      Bode Employment Agreement, substantially in the form attached hereto as
Exhibit
      B,
      duly
      executed by Buyer and Parent;

     

    (7) the
      Lance
      Riley Employment Agreement, substantially in the form attached hereto as
Exhibit
      C,
      duly
      executed by Buyer and Parent;

     

    (8) a
      duly
      executed copy of the Ty Gragg Employment Agreement, substantially in the form
      attached hereto as Exhibit
      D;

     

    (9) a
      duly
      executed copy of the Anthony Carfagna Employment Agreement, substantially in
      the
      form attached hereto as Exhibit
      E;


    
      
         

      

      
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    (10) the
      Escrow Agreement, substantially in the form attached hereto as Exhibit
      H,
      duly
      executed by Parent;

     

    (11) the
      Paying Agent Agreement substantially in the form attached hereto as Exhibit I,
      duly
      executed by Parent; and

     

    (12) evidence
      of receipt of all consents;

     

    (13) a
      certificate, duly executed by President of Buyer, certifying that all requisite
      corporate actions (including all Board and Stockholder approvals) on the part
      of
      each of them to consummate the transactions contemplated by this Agreement
      have
      been duly taken;

     

    (14) a
      letter
      of transmittal of Parent to be sent to Stockholders of the Company;
      and

     

    (15) such
      other documents and instruments as in the opinion of legal counsel for the
      Company, may be reasonably required to effectuate the terms of this Agreement
      and to comply with the terms hereof.

     

    (o) Procedure
      for Shares.
      

     

    (1) At
      the
      Closing, Parent shall cause to be deposited with the Paying Agent, for exchange
      in accordance with this Agreement, the Closing Date Cash Consideration, by
      wire
      transfer of immediately available funds, into which the outstanding shares
      of
      Company Stock shall be converted pursuant to this Agreement; provided, the
      amount of Closing Date Cash Consideration to be paid to each Stockholder shall
      be as set forth in the Paying Agent Agreement. Pursuant to the Paying Agent
      Agreement, at the Effective Time, the Paying Agent shall mail to all of the
      Stockholders, excluding any holders of Dissenting Shares, letters of transmittal
      specifying the procedures for delivery of such holders’ certificates formerly
      representing the Company Stock to the Paying Agent in exchange for the portion
      of the Closing Date Cash Consideration payable at the Closing. Upon surrender
      to
      the Paying Agent of certificate of Company Stock in accordance with the
      instructions of the letter of transmittal, pursuant to the Paying Agent
      Agreement, the Paying Agent shall distribute to the former holder thereof a
      check for the portion of the Closing Date Cash Consideration that such holder
      is
      entitled to receive pursuant to the Paying Agent Agreement. In no event shall
      the holder of any such surrendered certificates be entitled to receive interest
      on any cash to be received in the Merger, except as provided in §2(j)(1).


     

    (2) At
      any
      time following the expiration of twenty-four (24) months following the Effective
      Time, Parent shall be entitled to direct the Paying Agent to deliver to it
      any
      funds which had been deposited with the Paying Agent and not disbursed to
      holders of the Company Stock, and thereafter such holders shall be entitled
      to
      look to Parent only as general creditors thereof with respect to any Merger
      Consideration that may be payable upon due surrender of their certificates,
      a
      letter of transmittal and other related documents to the Paying Agent or Parent,
      until at such time as such undisbursed cash is delivered to a public official
      pursuant to any applicable abandoned property, escheat or similar
      law.


    
      
         

      

      
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    (3) At
      the
      Effective Time, except for the Company Stock to be issued to Parent pursuant
      to
      the Merger in exchange for Buyer’s capital stock, the stock transfer books of
      the Company shall be closed and no transfer of Company Stock shall thereafter
      be
      made or recognized. If, after the Effective Time, certificates representing
      shares of Company Stock are presented for transfer, they shall be cancelled
      and
      exchanged for the Merger Consideration as provided in this section.

     

    (4) In
      the
      event any certificate shall have been lost, stolen, destroyed or mutilated,
      upon
      the making of an affidavit of that fact by the Person claiming such certificate
      to be lost, stolen, destroyed or mutilated and, if required by Surviving
      Corporation, the making of an indemnity agreement in a form reasonably requested
      by Surviving Corporation and/or the posting by such Person of a bond in such
      amount as Surviving Corporation may reasonably direct as indemnity against
      any
      claim that may be made against it with respect to such certificate, the Paying
      Agent will issue in exchange for such lost, stolen, destroyed or mutilated
      certificate the Closing Date Cash Consideration deliverable in respect thereof
      as provided in this section.

     

    (5) Neither
      Surviving Corporation nor Buyer shall be liable to any holder of shares of
      Company Stock for any dividends or other distributions with respect thereto,
      or
      any Merger Consideration payable in respect thereof, delivered to a public
      official pursuant to any applicable abandoned property, escheat or similar
      law.

     

    (p) Dissenting
      Shares.
      Notwithstanding any other provision contained in this Agreement, no shares
      of
      the Company Stock that are issued and outstanding as of the Effective Time
      and
      that are held by a Stockholder who has properly exercised his, her or its rights
      to dissent to the Merger (such shares being collectively referred to herein
      as
“Dissenting
      Shares”)
      under
      the CBCA shall be converted into the right to receive the Merger Consideration
      as provided in this Agreement unless and until such Stockholder shall have
      failed to perfect, or shall have effectively withdrawn or lost, such
      Stockholder’s right to dissent from the Merger under the CBCA and to receive
      such consideration as may be determined to be due with respect to such
      Dissenting Shares pursuant to and subject to the requirements of the CBCA.
      If
      any Stockholder of Dissenting Shares shall have so failed to perfect or
      effectively withdrawn or lost such Stockholder’s right to dissent from the
      Merger, each of such Stockholder’s shares of the Company Stock shall thereupon
      no longer be deemed Dissenting Shares and deemed to have become, as of the
      Effective Time, the right to receive the Merger Consideration as provided in
      this section. The Company shall give Buyer (a) prompt notice of any demands
      for
      appraisal, attempted withdrawals of such demands and any other instruments
      received by the Company relating to Stockholders’ rights to appraisal, and (b)
      the opportunity to direct all negotiations and proceedings with respect of
      any
      dissent to the Merger under CBCA. The Company shall not, except with the prior
      written consent of Buyer, voluntarily make any payment with respect to any
      demands for appraisal of any capital stock of the Company or agree to do so,
      or
      offer to settle or settle any such demands or approve any withdrawals of any
      such demands. 

     

    §3. Representations
      and Warranties of the Company

     

    The
      Company hereby represents and warrants to Buyer that the statements contained
      in
      this §3 are correct and complete as of the date of this Agreement and will be
      correct and complete as of the Closing Date (as though made then and as though
      the Closing Date were substituted for the date of this Agreement throughout
      this
§3) with respect to itself, except as set forth in the Company Disclosure
      Schedule. Notwithstanding any other provision of this Agreement, no Stockholder
      is making representations or warranties in a personal capacity, or in any other
      names or forms, nor will any Stockholder be deemed to have made any
      representations or warranties in a personal capacity; furthermore, no
      Stockholder or officer will provide indemnification relating thereto. The
      foregoing shall be subject to the rights set forth in §8(h).

     

    
      
         

      

      
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    (a) Organization
      of the Company.
      The
      Company is duly organized, validly existing, and in good standing under the
      laws
      of the State of Colorado.

     

    (b) Authorization
      of Transaction.
      The
      Company has full power and authority (including full corporate power and
      authority) to execute and deliver this Agreement and to perform its obligations
      hereunder, except as enforcement thereof may be limited by applicable bankruptcy
      insolvency, reorganization, moratoriums, fraudulent conveyances, or similar
      laws
      generally affecting the rights of creditors and otherwise subject to general
      principles of equity. This Agreement constitutes the valid and legally binding
      obligation of the Company, enforceable in accordance with its terms and
      conditions except as enforcement thereof may be limited by applicable bankruptcy
      insolvency, reorganization, moratoriums, fraudulent conveyances, or similar
      laws
      generally affecting the rights of creditors and otherwise subject to general
      principles of equity. Except for the Statement of Merger, the Company need
      not
      give any notice to, make any filing with, or obtain any authorization, consent,
      or approval of any government or governmental agency in order to consummate
      the
      transactions contemplated by this Agreement. The execution, delivery and
      performance of this Agreement and all other agreements contemplated hereby
      have
      been duly authorized by all requisite corporate actions on the part of the
      Company Board of Directors, and the Stockholders of the Company will be
      requested by the Board to approve this Agreement and authorize the transactions
      contemplated hereby subject to §10(c).

     

    (c) Non-contravention.
      Neither
      the execution and delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (A) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
      restriction of any government, governmental agency, or court to which the
      Company is subject, any provision of its articles of incorporation, bylaws,
      or
      other governing documents, (B) conflict with, result in a breach of, constitute
      a default under, result in the acceleration of, create in any Person the right
      to accelerate, terminate, modify, or cancel, or require any notice under any
      agreement, contract, lease, license, instrument, or other arrangement to which
      the Company is a party or by which it is bound or to which any of its assets
      is
      subject, excluding the Real Estate Mortgage Loan and the Company’s existing line
      of credit, or (C) result in the imposition or creation of an Encumbrance upon
      or
      with respect to the Company Stock.

     

    (d) Brokers’
      Fees.
      The
      Company has no liability or obligation to pay any fees or commissions to any
      broker, finder, or agent with respect to the transactions contemplated by this
      Agreement.

     

    
      
         

      

      
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    (e) The
      Company Stock.
      To the
      knowledge of the Company, each Stockholder holds of record and owns beneficially
      the number of shares of the Company Stock set forth next to his, her, or its
      name in the Company Disclosure Schedule.

     

    (f) No
      Subsidiaries.
      The
      Company currently has no Subsidiaries and no ownership interest in any
      corporation, joint venture, trust, partnership, limited liability company,
      or
      any other entity.

     

    (g) Qualification.
      The
      Company is duly authorized to conduct business and is in good standing under
      the
      laws of each jurisdiction where such qualification is required. The Company
      has
      full corporate power and authority to carry on the business in which it is
      engaged and to own and use the properties owned and used by it. The Company
      Disclosure Schedule lists all directors and officers of the Company and all
      jurisdictions in which it is so authorized.

     

    (h) Capitalization.
      The
      entire authorized capital stock of the Company consists of Five Million
      (5,000,000) shares of common stock, par value $0.01 per share, and Two Hundred
      Thousand (200,000) shares of preferred stock, par value $0.01 per share. The
      following shares of stock are issued and outstanding: Two Hundred Forty-One
      Thousand Four Hundred Sixty-Five and Thirty-Three One Hundredths (241,465.33)
      shares of common stock and Sixty-Two Thousand Three Hundred Eighty-Four (62,384)
      shares of preferred stock. All issued and outstanding the Company Stock have
      been duly authorized, are validly issued, fully paid, and non-assessable, and
      are held of record by the respective Stockholders as set forth in the Company
      Disclosure Schedule. There are no outstanding or authorized options, warrants,
      purchase rights, subscription rights, conversion rights, exchange rights, or
      other contracts or commitments that could require the Company to issue, sell,
      or
      otherwise cause to become outstanding any of its capital stock. There are no
      outstanding or authorized stock appreciation, phantom stock, profit
      participation, or similar rights with respect to the Company. No shares of
      the
      Company Stock have been issued in violation of preemptive rights or applicable
      law.

     

    (i) Financial
      Statements.
      Attached hereto as Exhibit
      J
      are the
      following financial statements of the Company (collectively the “Financial
      Statements”):
      (i)
      audited consolidated balance sheets and statements of income, changes in
      stockholders’ equity, and cash flow as of and for the fiscal years ended
      December 31, 2006 and December 31, 2007; and (ii) unaudited consolidated balance
      sheets and statements of income (the “Most
      Recent Financial Statements”)
      as of
      and for the seven (7) months ended July 31, 2008 (the “Most
      Recent Fiscal Month End”).
      The
      Financial Statements (including the notes thereto) have been prepared in
      accordance with GAAP throughout the periods covered thereby and present fairly
      the financial condition of the Company as of such dates, and the results of
      operations in the cash flows of the Company for such periods; provided,
      however,
      that
      the Most Recent Financial Statements have been prepared internally by the
      Company and therefore are subject to normal year-end adjustments and lack
      footnotes and other related presentation items.

     

    (j) Events
      Subsequent to Most Recent Fiscal Month End.
      Since
      the Most Recent Fiscal Month End, there has not been any Material Adverse Effect
      on the Company. Without limiting the generality of the foregoing, since that
      date the Company has not engaged in any practice, taken any action, or entered
      into any transaction outside the ordinary course of business except as
      contemplated by this Agreement. The Company has continued to operate in the
      ordinary course and has not incurred any liability outside of the ordinary
      course of business in excess of Fifty Thousand Dollars ($50,000) except as
      contemplated by this Agreement.

     

    
      
         

      

      
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    (k) Tax
      Matters.

     

    (1) The
      Company is not in default on the payment of any Tax liability, including any
      Tax
      liability attributable to any member of an affiliated, consolidated, combined
      or
      unitary group of which the Company (or any predecessor) is or was a member
      on or
      prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6
      or any analogous or similar state, local, or foreign law or regulation and
      of
      any person (other than the Company) imposed on the Company as a transferee
      or
      successor, by contract or pursuant to any law, rule, or regulation, which Taxes
      relate to an event or transaction occurring before the Closing.

     

    (2) The
      Company has: (i) filed all required Tax Returns, (ii) all such Tax Returns
      were
      complete, accurate and timely filed, and (iii) the Company has fully paid all
      Taxes shown thereon as owing.

     

    (3) The
      Company Disclosure Schedule lists all Tax Returns filed with respect to the
      Company for Taxable Periods ended on or after December 31, 2001, indicates
      those
      Tax Returns that have been audited by any Taxing Authority, and indicates those
      Tax Returns that currently are the subject of audit by any Taxing Authority.
      The
      Company has delivered to Buyer correct and complete copies of all Tax Returns,
      examination reports, and statements of deficiencies assessed against or agreed
      to by the Company since December 31, 2001.

     

    (4) The
      Company has not waived any statute of limitations in respect of Taxes or agreed
      to any extension of time with respect to a Tax assessment or
      deficiency.

     

    (5) The
      Company is not a party to any Tax allocation or sharing agreement.

     

    (6) The
      Company has not made or changed any election, changed an annual accounting
      period, adopted or changed any accounting method, filed any amended Tax Return,
      entered into any closing agreement, settled any Tax claim or assessment relating
      to the Company, surrendered any right to claim a refund of Taxes, consented
      to
      any extension or waiver of the limitation period applicable to any Tax claim
      or
      assessment relating to the Company, or taken any other similar action relating
      to the filing of any Tax Return or the payment of any Tax, if such election,
      adoption, change, amendment, agreement, settlement, surrender, consent or other
      action would have the effect of increasing the Tax liability of the Company
      for
      any current Tax Period or decreasing any Tax attribute of the Company existing
      during the current Tax Period.

     

    (l) Real
      Property.

     

    (1) The
      Company Disclosure Schedule sets forth the address and description of each
      parcel of Owned Real Property. With respect to each parcel of Owned Real
      Property:

     

    (i) the
      Company has good and marketable fee simple title, free and clear of all
      Encumbrances, except Permitted Encumbrances;


    
      
         

      

      
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    (ii) the
      Company has not leased nor otherwise granted to any Person the right to use
      or
      occupy such Owned Real Property or any portion thereof;

     

    (iii) there
      are
      no violations of the Second Amended and Restated Declarations of Covenants,
      Conditions and Restrictions of Southpark dated as of June 26, 1992, as amended
      (the “Southpark
      Covenants”);

     

    (iv) the
      current use of the Real Property is a Permitted Use under the Southpark
      Covenants; 

     

    (v) there
      are
      no outstanding options, rights of first offer or rights of first refusal to
      purchase such Owned Real Property or any portion thereof or interest therein;
      and

     

    (vi) the
      Real
      Estate Mortgage Loan is not assumable by Buyer and must be paid or, if permitted
      by lender, assumed by the Surviving Corporation after the Closing
      Date.

     

    (2) The
      Company Disclosure Schedule sets forth the address of each parcel of Leased
      Real
      Property, and a true and complete list of all Leases for each such parcel of
      Leased Real Property. The Company has delivered to Buyer a true and complete
      copy of each lease document.

     

    (m) Powers
      of Attorney.
      To the
      Knowledge of the Company, there are no outstanding powers of attorney executed
      on behalf of the Company.

     

    (n) Litigation.
      The
      Company Disclosure Schedule sets forth each instance in which the Company (i)
      is
      subject to any outstanding injunction, judgment, order, decree, ruling, or
      charge or (ii) is a party to any action, suit, proceeding, hearing, or
      investigation of, in, or before any court or quasi-judicial or administrative
      agency of any federal, state, local, or foreign jurisdiction (“Litigation”).
      There
      is no Litigation pending or, to the knowledge of the Company, threatened,
      against the Company or its assets, or seeking to prevent, hinder or delay the
      transactions contemplated by this Agreement. No citations, fines or penalties
      have been asserted against the Company under any applicable law which remain
      outstanding. There are no outstanding orders, judgments, decrees or injunctions
      issued by any governmental authority against the Company.

     

    (o) Employee
      Benefit Plans and Related Matters.

     

    (1) The
      Company Disclosure Schedule sets forth a true and complete list, separately
      by
      plan sponsor of each (i) “employee benefit plan,” as such term is defined in
§
      3(3) of
      ERISA, (ii) all other employee benefit plans, agreements, consulting,
      independent contractor, and leased employee agreements; all plans, agreements,
      policies or arrangements providing for bonus or other incentive compensation,
      equity or equity-based compensation, deferred compensation, change in control
      rights or benefits, termination or severance benefits, retention bonuses or
      other retention or salary continuation compensation, sick leave, vacation pay,
      stock purchase, fringe benefits and perquisites (including without limitation,
      club memberships), medical, dental, and hospitalization benefits, life
      insurance, short-term and long-term disability benefits, educational assistance,
      rabbi trusts, Code § 501(c)(9) trusts, Code § 125 plans, multiple employer
      welfare plans or arrangements, and multiemployer welfare plans or arrangements;
      and (iii) all other plans, arrangements, policies or practices or contracts
      involving direct or indirect compensation or benefits (including any contracts
      entered into between the Company and any current or former officer, director,
      or
      employee of the Company), currently or previously maintained, established or
      entered into by the Company or to which the Company contributes or is or has
      been obligated or required to contribute or with respect to which the Company
      has or may have any liability (each, the “Plan”,
      and,
      collectively, the “Plans”).


    
      
         

      

      
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    (2) The
      Plans
      have been operated and administered in compliance with all applicable laws
      in
      all material respects and there are no material pending or, to the Knowledge
      of
      the Company, threatened claims by or on behalf of any of the Plans, by any
      governmental authority, by any Person or otherwise involving any such Plan
      or
      the assets of any Plan (other than routine claims for benefits). 

     

    (3) No
      stock
      or other security issued by the Company forms or has formed a part of the assets
      of any Plan.

     

    (4) Subject
      to Code § 280G(b)(5) and regulations thereunder and subject to obtaining the
      Stockholder approval contemplated thereby prior to the Closing, in connection
      with the Transaction contemplated by this Agreement, the Company has not made
      any payments, is not obligated to make any payments, and is not a party to
      any
      agreement that could obligate the Company to make any payments that will not
      be
      deductible by reason of Code § 280G. 

     

    (5) To
      the
      Knowledge of the Company, each such Plan (and each related trust, insurance
      contract, or fund) has been maintained, funded and administered in accordance
      with the terms of such Plan and complies in form and in operation in all
      respects with the applicable requirements of ERISA and the Code.

     

    (6) All
      contributions (including all employer contributions and employee salary
      reduction contributions) that are due have been made to each Plan. All premiums
      or other payments that are due have been paid with respect to each
      Plan.

     

    (7) Each
      Plan
      that is intended to meet the requirements of a “qualified plan” under Code
§401(a) has received and is covered by a determination letter from the Internal
      Revenue Service to the effect that it meets the requirements of Code §401(a) as
      of the date of such letter. There are no facts or circumstances that could
      adversely affect the qualified status of any such Plan.

     

    (8) The
      Company has never maintained, sponsored or contributed to, and does not
      currently maintain, sponsor or contribute to, any employee pension benefit
      plan
      that is a “defined benefit plan” (as defined in ERISA §3(35)).

     

    (9) No
      action, suit, proceeding, hearing, or investigation with respect to the
      administration or the investment of the assets of any such employee benefit
      plan
      (other than routine claims for benefits) is pending.


    
      
         

      

      
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    (10) To
      the
      Knowledge of the Company, there have been no prohibited transactions with
      respect to any plan or any employee benefit plan (as such term is defined in
§
3(3) of ERISA) maintained by an ERISA Affiliate. No fiduciary has any liability
      for material breach of fiduciary duty or any other material failure to act
      or
      comply in connection with the administration or investment of the assets of
      any
      Plan that would result in any direct or indirect claim against the Company.
      No
      action, suit, proceeding, hearing, or investigation with respect to any Plan
      or
      other claim (other than routine claims for benefits) is pending or, to the
      Knowledge of the Company, threatened.

     

    (11) Neither
      the Company nor any ERISA Affiliate maintains, sponsors, contributes to or
      has
      an obligation to contribute to, or has any liability or potential liability
      with
      respect to, any Plan providing health or life insurance or other welfare-type
      benefits for current or future retired or terminated employees, officers,
      directors or contractors (or any spouse or other dependent thereof) other than
      in accordance with COBRA.

     

    (12) Neither
      the Company nor any ERISA Affiliate has ever contributed to a multiemployer
      plan; neither the Company nor any ERISA Affiliate has any liability or potential
      liability under Title IV of ERISA, including on account of a “partial
      withdrawal” or a “complete withdrawal” (within the meaning of §§ 4203 and 4205
      of ERISA, respectively) from any multiemployer plan; and neither the Company
      nor
      any ERISA Affiliate is bound by any contract or agreement or has any obligation
      or liability described in § 4204 of ERISA. No Employee Benefit Plan is a
      multiple employer plan (within the meaning of § 3(40) of ERISA or § 413(c) of
      the Code.) 

     

    (13) To
      the
      Knowledge of the Company the consummation of the Merger will not (i) accelerate
      the time of the payment or vesting of, or increase the amount of, compensation
      due to the Company employees, (ii) reasonably be expected to result in any
      “excess parachute payment” under Code § 280G, or (iii) give rise to any
      liability or subject Buyer to any liability for the payment of severance pay,
      termination pay or any similar payment pursuant to any Plan or
      otherwise.

     

    (14) The
      Company has not announced a plan or legally binding commitment to create any
      additional employee benefit plans or to amend or modify any existing Plan except
      as otherwise required by law.

     

    (15) The
      Company does not have any liability, whether absolute or contingent, including
      any obligations under any Plan, with respect to any misclassification of a
      person as an independent contractor rather than as an employee. 

     

    (16) With
      respect to each Plan, the Company has delivered to Purchaser a current, accurate
      and complete copy (or, to the extent no such copy exists, an accurate
      description) thereof and, to the extent applicable: (i) any related trust
      agreement or other funding instrument; (ii) the most recent IRS determination
      letter; (iii) any summary plan description and other written communication
      by
      the Company to its employees concerning the benefits provided under the plan;
      and (iv) for the three most recent years, the Form 5500 and attached schedules,
      audited financial statements, actuarial valuation reports and any attorney’s
      response to any auditor’s request for information.

     

    
      
         

      

      
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    (p) Certain
      Business Relationships with the Company.
      None of
      the Stockholders, the members of the Company Board of Directors or the Company
      officers or their Affiliates has been involved in any material business
      arrangement or relationship with the Company within the past twelve (12) months
      and none of such individuals and/or their Affiliates owns any material asset,
      tangible or intangible, that is used in the business of the Company, other
      than
      in their capacities as employees of the Company. The Company Disclosure Schedule
      contains a complete and correct list of all Contracts pursuant to which any
      loans, leases, goods, services, materials or supplies are provided (a) by the
      Company, on the one hand, to the Stockholders, directors, officers or employees
      of the Company or their Affiliates (other than the Company), on the other hand,
      or (b) by the Stockholders, directors, officers or employees of the Company
      or
      their Affiliates (other than the Company), on the one hand, to the Company,
      on
      the other hand (each, an “Intracompany
      Arrangement”),
      in
      each case entered into, in effect, occurring or incurred within the past
      twenty-four (24) months. None of the Stockholders, directors, officers or
      employees of the Company or any of their respective Affiliates have been
      involved in any Intracompany Arrangement within the past twenty-four (24)
      months. The Company Disclosure Schedule sets forth all material shared corporate
      or administrative services that are provided to the Company by any Stockholder,
      director, officer or employee of the Company or any of their respective
      Affiliates, and any material asset, tangible or intangible, which is used in
      the
      Business but not owned by the Company. Except as expressly contemplated by
      this
      Agreement or any Related Document, no Intracompany Arrangement shall survive
      Closing. All amounts due a director, an officer or an agent have been paid
      in
      full prior to the Closing.

     

    (q) Absence
      of Undisclosed Liabilities.
      Except
      as
      specified in the balance sheet of the Company as of July 31, 2008, and on the
      Closing Schedule, the Company has no liabilities or obligations of a nature
      required to be disclosed on a balance sheet prepared in accordance with GAAP,
      except (a) as and to the extent disclosed, provided for and reserved for in
      the
      audited balance sheet of the Company as of December 31, 2007, included in the
      Financial Statements (or notes thereto) and (b) for liabilities and obligations
      that were incurred after the date of the balance sheet of the Company as of
      July
      31, 2008 in the ordinary course of business.

     

    (r) Absence
      of Changes.
      Except
      as contemplated by this Agreement, since the date of the Financial Statements,
      the Company has not:

     

    (1) declared,
      set aside, made, set a record date for or paid any dividend or other
      distribution in respect of its capital stock or otherwise purchased or redeemed,
      directly or indirectly, any shares of its capital stock;

     

    (2) issued
      or
      sold any shares of any class of its capital stock or other ownership interest,
      or any securities convertible into or exchangeable for any such shares or
      interest, or issued, sold, granted or entered into any subscription, options,
      warrants, conversion or other rights, agreements, commitments, arrangements
      or
      understandings of any kind, contingently or otherwise, to purchase or otherwise
      acquire any such shares or interest or any securities convertible into or
      exchangeable for any such shares or interest;

     

    (3) incurred
      any material obligation or liability except current liabilities for trade or
      business obligations incurred in connection with the purchase of goods or
      services in the ordinary course of business;


    
      
         

      

      
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    (4) discharged
      or satisfied any Encumbrance, other than those required to be discharged or
      satisfied, or paid any obligation or liability, other than (i) current
      liabilities shown on the Balance Sheet, (ii) current liabilities incurred since
      the date thereof in the ordinary course of business, (iii) scheduled payments
      of
      principal or interest on any indebtedness for borrowed money through the Closing
      Date, and (iv) intracompany liabilities as set forth on Company Disclosure
      Schedule;

     

    (5) subjected
      any of its assets to any Encumbrance other than any Permitted
      Encumbrances;

     

    (6) sold,
      transferred, leased to others or otherwise disposed of any of its assets, except
      in the ordinary course of business or fixed assets having an aggregate value
      of
      less than Fifty Thousand Dollars ($50,000), or canceled or compromised any
      debts
      or claims having an aggregate value in excess of Fifty Thousand Dollars
      ($50,000), or waived or released any right of substantial value, except in
      the
      ordinary course of business;

     

    (7) received
      any written notice of termination of any Material Contract as defined in §3(v)
      below;

     

    (8) suffered
      any damage, destruction or loss (whether or not covered by insurance) in excess
      of Fifty Thousand Dollars ($50,000) to any of its assets;

     

    (9) changed
      in any material respect its Tax or accounting practices, policies or principles
      except as required by any applicable law or GAAP except as required by
§5(o);

     

    (10) paid,
      granted or committed to grant any increase in any remuneration or benefits
      (including salary, incentive, change in control, retention or severance
      compensation) of any current or former director, officer, agent, other employee
      of or consultant to the Company outside of the ordinary course of business,
      except where such payment or increase is required by any applicable law or
      any
      contractual obligation existing on the date of this Agreement, all of which
      are
      set forth in the Company Disclosure Schedule;

     

    (11) made
      or
      committed to make any capital expenditures or capital additions or improvements
      in excess of an aggregate of Fifty Thousand Dollars ($50,000), except for
      capital expenditures or capital additions or improvements made in the ordinary
      course of business or contemplated by an approved budget of the
      Company;

     

    (12) instituted,
      settled or agreed to settle any Litigation;

     

    (13) transferred
      or granted any material rights or licenses under, or entered into any settlement
      regarding the infringement of, its Intellectual Property or entered into any
      licensing or similar agreements or arrangements with respect
      thereto;

     

    (14) made
      any
      amendment or changes in its articles of incorporation or bylaws;

     

    (15) engaged
      in any other transactions (i) outside the ordinary course of business and
      involving payments to or by the Company in excess of Fifty Thousand Dollars
      ($50,000) per annum, or (ii) that bind the Company for a term of more than
      one
      year or involving payments to or by the Company in excess of Fifty Thousand
      Dollars ($50,000) per annum (other than any sales by the Company to a customer
      to whom the Company has made a sale at any time within the past three (3) years,
      in an amount not exceeding the lesser of (A) One Hundred Thousand Dollars
      ($100,000) per purchase order, or (B) the maximum amount approved for extension
      of credit to such customer by the Company under its credit policy as in effect
      on December 31, 2007), in each case except as set forth in the Company
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    (16) made
      a
      commitment to take any of the foregoing actions.

     

    (s) Government
      Approvals.
      The
      Company Disclosure Schedule sets forth all governmental approvals used in the
      Company’s business. All such government approvals have been duly obtained and
      are in full force and effect, and the Company is in compliance with each such
      governmental approval.

     

    (t) Compliance
      with Laws.
      Since
      December 31, 1998, the Company is, and at all times has been in compliance
      with
      all applicable laws in all respects. Prior to January 1, 1999, the Company
      at
      all times has been in compliance with all material applicable laws in all
      respects. The Company has not received any written notice alleging any violation
      or breach of, or failure to be in compliance with, any applicable law that
      has
      not been cured or waived; the Company collectively holds all permits applicable
      to the business required by applicable laws; and, the Company is in compliance
      with the terms of such permits.

     

    (u) Title
      to Assets.
      The
      Company has good and marketable title to, a valid leasehold interest in, or
      a
      valid license for, the tangible and intangible assets it uses regularly in
      the
      conduct of its business. The Company has good and marketable title to all of
      the
      material tangible and intangible assets owned by it, free and clear of any
      Encumbrances. The Company owns, leases, licenses or otherwise has the
      contractual right to use all of the assets used in or necessary for the conduct
      of the business as currently conducted.

     

    (v) Contracts.
      The
      Company Disclosure Schedule sets forth a true and complete list, and the Company
      has provided access to Buyer to the complete copies (including all amendments
      and extensions thereof) or, if oral, an accurate and complete description of
      all
      material terms, of each of the following to which the Company is a party or
      is
      otherwise bound (each, a “Material
      Contract”):

     

    (1) all
      loan
      agreements, indentures, mortgages, notes, installment obligations, capital
      leases, or other agreements or instruments relating to indebtedness for borrowed
      money (or guarantees thereof);

     

    (2) all
      continuing contracts or commitments for the future purchase, sale or manufacture
      of products, materials, supplies, equipment or services, and all agreements
      with
      independent dealers or manufacturer’s representatives, in each case requiring
      payment to or from the Company in an amount in excess of Fifty Thousand Dollars
      ($50,000) per annum which are not terminable on 60 days’ or less notice without
      cost or other liability;

     

    (3) all
      collective bargaining, employment, severance and other agreements requiring
      change of control or parachute payments from the Company, or any other type
      of
      contract or understanding between the Company and any of its respective officers
      or employees, other than pursuant to the Plans, which is not terminable by
      the
      Company upon 30 days’ or less notice without cost or other
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    (4) all
      joint
      venture, partnership or other contracts involving a sharing of profits, losses,
      costs or liabilities by the Company with any other Person;

     

    (5) all
      rights to use the intellectual property of a third party, whether pursuant
      to a
      license, sublicense, agreement or otherwise;

     

    (6) all
      government contracts; and

     

    (7) all
      agreements containing covenants that in any way purport to restrict the business
      activity of the Company or limit the freedom of the Company to engage in any
      line of business or to compete with any Person.

     

    The
      Company is not in default under any Material Contract such that the other party
      thereto is legally entitled to modify, cancel, accelerate or terminate such
      Material Contract, and to the Knowledge of the Company, no other party to any
      Material Contract is in default thereunder such that the Company is legally
      entitled to modify, cancel, accelerate or terminate the Material Contract.
      No
      event has occurred which (after notice or lapse of time or both) would become
      a
      breach or default under, or would otherwise permit modification, cancellation,
      acceleration or termination of, any Material Contract or would result in the
      creation of or right to obtain any Encumbrance upon, or any Person obtaining
      any
      right to acquire, any assets, rights or interests of the Company. Each Material
      Contract is in full force and effect and is a valid and binding obligation
      of
      the Company and, to the Knowledge of the Company, the other parties thereto.
      The
      Company has not received notice from any party to a Material Contract that
      such
      party intends either to modify, cancel or terminate a Material
      Contract.

     

    (w) Intellectual
      Property.

     

    (1) The
      Company owns or has the right to use pursuant to licenses, sublicenses,
      agreement, permission or other rights to use all Intellectual Property rights
      that are necessary to the conduct of the Business as currently conducted. The
      stockholders, directors, officers and employees of the Company have heretofore
      transferred to the Company all right, title and interest of such person in
      and
      to the Intellectual Property listed in the Company Disclosure Schedule.
      Following the consummation of the transactions contemplated by this Agreement,
      each Intellectual Property listed in the Company Disclosure Schedule (except
      to
      the extent, if any, otherwise indicated thereon) will be owned or available
      for
      use by the Company on the same terms and conditions as were applicable
      immediately prior to Closing.

     

    (2) The
      Company Disclosure Schedule sets forth a true and complete list of:

     

    (i) all
      material unregistered trademarks used in the Business and owned by the Company,
      and all trademark registrations and applications to register trademarks owned
      by
      the Company, including for each such registered trademark, identification of
      the
      owner, the application or registration number, country, filing or registration
      date, expiration date, filing class and description of the
      mark;


    
      
         

      

      
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    (ii) all
      service mark registrations and applications to register service marks owned
      by
      the Company, including for each such service mark, identification of the owner,
      the application or registration number, country, filing or registration date,
      expiration date, filing class and description of the mark;

     

    (iii) all
      copyrights registrations and applications to register copyrights owned by the
      Company, including for each such copyright, identification of the owner, the
      application or registration number, country, filing or registration date,
      expiration date, filing class and description of the copyrighted
      work;

     

    (iv) all
      patents and patent applications owned or licensed by the Company, including
      for
      each such patent and patent application, identification of the owner, the
      application serial number or issue patent number and country; and

     

    (v) any
      other
      Intellectual Property used in the Business and licensed by the Company, or
      licensed or sublicensed by the Company to a third party, including without
      limitation, any of the Stockholders, directors, officers, employees of the
      Company and their respective Affiliates (and a summary description of the
      Intellectual Property subject to such license or sublicense, and the names
      of
      the parties thereto).

     

    (3) To
      the
      Knowledge of the Company, the Company is not required to pay any royalty,
      license fee or similar compensation in connection with the conduct of the
      Business as currently conducted.

     

    (4) To
      the
      Knowledge of the Company, the Company has not infringed upon or misappropriated
      any Intellectual Property of third parties in any respect. No claims have been
      asserted in writing by any Person alleging that the Company infringed upon
      or
      misappropriated the Intellectual Property of any other Person. No action, suit,
      proceeding, complaint, claim or demand is pending, or to the Knowledge of the
      Company, threatened, which challenges the legality, validity, use or ownership
      of the Intellectual Property listed as owned by the Company in the Company
      Disclosure Schedule.

     

    (5) To
      the
      Knowledge of the Company, no Person is infringing upon or misappropriating
      any
      Intellectual Property of the Company.

     

    (6) To
      the
      Knowledge of the Company, no material action, suit, proceeding, assertion,
      challenge or claim is pending or threatened against a third party challenging
      the legality, validity, use or ownership of the same Intellectual Property
      licensed or otherwise used in the Business by the Company.

     

    (7) No
      Intellectual Property listed as owned by the Company in the Company Disclosure
      Schedule, nor any of the Company’s products or services are subject to an
      outstanding injunction, judgment, order, decree, agreement or ruling restricting
      the use of the Intellectual Property with respect to the Business of the Company
      or restricting the licensing thereof to any Person.


    
      
         

      

      
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    (8) With
      respect to the Intellectual Property listed in the Company Disclosure Schedule
      as resulting from a license, sublicense, agreement, or permission, except for
      Permitted Encumbrances, to the Knowledge of the Company each such license,
      sublicense, agreement or permission is valid, binding, and in full force and
      effect in all material respects; the Company is not in material breach or
      default thereunder, and no event has occurred which with notice or lapse of
      time
      would constitute a breach or default or permit termination thereunder; and
      the
      Company has not granted a sublicense or similar right with respect to the
      license, sublicense, agreement or permission.

     

    (9) All
      required maintenance fees concerning the material Intellectual Property have
      been paid.

     

    (x) Real
      Property Leases.
      The
      Company is not a party to any real property leases, subleases or occupancy
      agreements pursuant to which the Company is the lessee, sublessee, licensee
      or
      occupant
      of any real property. Each Lease is in full force and effect, the
      Company is not in default of any of its material obligations under any Lease,
      and,
      to
      the Knowledge of the Company, the lessor is not in material default thereunder.
      There
      is
      no interest superior to the Company’s interest in any Lease which would have the
      right to terminate any Lease or otherwise affect the Company’s rights under any
      Lease so long as the Company is not in default of its obligations under any
      Lease beyond the applicable periods of notice and grace. The
      Company is not required under any Lease to obtain the consent of any lessor
      to
      execute this Agreement and the Related Documents, or otherwise consummate the
      transactions contemplated hereby and thereby.

     

    (y) Environmental
      Matters.
      

     

    (1) To
      the
      Knowledge of the Company, the Company is in compliance with the requirements
      of
      all Environmental Laws.

     

    (2) To
      the
      Knowledge of the Company, the Company has not received any written notice,
      report, or other information regarding any actual or alleged violation of
      Environmental Laws, or any Environmental Claims.

     

    (3) With
      respect to facilities currently owned, leased or operated by the Company, to
      the
      knowledge of the Company no Release or threatened Release of Hazardous Materials
      has occurred in, on or from, and with respect to, any facilities (each a
“Facility”
and
      collectively, the “Facilities”)
      previously owned, leased or operated by the Company, no Release or, to the
      Knowledge of the Company, threatened Release of Hazardous Materials has occurred
      in, on or from the Facility during the period that the Company owned, leased
      or
      operated the facility. The facilities currently owned, leased or operated by
      the
      Company are free of Hazardous Materials as of the date of this Agreement, except
      for Hazardous Materials used, stored or present in compliance with applicable
      Environmental Laws or in a condition or quantity that would not require
      remediation under applicable Environmental Laws.

     

    (4) During
      the time that the Company has owned or leased any Facility, the Company has
      not
      used, generated, manufactured or stored on, under or about such facilities
      or
      transported or arranged for disposal to or from such facilities, any Hazardous
      Materials in violation of applicable Environmental Laws. 


    
      
         

      

      
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    (5) The
      Company holds and is in compliance with all Environmental Permits, or exemptions
      from Environmental Permits, required for its facilities and
      operations.

     

    (6) During
      the time that the Company has owned or leased any Facility, there has been
      no
      litigation brought or, to the Knowledge of the Company, threatened in writing
      against the Company by, or any settlement reached by the Company with, any
      Person or Persons alleging the presence, disposal, Release or threatened Release
      of any Hazardous Materials on from or under such Facility.

     

    (7) The
      Company previously has furnished or made available to Buyer accurate, true,
      and
      complete copies of any and all environmental audits or risk assessments, site
      assessments, documentation regarding on-site or off-site disposal of Hazardous
      Materials or Release of Hazardous Materials, spill control plans, and all other
      material correspondence, documents or communications with any governmental
      authority or other entity regarding the foregoing since January 1, 2003, that
      the Company currently has in its possession, or otherwise exists to the
      Knowledge of the Company (in which case, the Company has previously disclosed
      the existence of such documents and the identity of the Person possessing the
      same, if known).

     

    (8) The
      Company is aware of no requirements under applicable Environmental Laws, or
      of
      any other circumstances, which raise a reasonable concern that the Company
      will
      not be able to continue to operate its business as presently
      conducted.

     

    (z) Employees,
      Labor Matters, etc.
      The
      Company is not a party to or bound by any collective bargaining agreement,
      and
      there are no labor unions, work councils or other organizations representing
      or,
      to the Knowledge of the Company, purporting or attempting to represent any
      employee of the Company. No strike, slowdown, picketing, work stoppage,
      concerted refusal to work overtime or other similar labor activity with respect
      to any current employee of the Company is currently ongoing or, to the Knowledge
      of the Company, has been threatened since January 1, 2003. To the Knowledge
      of
      the Company, since January 1, 2003, the Company has complied in all material
      respects with all applicable provisions of applicable law pertaining to the
      employment or termination of employment of any Person, including, without
      limitation, all such applicable laws relating to labor relations, equal
      employment, fair employment practices, wage and hour, workers compensation,
      prohibited discrimination, immigration status, tax information reporting,
      employment and withholding taxes or other similar employment practices or acts.
      The Company has not ordered any “plant closing” or “mass layoff” as those terms
      are defined in the WARN Act.

     

    (aa) Insurance.
      The
      Company Disclosure Schedule sets forth a true and correct list of all insurance
      policies currently maintained by or for the benefit of the Company, including
      policies providing property, fire and extended coverage and casualty, liability
      and workers’ compensation coverage and bond and surety agreements, and other
      forms of insurance, and sets forth the following information with respect to
      each such insurance policy:


    
      
         

      

      
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    (1) the
      name,
      address and telephone number of the agent who is the contact person for such
      policy;

     

    (2) the
      name
      of the insurer, the name of the policyholder and the name of each covered
      insured;

     

    (3) the
      policy number and the period of coverage; and

     

    (4) the
      type
      and limits of coverage provided under the policy.

     

    With
      respect to each such insurance policy: (i) all policy premiums due to date
      have
      been paid in full and, to the Knowledge of the Company, the policy is legal,
      valid binding and enforceable; and in full force and effect in all material
      respects; and (ii) none of the Company or its Affiliates and, to the Knowledge
      of the Company, no other party to the policy is in material breach or default
      (including with respect to the payment of premiums or the giving of notices)
      and
      no event has occurred which, with notice or the passage of time, would
      constitute such a material breach or default, or permit termination,
      modification, or acceleration, under the policy.

     

    (bb) Product
      and Service Warranties.
      Set
      forth in the Company Disclosure Schedule are copies of the standard forms of
      warranty offered by the Company to third parties with respect to each of the
      products marketed by the Company at any time since January 1, 2003. All material
      service or warranty liabilities of the Company to customers or other Persons
      are
      reflected on the Financial Statements or on the accounting records of the
      Company as of the Closing Date.

     

    (cc) Product
      Liability.
      There
      are no material defects in the design or manufacture of any of the products
      sold
      by the Company. The Company has not initiated a recall of any of the products
      sold by them during the last three years. During the last three years, the
      Company has not received any written notice or, to the Knowledge of the Company,
      any oral or other notice of a claim against the Company alleging a design or
      manufacturing defect in the products sold by the Company.

     

    (dd) Inventory.
      Except
      for reserves for obsolescence reflected on the Most Recent Financial Statements
      or books of account of the Company, the inventory of the Company (including
      that
      reflected on the Financial Statements), taken as a whole, is in merchantable
      condition, and suitable and usable or salable in the ordinary course of business
      for the purposes for which it was intended, and has been reflected on the
      Financial Statements and carried on the books of account of the Company in
      accordance with GAAP consistently applied. Without limiting the generality
      of
      the foregoing, such inventory does not include any obsolete materials or any
      excess stock items, except as have been reserved against as reflected on the
      Financial Statements and for adjustments to be made pursuant to §5(o). The
      reserves created by the Company to cover returns have been calculated and
      carried on the books of account of the Company in accordance with GAAP
      consistently applied.

     

    (ee) Receivables
      and Payables.
      (i) The
      accounts and notes receivable reflected on the Financial Statements or arising
      since the date of the Balance Sheet (collectively, the “Receivables”),
      are
      bona fide, represent valid obligations to the Company, and have arisen or were
      acquired in the ordinary course of business and in a manner substantially
      consistent with recent past practice and with the regular credit practices
      of
      the Company; (ii) the Company’s provision for doubtful accounts reflected on its
      Financial Statements or reserved on its books since the date of the Balance
      Sheet has been determined in accordance with GAAP consistently applied; (iii)
      none of the Receivables will at the Closing Date be subject to any valid
      defense, counterclaim or setoff; (iv) since the date of the Balance Sheet,
      the
      Company has not canceled, reduced, discounted, credited or rebated or agreed
      to
      cancel, reduce, discount, credit or rebate, in whole or in part, any
      Receivables, except in the ordinary course of business consistent with past
      practice; and (v) there has not been any material change since the date of
      the
      Balance Sheet in the amounts of Receivables or the allowances with respect
      thereto, or accounts payable of the Company, from those reflected in the Balance
      Sheet. Upon request by Parent, the Company will make available to Buyer a
      schedule of aged Receivables and payables for the Company as of a date which
      is
      within three (3) business days of the date of this Agreement.

     

    
      
         

      

      
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    (ff) No
      Material Adverse Effect.
      Since
      the date of the most recent Balance Sheet, no change, event, occurrence,
      condition or development has occurred that, either individually or in the
      aggregate with other changes, events, occurrences, conditions or developments,
      has had or could reasonably be expected to have a Material Adverse Effect on
      the
      Company.

     

    (gg) Suppliers
      and Customers.
      The
      Company Disclosure Schedule sets forth the five (5) largest suppliers and ten
      (10) largest customers of the Company, based on the dollar amount of sales
      or
      purchases for each of the three years ended December 31, 2007. To the Knowledge
      of the Company, no such supplier or customer has cancelled or terminated, or
      provided notice that it intends to cancel or otherwise terminate its
      relationship with the Company, or has during the last twelve (12) months
      provided written that it will materially decrease or materially limit, its
      services, supplies or materials for use by the Company or its usage or purchase
      of the services and products of the Company.

     

    (hh) Indebtedness.
      Except
      for indebtedness for borrowed money set forth in the Company Disclosure
      Schedule, the Company has no indebtedness for borrowed money outstanding. The
      Company is not in material default with respect to any agreement or instrument
      governing the terms of any outstanding indebtedness for borrowed money. Complete
      and correct copies, and if oral, accurate and complete descriptions of the
      material terms, of all instruments, (including amendments, waivers and consents)
      relating to any indebtedness for borrowed money has been made available to
      Buyer. As of the Closing Date, the Company will have no indebtedness for
      borrowed money outstanding, except the Real Estate Mortgage Loan, which shall
      be
      paid as provided in §6(d).

     

    (ii) Government
      Contracts.

     

    (1) With
      respect to each government contract (whether the Company is a prime contractor
      or a direct or indirect subcontractor), since January 1, 2002 (A) the Company
      has complied in all material respects with all terms and conditions of such
      government contract, including all clauses, provisions, and requirements
      incorporated expressly, by reference, or by operation of applicable law therein,
      (B) the Company has complied in all material respects with all requirements
      of
      applicable law or agreements pertaining to such government contract, including,
      if and to the extent applicable, the Truth in Negotiations Act, the Price
      Reductions and Industrial Funding Fee clauses and the Commercial Sales Practices
      disclosure requirements of the Company’s General Services Administration
      Schedule Solicitation, Proposal and Contract, and each the Company’s Cost
      Accounting Standards disclosure statement, if any, (C) all representations
      and
      certifications executed, acknowledged or set forth in or pertaining to such
      government contract were complete and correct as of their effective date and
      the
      Company has complied in all material respects with all such representations
      and
      certifications, (D) neither the United States Government nor any non-US
      government, state government, local government, prime contractor, subcontractor
      or other person has notified the Company in writing that the Company has
      breached or violated any applicable law, certification, representation, clause,
      provision or requirement pertaining to such government contract, (E) no
      termination for convenience, termination for default, cure notice, show cause
      notice, or stop work order is currently in effect pertaining to such government
      contract, (F) no cost incurred by the Company pertaining to such government
      contract has been challenged, is the subject of any audit or investigation
      or
      has been disallowed by any governmental authority, or prime contractor or
      subcontractor relating to a government contract and (G) no money due to the
      Company pertaining to such government contract has been withheld, reduced or
      set
      off nor has any claim been made to withhold or set off money and, to the
      Knowledge of the Company, the Company is entitled to all progress payments
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    (2) Neither
      the Company nor any of its directors, officers, employees, consultants or agents
      is or since January 1, 2002 has (A) been under administrative, civil or criminal
      investigation to the Knowledge of the Company, indictment or information by
      any
      governmental authority or any audit investigation by any governmental authority
      with respect to any alleged act or omission arising under or relating to any
      government contract or (B) conducted or initiated any internal investigation,
      any investigation or made a voluntary disclosure to any governmental authority
      with respect to any alleged act or omission arising under or relating to a
      government contract.

     

    (3) To
      the
      Knowledge of the Company, there exist (A) no outstanding claims against the
      Company by any governmental authority or by any non-US government, state or
      local government, prime contractor, subcontractor, vendor or other Person,
      arising under or relating to any government contract and (B) no disputes between
      the Company and the United States government under the Contract Disputes Act
      or
      any other federal statute or between the Company and any prime contractor,
      subcontractor or vendor arising under or relating to any government contract.
      The Company has no direct financial interest in any pending or potential claim
      against any governmental authority or any non-US government, state or local
      government, prime contractor, subcontractor or vendor arising under or relating
      to any government contract.

     

    (4) Since
      January 1, 2002, (A) the Company has not been debarred or suspended from
      participation in the award of contracts with the United States Government or
      any
      other governmental authority; (B) to the Knowledge of the Company, there exist
      no facts or circumstances that would warrant the institution of suspension
      or
      debarment proceedings or the finding of nonresponsibility or ineligibility
      on
      the part of the Company or any director, officer or employee of such; (C) no
      payment has been made by the Company, or, to the knowledge of the Company,
      any
      of its employees, agents, consultants or any other Person acting for, or on
      behalf of, the Company in connection with any government contract in violation
      of applicable procurement laws or in violation of, or requiring disclosure
      pursuant to, the FCPA; provided,
      however,
      that
      representations set forth in clause (C) shall be applicable to the Company’s
      agents, and consultants and other Persons acting for, or on behalf of, the
      Company solely to the extent that such actions of such Persons result in the
      imposition of liability on the Company or Buyer under FCPA or such other
      applicable procurement laws; and (D) all of the Company’s cost accounting and
      procurement systems and the associated entries reflected in the Company’s
      financial statements with respect to the government contracts are in compliance
      in all material respects with applicable law if and to the extent
      applicable.


    
      
         

      

      
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    (5) Since
      January 1, 2002 (A) all test and inspection results provided by the Company
      to
      any governmental authority pursuant to any government contract or to any other
      Person pursuant to a government contract or as a part of the delivery to any
      governmental authority or other Person pursuant to a government contract of
      any
      article designed, engineered, manufactured or repaired by the Company were
      complete and correct in all material respects as of the date so provided; and
      (B) the Company has provided all test and inspection results to the United
      States Government or to any other Person pursuant to a government contract
      as
      required by applicable law and the terms of the applicable government
      contract.

     

    (6) The
      Company is not in possession of any material government-owned property,
      including material, tooling and test equipment, provided under, necessary to
      perform the obligations under or for which Buyer could be held accountable
      under
      the government contracts, other than any such property that has been returned
      to
      the Company for repair or other service.

     

    (7) All
      of
      the government contracts were entered into in the ordinary course of the
      business and, to the Knowledge of the Company, would be capable of performance
      by the Company in accordance with the terms and conditions thereof without
      loss
      if Stockholders had continued to own and operate the Business without regard
      to
      the Transaction contemplated by this Agreement.

     

    (jj) Books
      and Records.
      The
      minute books and other corporate records of the Company, all of which have
      been
      made available to Buyer, are complete and correct. The Company currently
      maintains an adequate system of internal controls. At the Closing, all of those
      books and records will be in the possession of the Company or will be delivered
      to Buyer or the Company.

     

    (kk) Condition
      of Assets.
      The
      equipment and leasehold improvements owned by the Company are, taken as a whole,
      in good operating condition and repair, normal wear and tear excepted, and
      are
      adequate for the uses to which they are being put. The real property, personal
      property, intangible property and intellectual property owned, licensed or
      leased by the Company are sufficient for the continued conduct of the businesses
      of the Company after the Closing in substantially the same manner as conducted
      prior to the Closing.

     

    (ll) Trade
      Controls.
      The
      Company is not a party to any contract or bid with a Prohibited Person. Since
      January 1, 2002, the Company has not, to the Knowledge of the Company, conducted
      business with a Person who was, at the time of the Transaction in question,
      a
      Prohibited Person.

     


    
      
         

      

      
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    (mm) Ethical
      Practices.
      Each of
      the Company and, to the Knowledge of the Company, its employees, agents,
      consultants and each other Person acting for, or on behalf of, the Company,
      has
      complied with the United States Foreign Corrupt Practices Act (the “FCPA”)
      and
      all other applicable laws regarding illegal payments and gratuities
      (collectively with the FCPA, the “Improper
      Payment Laws”),
      and
      has not, directly or indirectly, used funds or other assets, or made any promise
      or undertaking in such regard, for any illegal payments to or for the benefit
      of
      any Person or the establishment or maintenance of a secret or unrecorded fund.
      Notwithstanding the provisions of the immediately preceding sentence, the
      representations set forth in such sentence shall be applicable to the Company’s
      employees, agents, and consultants and other Persons acting for, or on behalf
      of, the Company solely to the extent that such actions of such Persons result
      in
      the imposition of liability on the Company or Buyer under any Improper Payment
      Laws. There have been no false or fictitious entries made in the books or
      records of the Company relating to any such illegal payment or secret or
      unrecorded fund.

     

    (nn) Stockholder
      Voting Requirements.
      The
      Stockholders’ vote in favor of the adoption of this Agreement, the Related
      Documents and the transactions contemplated hereby and thereby is the only
      vote
      of the holders of any class or series of the Company Stock required by
      applicable law (including, without limitation, the CBCA) and the Company’s
      organizational instruments to duly effect such adoption. All requisite
      Stockholder votes and approvals under applicable law have been or shall be
      obtained prior to the Closing. 

     

    (oo) SERP.
      The
      Unicircuit Nonqualified Supplemental Executive Retirement Plan and any and
      all
      related documents have been terminated and the Company has no obligation to
      any
      Person with respect thereto and no liability or obligation
      thereunder.

     

    (pp) Disclosure.
      None of
      the representations and warranties of the Company contained in this Agreement
      or
      any of the transaction documents to which it is a party, taken as a whole,
      contains or will contain any untrue statement of a material fact, or omits
      to
      state any material fact required to be stated or necessary to make any such
      information or document, in light of the circumstances, not
      misleading.

     

    §4. Representations
      and Warranties of Parent

     

    Parent
      represents and warrants to the Stockholders that the statements contained in
      this §4 are correct and complete as of the date of this Agreement and will be
      correct and complete as of the Closing Date (as though made then and as though
      the Closing Date were substituted for the date of this Agreement throughout
      this
§4), except as set forth in Buyer Disclosure Schedule.

     

    (a) Organization
      of Parent and Buyer.
      Parent
      is a corporation duly organized, validly existing, and in good standing under
      the laws of the jurisdiction of the State of New York. Buyer is a corporation
      duly organized, validly existing, and in good standing under the laws of the
      jurisdiction of the State of Colorado.

     

    (b) Authorization
      of Transaction.
      Each of
      Parent and Buyer has full power and authority (including full corporate or
      other
      entity power and authority) to execute and deliver this Agreement and the
      Related Documents to which it is or will be a party and to perform its
      obligations hereunder and thereunder. This Agreement and the Related Documents
      to which each of Parent and Buyer is or will be a party constitute the valid
      and
      legally binding obligations of such persons, enforceable in accordance with
      their terms and conditions. Each of Parent and Buyer need not give any notice
      to, make any filing with, or obtain any authorization, consent, or approval
      of
      any government or governmental agency in order to consummate the transactions
      contemplated by this Agreement or the Related Documents to which Buyer is or
      will be a party. The execution, delivery and performance of this Agreement
      and
      the Related Document to which each of Buyer and Parent is or will be a party
      have been duly authorized by them as applicable.

     

    
      
         

      

      
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    (c) Non-contravention.
      Neither
      the execution and delivery of this Agreement or the Related Documents to which
      each of Parent and Buyer is or will be a party, nor the consummation of the
      transactions contemplated hereby or thereby, will (A) violate any constitution,
      statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
      or other restriction of any government, governmental agency, or court to which
      Buyer is subject or any provision of its charter, bylaws, or other governing
      documents or (B) conflict with, result in a breach of, constitute a default
      under, result in the acceleration of, create in any Person the right to
      accelerate, terminate, modify, or cancel, or require any notice under any
      agreement, contract, lease, license, instrument, or other arrangement to which
      Buyer is a party or by which it is bound or to which any of its assets is
      subject.

     

    (d) Brokers’
      Fees.
      Each of
      Parent and Buyer has no liability or obligation to pay any fees or commissions
      to any broker, finder, or agent with respect to the transactions contemplated
      by
      this Agreement.

     

    (e) Disclosure.
      None of
      the representations and warranties of Parent contained in this Agreement or
      any
      of the transaction documents to which it is a party, taken as a whole, contains
      or will contain any untrue statement of a material fact, or omits to state
      any
      material fact required to be stated or necessary to make any such information
      or
      document, in light of the circumstances, not misleading.

     

    §5. Pre-Closing
      Covenants

     

    The
      Parties agree as follows with respect to the period between the execution of
      this Agreement and the Closing.

     

    (a) General.
      Each of
      the Parties will use his, her, or its reasonable best efforts to take all
      actions and to do all things necessary in order to consummate and make effective
      the transactions contemplated by this Agreement (including satisfaction, but
      not
      waiver, of the Closing conditions set forth in this Agreement).

     

    (b) Notices
      and Consents.
      The
      Company will give any requisite notices to third parties, and the Company will
      use its commercially reasonable efforts to obtain any required third party
      consents. Each of the Parties will give any notices to, make any filings with,
      and use its best efforts to obtain any authorizations, consents, and approvals
      of governments and governmental agencies necessary to consummate the
      transactions contemplated by this Agreement and the Related Documents.


     

    
      
         

      

      
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    (c) Operation
      of Business.
      The
      Company will not engage in any practice, take any action, or enter into any
      transaction outside the ordinary course of business other than as contemplated
      by this Agreement. Without limiting the generality of the foregoing, the Company
      will not cause or permit the Company to (i) declare, set aside, or pay any
      dividend or make any distribution with respect to its capital stock or redeem,
      purchase, or otherwise acquire any of its capital stock, (ii) purchase any
      asset
      or incur any liability in excess of Fifty Thousand Dollars ($50,000) without
      obtaining Buyer’s prior written consent, or (iii) otherwise engage in any
      practice, take any action, or enter into any transaction of the sort described
      above; provided, however, that the Company may make distributions to its
      preferred stockholders as permitted in §2(g)(5) of this Agreement and may pay
      employee stockholders as permitted in §2(g)(5) of this Agreement.

     

    (d) Preservation
      of Business.
      The
      Company will keep its business and properties substantially intact, including
      its present operations, physical facilities, working conditions, insurance
      policies, and relationships with lessors, licensors, suppliers, customers,
      and
      employees.

     

    (e) Full
      Access.
      The
      Company will permit representatives of Buyer and its professionals to have
      full
      access at all reasonable times, and in a manner so as not to interfere with
      the
      normal business operations of the Company, to all premises, properties,
      personnel, books, records (including Tax records), contracts, and documents
      of
      or pertaining to the Company.

     

    (f) Notice
      of Developments.
      The
      Company will give prompt written notice to Buyer of any material adverse
      development causing a breach of any of the representations and warranties in
§3
      above. Each Party will give prompt written notice to the others of any material
      adverse development causing a breach of any of its own representations and
      warranties in §3 or §4 above. No disclosure by any Party pursuant to this
      paragraph, however, shall be deemed to amend or supplement the Disclosure
      Schedule or to prevent or cure any misrepresentation, breach of warranty, or
      breach of covenant

     

    (g) Exclusivity.
      Subject
      to the provisions of §10(c) below, neither the Company nor any of its directors,
      officers, employees or agents will directly or indirectly (i) solicit, initiate,
      or encourage the submission of any proposal or offer from any Person relating
      to
      the acquisition of any capital stock or other voting securities, or any portion
      of the assets, of the Company (including any acquisition structured as a merger,
      consolidation, or share exchange), other than in the ordinary course of business
      or (ii) participate in any discussions or negotiations regarding, furnish any
      information with respect to, assist or participate in, or facilitate in any
      other manner any effort or attempt by any Person to do or seek any of the
      foregoing. The Company shall notify Buyer immediately if any Person makes any
      proposal, offer, inquiry, or contact with respect to any of the foregoing.
      

     

    (h) Maintenance
      of Real Property.
      The
      Company will maintain the Real Property, including all of the improvements,
      in
      substantially the same condition as existed on the date of this Agreement,
      ordinary wear and tear excepted, and shall not demolish or remove any of the
      existing improvements, or erect new improvements on the Real Property or any
      portion thereof, without the prior written consent of Buyer.

     

    
      
         

      

      
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    (i) Leases.
      The
      Company will not permit any of the Company’s Leases to be amended, modified,
      extended, renewed or terminated, nor shall the Company enter into any new lease,
      sublease, license or other agreement for the use or occupancy of any Real
      Property, without the prior written consent of Buyer.

     

    (j) Title
      Insurance, Surveys
      and
      Certificate of Compliance.
      The
      Company will use its commercially
      reasonable
      efforts
      to assist Buyer in obtaining the Title Commitments, Title Policies and Surveys
      in form and substance as set forth in this Agreement, within the time periods
      set forth therein, including removing from title any Encumbrances or
      encumbrances that are not Permitted Encumbrances. The Stockholders shall provide
      the Title Company with any affidavits, indemnities, memoranda or other
      assurances requested by the Title Company to issue the Title
      Policies.
      Prior to
      Closing, the Company will obtain and deliver to Parent a Certificate of
      Compliance in accordance with Section 10.7 of the Southpark Covenants that
      the
      Real Property is not in violation of the Southpark Covenants.

     

    (k) The
      Company’s Stockholders’ Meeting.
      No
      less
      than three (3) business days after the execution and delivery of this Agreement
      by all Parties, the Company shall duly call a meeting of the Stockholders to
      obtain all necessary Stockholders’ approvals of this Agreement, including,
      without limitation, the plan of merger described herein with such meeting being
      scheduled for the earliest time permissible under applicable law and the
      Company’s By-laws. Subject to §10(c) of this Agreement, prior to and at the
      Company Stockholders’ meeting, the Company Board of Directors shall unanimously
      recommend that the Stockholders approve this Agreement and the
      Merger.

     

    (l) Employment
      Agreements.
      Prior to
      Closing the Company shall satisfy in full all current obligations of the Company
      in employment agreements between the Company and officers or employees of the
      Company.

     

    (m) Identified
      Liabilities.
      Prior to
      or at the Closing the Company shall either satisfy or accrue for financial
      accounting purposes the Identified Liabilities.

     

    (n) Line
      of Credit.
      Effective as of the Closing, the Company shall terminate all of its letters
      of
      credit.

     

    (o) Adjustments.
      Prior
      to the Closing the Company shall write off, write down and/or adjust the items
      listed on Schedule
      §5(o)
      in the
      manner set forth in Schedule
      §5(o)
      on its
      books and financial records and for Tax purposes. 

     

    (p) Letters
      of Credit.
      At or
      before the Closing the Company shall terminate its letters of
      credit.

     

    (q) Transaction
      Expenses.
      At or
      before the Closing the Company shall pay all of the Transaction Expenses by
      check or wire transfer.

     

    (r) Termination
      of Certain Equity Based Rights and Certain Bonus Participation.
      Prior
      to the Closing the Company shall terminate all outstanding or authorized
      options, warrants, purchase rights, subscription rights, conversion rights,
      exchange rights, or other contracts or commitments, and all related plans,
      that
      could require the Company to issue, sell, or otherwise cause to become
      outstanding any of its capital stock. Prior to the Closing the Company shall
      terminate all stock appreciation, phantom stock, profit participation, or
      similar rights, and all related plans, with respect to the Company, excluding
      the Company’s 401(k) retirement Plan. The following individuals’ rights to
      participate in any bonus arrangement and/or bonus plan of the Company in
      existence immediately prior to the Closing shall be terminated: Kerry Bode,
      Lance Riley, Ty Gragg and Anthony Carfanga.

     

    
      
         

      

      
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    §6. Post-Closing
      Covenants

     

    The
      Parties agree as follows with respect to the period following the
      Closing.

     

    (a) General.
      In case
      at any time after the Closing any further actions are necessary or desirable
      to
      carry out the purposes of this Agreement or any of the Related Documents, each
      of the Parties will take such further reasonable actions (including the
      execution and delivery of such further instruments and documents) as any other
      Party may reasonably request, all at the sole cost and expense of the requesting
      Party (unless the requesting Party is entitled to indemnification therefor).
      The
      Company acknowledges and agrees that from and after the Closing, the Surviving
      Corporation will be entitled to possession of all documents, books, records
      (including Tax records), agreements, and financial data of any sort relating
      to
      the Company.

     

    (b) Litigation
      Support.
      In the
      event and for so long as any Party actively is contesting or defending against
      any action, suit, proceeding, hearing, investigation, charge, complaint, claim,
      or demand in connection with (i) any transaction contemplated under this
      Agreement or any Related Document, (ii) any fact, situation, circumstance,
      status, condition, activity, practice, plan, occurrence, event, incident,
      action, failure to act or transaction, on or prior to the Closing Date,
      involving the Company, each of the other Parties shall cooperate with him,
      her,
      or it and his, her, or its counsel in the defense or contest, make available
      his, her, or its personnel, and provide such testimony and access to his, her,
      or its books and records as shall be reasonably necessary in connection with
      the
      defense or contest, all at the sole cost and expense of the contesting or
      defending Party (unless the contesting or defending Party is entitled to
      indemnification therefore). The provision of this§6(b)
      shall not apply to any litigation where at least one Party hereto is opposing
      another Party hereto in any litigation.

     

    (c) Transition.
      The
      Company shall not take any action that is designed or intended to have the
      effect of discouraging any lessor, licensor, customer, supplier, or other
      business associate of the Company from maintaining the same business
      relationships with the Company after the Closing as it maintained with the
      Company prior to the Closing.

     

    (d) Satisfaction
      of Real Estate Mortgage Loan.
      Immediately following the Closing or the next business day Parent shall cause
      the Surviving Corporation to satisfy the Real Estate Mortgage Loan.

     

    (e) No
      338 Election.
      Neither
      Parent, Buyer nor the Company shall make an election under Code§ 338 or under
      take any action resulting in a deemed election under Code § 338 regarding the
      Merger.

     

    
      
         

      

      
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    §7. Conditions
      to Obligation to Close

     

    (a) Conditions
      to Buyer’s Obligation.
      Each of
      Buyer’s and Parent’s obligations to consummate the transactions to be performed
      by them in connection with the Closing are subject to satisfaction of all the
      following conditions:

     

    (1) the
      representations and warranties set forth in §3 above shall be true and correct
      in all material respects at and as of the Closing Date, except to the extent
      that such representations and warranties are qualified by the term “material,”
or contain terms such as “Material
      Adverse Effect”
or
      “Material
      Adverse Effect on The Company,”
in
      which case such representations and warranties (as so written, including the
      term “material”
or
      “Material”)
      shall
      be true and correct in all respects at and as of the Closing Date;

     

    (2) The
      Company shall have performed and complied with all of their covenants hereunder
      in all respects through the Closing;

     

    (3) The
      Company shall have procured all requisite third-party consents;

     

    (4) no
      action, suit, or proceeding shall be pending or threatened before
      (or that could come before) any court or quasi-judicial or administrative agency
      of any federal, state, local, or foreign jurisdiction or before (or that could
      come before) any arbitrator wherein an unfavorable injunction, judgment, order,
      decree, ruling, or charge would (A) prevent consummation of any of the
      transactions contemplated by this Agreement or any Related Document, (B) cause
      any of the transactions contemplated by this Agreement or any Related Document
      to be rescinded following consummation, (C) adversely affect the right of Parent
      to own the Company Stock and to control the Company, (D) adversely affect the
      right of the Company to own its assets and to operate its business (and no
      such
      injunction, judgment, order, decree, ruling, or charge shall be in effect),
      or
      (E) amount to a liability for the Company (including reasonable attorneys’ fees
      and expense) in excess of one hundred thousand dollars ($100,000);

     

    (5) The
      Company shall have delivered to Buyer a certificate to the effect that each
      of
      the conditions specified above is satisfied in all respects;

     

    (6) Parent
      and Buyer shall have received from counsel to the Company an opinion in form
      and
      substance as set forth in Exhibit
      F
      attached
      hereto, addressed to Parent and Buyer and on which Parent and Buyer shall be
      entitled to rely, and dated as of the Closing Date;

     

    (7) Buyer
      shall have obtained, no later than ten (10) days prior to the Closing, a
      commitment for a 1992 ALTA Owner’s Title Insurance Policy or other form of
      policy reasonably acceptable to Buyer for each Owned Real Property (other than
      Owned Real Property located outside the U.S.) issued by a title insurance
      company satisfactory to Buyer (the “Title
      Company”),
      together with a copy of all documents referenced therein (the “Title
      Commitments”); 

     

    (8) at
      the
      Closing, Buyer shall have obtained title insurance policies from the Title
      Company (which may be in the form of a mark-up of a pro forma of the Title
      Commitments) in accordance with the Title Commitments, insuring each of the
      Company’s fee simple title to each Owned Real Property as of the Closing Date
      (including all recorded appurtenant easements, insured as separate legal
      parcels), with gap coverage from the Company through the date of recording,
      subject only to Permitted Encumbrances, in such amount as Buyer determines
      to be
      the value of the Real Property insured thereunder and which shall include the
      endorsements identified herein (the “Title
      Policies”);
      the
      Title Policies shall have the creditor’s rights exception deleted, and shall
      include the following endorsements (to the extent available in the applicable
      jurisdiction, but regardless of whether any additional amount is charged for
      such endorsement), in form and substance reasonably acceptable to Buyer: (i)
      extended coverage endorsement (insuring over the general or standard
      exceptions); (ii) a survey accuracy endorsement (insuring that the Real Property
      described therein is the real property shown on the Survey (as defined below)
      delivered with respect thereto and that such Survey is an accurate survey
      thereof); (iii) non-imputation endorsement (to the effect that title defects
      known to the employees, officers, directors, and stockholders of the Company
      prior to the Closing shall not be deemed to be “facts known to the insured”);
      and (iv) such other endorsements as reasonably requested by Buyer; and Buyer
      shall have paid or committed to pay all fees, costs and expenses with respect
      to
      the Title Commitments and Title Policies prior to Closing;

     

    
      
         

      

      
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    (9) the
      Company shall have obtained and delivered to Buyer a zoning letter issued by
      the
      governmental agency having jurisdiction over zoning matters, stating the zone
      designation of the Real Property, and that such designation is the correct
      designation for the current use of the Real Property and that the Real Property
      otherwise complies with all zoning and similar laws;

     

    (10) the
      Company shall have obtained and delivered to Buyer an estoppel certificate
      with
      respect to each of the Leases, dated no more than 30 days prior to the Closing
      Date, from the other party to such Lease, in form and substance satisfactory
      to
      Buyer;

     

    (11) no
      damage
      or destruction or other change has occurred with respect to any of the Real
      Property or any portion thereof that, individually or in the aggregate, would
      materially impair the use or occupancy of the Real Property or the operation
      of
      the Company’s business as currently conducted thereon;

     

    (12) no
      damage
      or destruction or other change has occurred with respect to any of the personal
      property of the Company or any portion thereof that, individually or in the
      aggregate, would materially impair the use or occupancy of the Real Property
      or
      the operation of the Company’s business as currently conducted
      thereon;

     

    (13) each
      of
      Kerry Bode, Lance Riley, Ty Gragg and Anthony Carfagna shall have entered into
      employment agreements with Buyer substantially in the form and substance of
      Exhibits B, C, D and E of this Agreement, and such agreements shall be in full
      force and effect as of the Closing;

     

    (14) the
      Company shall have delivered to Buyer copies of the articles of incorporation
      of
      the Company certified on or soon before the Closing Date by the CO
      Secretary;

     

    (15) the
      Company shall have delivered to Buyer the certificate of good standing of the
      Company issued on or soon before the Closing Date by the Secretary of State
      (or
      comparable officer) of the jurisdiction of each of the States in which the
      Company is qualified to do business;


    
      
         

      

      
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    (16) the
      Company shall have delivered to Buyer a certificate of the Secretary or an
      Assistant Secretary of the Company, dated the Closing Date, in form and
      substance reasonably satisfactory to Buyer, as to: (i) no amendments to the
      articles of incorporation of the Company since the July 1, 2008; (ii) the
      By-laws of the Company; (iii) the resolutions of the board of directors and
      Stockholders of the Company authorizing the execution, delivery, and performance
      of this Agreement and the transactions contemplated hereby; (iv) incumbency
      and
      signatures of the officers of the Company executing this Agreement or any other
      agreement contemplated by this Agreement, and (v) the required approvals of
      the
      Company’s common Stockholders and preferred Stockholders; and, not more than
      five percent (5%) of each of the outstanding common and the outstanding
      preferred shares of the Company have exercised rights to dissent to the Merger
      under the CBCA; 

     

    (17) Buyer
      shall have received the documents specified in §2(m) of this Agreement;


     

    (18) Buyer
      shall have received a certificate from the Company dated as of the Closing
      Date
      and sworn under penalty of perjury stating that the Company is or has been
      at
      any time during the five (5)-year period ending on the date of certification
      a
“United States real property holding company” within the meaning of Code §
897(c)(2); and

     

    (19) Buyer
      has
      determined, in its sole and reasonable discretion, that the Net Book Value
      of
      the Company as of the Closing Date is within the Net Book Value Range.


     

    Each
      of
      Buyer and Parent may waive any condition specified in this Agreement by
      executing a writing so stating prior to Closing.

     

    (b) Conditions
      to the Company’s Obligation.
      The
      obligation of the Company to consummate the transactions to be performed by
      it
      in connection with the Closing is subject to satisfaction of the following
      conditions:

     

    (1) the
      representations and warranties set forth in §4 above shall be true and correct
      in all material respects at and as of the Closing Date;

     

    (2) Buyer
      and
      Parent shall have performed and complied with all of their respective covenants
      hereunder in all material respects through the Closing;

     

    (3) no
      action, suit, or proceeding shall be pending before any court or quasi-judicial
      or administrative agency of any federal, state, local, or foreign jurisdiction
      or before any arbitrator wherein an unfavorable injunction, judgment, order,
      decree, ruling, or charge would (A) prevent consummation of any of the
      transactions contemplated by this Agreement or (B) cause any of the transactions
      contemplated by this Agreement to be rescinded following consummation (and
      no
      such injunction, judgment, order, decree, ruling, or charge shall be in
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    (4) Parent
      shall have delivered to the Company a certificate to the effect that each of
      the
      conditions specified above is satisfied in all respects;

     

    (5) the
      Company shall have received from counsel to Parent an opinion in form and
      substance as set forth in Exhibit
      G
      attached
      hereto; and

     

    (6) Parent
      shall have delivered to the Company the documents specified in §2(n) of this
      Agreement.

     

    The
      Company may waive any condition specified in this Agreement by executing a
      writing so stating at or prior to the Closing. 

     

    §8. Remedies
      for Breaches of this Agreement

     

    (a) Survival
      of Representations and Warranties.
      Subject
      to §8(h), all of the representations and warranties of the Company and Parent
      contained in this Agreement shall survive the Closing hereunder (even if the
      damaged Party knew or had reason to know of any misrepresentation or breach
      of
      warranty or covenant at the time of Closing) and continue in full force and
      effect until the second (2nd)
      anniversary of the Closing Date; provided, however, that any claims for
      indemnification made prior to the second (2nd)
      anniversary of the Closing Date shall continue until finally resolved provided
      the same become known and recorded in accordance with GAAP during the escrow
      period or are identified as potential indemnifiable liabilities under this
      Agreement or any Related Document during the escrow period and Parent has made
      a
      good faith estimate of the amount of such liability within the escrow period
      and
      the restriction in §8(b) no longer applies (or would no longer apply after
      taking into account such claims).

     

    (b) Tipping
      Basket. Subject
      to the limitations in §2(j), no Buyer Indemnitee or Company Indemnitee shall be
      entitled to indemnification under this §8 unless and until the aggregate amount
      of Adverse Consequences for Buyer Indemnitees and Company Indemnitees,
      respectively, resulting from, arising out of, relating to and the nature of,
      or
      caused by, a breach of a representation, warranty and/or covenant exceed one
      hundred thousand dollars ($100,000) in the aggregate in which case the
      Indemnifying Party shall be liable for all Adverse Consequences Damages relating
      thereto on a dollar for dollar basis beginning with the first dollar of Adverse
      Consequences relating thereto (e.g., if there are $100,001 of Adverse
      Consequences, the indemnitee shall be entitled to $100,001 dollars of
      indemnification).

     

    (c) Indemnification
      Provisions for Buyer Indemnitees’ Benefit.
      In the
      event the Company breaches any of its representations, warranties, and/or
      covenants contained in this Agreement or any Related Documents, and/or under
      the
      provisions in §2(j) of this Agreement, or any of the Company’s representations,
      warranties, and covenants contained in this Agreement, any Related Documents,
      and/or under the provisions in §2(j) of this Agreement are inaccurate or untrue,
      and, provided that Buyer Indemnitee complies with the terms of the Escrow
      Agreement, then Buyer, Parent and the Surviving Corporation and their Affiliates
      and respective officers, directors, shareholders, employees, attorneys,
      accountants and agents (the “Buyer
      Indemnitees”),
      subject to §8(b), shall be entitled to all rights and privileges under the
      Escrow Agreement, and shall be indemnified and held harmless out of the Escrow
      Fund from and against the entirety of any Adverse Consequences suffered by
      Buyer
      Indemnitees resulting from, arising out of, relating to and the nature of,
      or
      caused by, such breach, inaccuracy or untrue statement.

     

    
      
         

      

      
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    (d) Indemnification
      Provisions for the Stockholders’ Benefit.
      In the
      event Parent or Buyer breaches any of its representations, warranties, and/or
      covenants contained this Agreement or any Related Documents, or any of Parent
      or
      Buyer’s representations, warranties, and covenants contained in this Agreement
      or any Related Documents are inaccurate or untrue, and, provided that the
      Company Indemnitee complies with the terms of the Escrow Agreement, then the
      Stockholders and their Affiliates and their respective officers, directors,
      shareholders, employees, trustees, attorneys, accountants and agents (the
“Company
      Indemnitees”),
      subject to §8(b), shall be entitled to all rights and privileges under the
      Escrow Agreement, and the Surviving Corporation shall indemnify the Company
      Indemnitees from and against the entirety of any Adverse Consequences suffered
      by Company Indemnitees resulting from, arising out of, relating to and the
      nature of, or caused by, such breach, inaccuracy or untrue
      statement.
      Notwithstanding anything to the contrary in this Agreement or any Related
      Document, the Surviving Corporation’s aggregate indemnification obligations for
      a new claim under this Agreement shall not exceed the balance of Escrow Funds
      available to indemnify Buyer Indemnitees for new claims against the
      Company.

     

    (e) Limitations
      for Adjustment Items.
      Notwithstanding
      anything contained in this §8, §2(j), or elsewhere in this Agreement to the
      contrary, Buyer Indemnitees shall be entitled to dollar for dollar
      indemnification from the Escrow for each item listed in Schedule §5(o) only to
      the extent the liabilities, write-offs and/or reserves for such item are
      required by applicable law to be increased to equal more than the amount of
      such
      item as set forth on Schedule §5(o) immediately before the adjustment required
      by Schedule §5(o) plus one-half (1/2) of the difference between the amount of
      such item after the adjustment required by Section §5(o) and the amount of such
      item set forth on Schedule §5(o) immediately before such adjustment; provided,
      however, that the foregoing indemnification shall be subject to the Tipping
      Basket limitations on indemnification as provided in §8(b).

     

    (f) Matters
      Involving Third Parties.

     

    (1) If
      any
      third party shall notify any Party (the “Indemnified
      Party“)
      with
      respect to any matter (a “Third-Party
      Claim”)
      which
      may give rise to a claim for indemnification against any other Party (the
“Indemnifying
      Party”)
      under
      this §8, then the Indemnified Party shall promptly notify each Indemnifying
      Party thereof in writing; provided,
      however,
      that no
      delay on the part of the Indemnified Party in notifying any Indemnifying Party
      shall relieve the Indemnifying Party from any obligation hereunder unless (and
      then solely to the extent) the Indemnifying Party is thereby
      prejudiced.

     

    (2) Any
      Indemnifying Party will have the right to defend the Indemnified Party against
      the Third-Party Claim with counsel of its choice satisfactory to the Indemnified
      Party so long as (A) the Indemnifying Party notifies the Indemnified Party
      in
      writing within fifteen (15) days after the Indemnified Party has given notice
      of
      the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified
      Party from and against the entirety of any Adverse Consequences the Indemnified
      Party may suffer resulting from, arising out of, relating to, in the nature
      of,
      or caused by the Third-Party Claim, (B) the Indemnifying Party provides the
      Indemnified Party with evidence acceptable to the Indemnified Party that the
      Indemnifying Party will have the financial resources to defend against the
      Third-Party Claim and fulfill its indemnification obligations hereunder, (C)
      the
      Third-Party Claim involves only money damages and does not seek an injunction
      or
      other equitable relief, (D) settlement of, or an adverse judgment with respect
      to, the third Party Claim is not, in the good faith judgment of the Indemnified
      Party, likely to establish a precedential custom or practice materially adverse
      to the continuing business interests or the reputation of the Indemnified Party,
      and (E) the Indemnifying Party conducts the defense of the Third-Party Claim
      actively and diligently; provided,
      however,
      if the
      Adverse Consequences might exceed the sum of Five Hundred Thousand Dollars
      ($500,000) as reasonably estimated in good faith by the Indemnified Party or,
      in
      addition, in the case where Buyer Indemnitees are the Indemnified Party, the
      balance remaining in the Escrow Fund, whichever is less, then the Indemnified
      Party may, at its option, control the defense of the Third-Party Claim.



    
      
         

      

      
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    (3) So
      long
      as the Indemnifying Party is conducting the defense of the Third-Party Claim
      in
      accordance with §8(f)(2) above, (A) the Indemnified Party may retain separate
      co-counsel at his, her, or its sole cost and expense and participate in the
      defense of the Third-Party Claim, (B) the Indemnified Party will not consent
      to
      the entry of any judgment on or enter into any settlement with respect to the
      Third-Party Claim without the prior written consent of the Indemnifying Party
      (not to be unreasonably withheld), and (C) the Indemnifying Party will not
      consent to the entry of any judgment on or enter into any settlement with
      respect to the Third-Party Claim without the prior written consent of the
      Indemnified Party (not to be unreasonably withheld).

     

    (4) In
      the
      event any of the conditions in this Agreement above is or becomes unsatisfied,
      however, (A) the Indemnified Party may defend against, and consent to the entry
      of any judgment on or enter into any settlement with respect to, the Third-Party
      Claim in any manner the Indemnified Party may deem appropriate (and the
      Indemnified Party need not consult with, or obtain any consent from, any
      Indemnifying Party in connection therewith), (B) the Indemnifying Parties will
      reimburse the Indemnified Party promptly and periodically for the costs of
      defending against the Third-Party Claim (including reasonable attorneys’ fees
      and expenses), and (C) the Indemnifying Parties will remain responsible for
      any
      Adverse Consequences the Indemnified Party may suffer resulting from, arising
      out of, relating to, in the nature of, or caused by the Third-Party Claim to
      the
      fullest extent provided in this §8.

     

    
      
         

      

      
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    (g) Purchase
      Price Adjustment.
      All
      indemnification payments under this Agreement to Buyer Indemnitees shall be
      adjustments to the Merger Consideration and shall be made as a payment to Buyer
      Indemnitees from the Escrow Fund in accordance with the terms of the Escrow
      Agreement.

     

    (h) Other
      Indemnification Provisions.
      The
      indemnification provisions in this Agreement are in addition to, and not in
      derogation of, any statutory, equitable or common law remedy (including without
      limitation any such remedy arising under environmental, health, and safety
      requirements), and/or any remedy for fraud or intentional misrepresentation
      any
      Party may have with respect to any other Party, or the transactions contemplated
      by this Agreement and/or any of the Related Documents, and the limitations
      set
      forth in this Agreement shall not apply thereto. 

     

    §9. Tax Matters.

     

    The
      following provisions shall govern the allocation of responsibility as between
      Buyer and Stockholders for certain Tax matters following the Closing
      Date:

     

    (a) Straddle
      Period.
      In the
      case of any Taxable Period that includes (but does not end on) the Closing
      Date
      (a “Straddle
      Period”),
      the
      amount of any Taxes based on or measured by income or receipts of the Company
      for the Pre-Closing Tax Period shall be determined based on an interim closing
      of the books as of the close of business on the Closing Date (and for such
      purpose, the taxable period of any partnership or other pass-through entity
      in
      which the Company holds a beneficial interest shall be deemed to terminate
      at
      such time) and the amount of other Taxes of the Company for a Straddle Period
      that relates to the Pre-Closing Tax Period shall be deemed to be the amount
      of
      such Tax for the entire Taxable Period multiplied by a fraction the numerator
      of
      which is the number of days in the Taxable Period ending on the Closing Date
      and
      the denominator of which is the number of days in such Straddle
      Period.

     

    (b) Responsibility
      for Filing Tax Returns.
      The
      Company shall prepare or cause to be prepared and file or cause to be filed
      all
      Tax Returns for the Company that are for periods ending on or after the Closing
      Date and are to be filed after the Closing Date. The reasonable estimated
      expenses associated with the preparation of the foregoing Tax Returns shall
      be
      accrued as a liability for purposes of calculating Net Book Value.

     

    (c) Cooperation
      on Tax Matters.

     

    (1) Each
      Party shall cooperate using its commercially reasonable best efforts, as and
      to
      the extent reasonably requested by the other Party, in connection with the
      filing of Tax Returns pursuant to §9(b) and any audit, litigation or other
      proceeding with respect to Taxes. Such cooperation shall include the retention
      and (upon the other Party’s request) the provision of records and information
      that are reasonably relevant to any such audit, litigation or other proceeding
      and making employees available on a mutually convenient basis to provide
      additional information and explanation of any material provided hereunder.
      The
      Company agrees (A) to retain all books and records with respect to Tax matters
      pertinent to the Company relating to any taxable period beginning before the
      Closing Date until the expiration of the statute of limitations (and, to the
      extent notified by Buyer, any extensions thereof) of the respective taxable
      periods, and to abide by all record retention agreements entered into with
      any
      taxing authority, and (B) to give the other Parties reasonable written notice
      prior to transferring, destroying or discarding any such books and records
      and,
      if the other Party so requests, the Company shall allow the other Party to
      take
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    (2) The
      Company further agrees, upon request from Buyer, to use its commercially
      reasonable best efforts to obtain any certificate or other document from any
      governmental authority or any other Person as may be necessary to mitigate,
      reduce or eliminate any Tax that could be imposed (including, but not limited
      to, with respect to the transactions contemplated hereby).

     

    (3) Buyer
      and
      the Company further agree, upon request, to provide the other Party with all
      information that either Party may be required to report pursuant to Code §6043,
      or Code §6043A, or Treasury Regulations promulgated thereunder.

     

    (d) Certain
      Taxes and Fees.
      All
      transfer, documentary, sales, use, stamp, registration and other such Taxes,
      and
      all conveyance fees, recording charges and other fees and charges (including
      any
      penalties and interest) incurred in connection with consummation of the
      transactions contemplated by this Agreement shall be paid by the Company at
      or
      prior to Closing.

     

    §10. Termination

     

    (a) Termination
      of Agreement.
      Certain
      of the Parties may terminate this Agreement as provided below:

     

    (1) Buyer
      and
      the Company may terminate this Agreement by mutual written consent at any time
      prior to the Closing;

     

    (2) Buyer
      may
      terminate this Agreement by giving written notice to the Company and the
      Stockholders’ Agent (A) at any time prior to the Closing in the event the
      Company has breached any material representation, warranty, or covenant
      contained in this Agreement, Buyer has notified the Company of the breach,
      and
      the breach has continued without cure for a period of thirty (30) days after
      the
      notice of breach, or (B) if the Closing shall not have occurred on or before
      August 29, 2008, by reason of the failure of any condition precedent in this
      Agreement (unless the failure results primarily from Buyer itself breaching
      any
      representation, warranty, or covenant contained in this Agreement).

     

    (3) The
      Company may terminate this Agreement by giving written notice to Buyer (A)
      at
      any time prior to the Closing in the event Buyer has breached any material
      representation, warranty, or covenant contained in this Agreement, the Company
      has notified Buyer of the breach, and the breach has continued without cure
      for
      a period of thirty (30) days after the notice of breach or (B) if the Closing
      shall not have occurred on or before August 29, 2008, by reason of the failure
      of any condition precedent under this Agreement hereof (unless the failure
      results primarily from the Company breaching any representation, warranty,
      or
      covenant contained in this Agreement).


    
      
         

      

      
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    (4) The
      Company or Buyer may terminate this Agreement if a triggering event occurs
      under
§10(c) of this Agreement upon the condition that the Company pays the fee and
      expenses of Buyer as provided in §10(c).

     

    (b) Effect
      of Termination.
      Subject
      to §10(c), if any Party terminates this Agreement pursuant to §10(a) above, all
      rights and obligations of the Parties hereunder shall terminate without any
      liability of any Party to any other Party (except for any liability of any
      Party
      then in breach). Notwithstanding the termination of this Agreement, §10(c)(4)
      and §11(m) of this Agreement shall continue in full force and effect for the
      period of one (1) year immediately following the date of
      termination.

     

    (c) Fiduciary
      Duties.

     

    (1) Notwithstanding
      anything to the contrary contained in this Agreement, prior to the closing
      or
      the termination of this Agreement in accordance with its terms, the Company
      may,
      to the extent the Board of Directors of the Company determines, in good faith,
      after consultation with outside legal counsel, that the Board’s fiduciary duties
      require it to do so, participate in discussions or negotiations with, furnish
      non-public information of the Company, (but not Buyer, Parent or any of their
      respective affiliates), and afford access to the properties, books or records
      of
      the Company to any Person after such Person has delivered to the Company in
      writing, an unsolicited bona fide proposal with respect to the Company (which
      has not been withdrawn) which the Board of Directors of the Company in its
      good
      faith judgment determines, after reasonable inquiry and consultation with its
      financial advisor (i) would be reasonably likely to result in a transaction
      more
      favorable than that contemplated by this Agreement to the Stockholders of the
      Company (which judgment must be reasonable), and (ii) that the Person making
      such proposal is financially capable of consummating such proposal or that
      the
      financing necessary to consummate such proposal, to the extent required, is
      then
      committed or is capable of being obtained by such Person (a “Superior
      Proposal”). 

     

    (2) In
      the
      event the Company receives a Superior Proposal, nothing contained in this
      Agreement will prevent the Board of Directors of the Company from recommending
      such Superior Proposal to the Stockholders of the Company, if the Board
      determines, in good faith, after consultation with outside legal counsel, that
      such action is required by its fiduciary duties; in such case, the Board of
      Directors of the Company may withdraw, modify or refrain from making its
      recommendations set forth in the relevant sections in this Agreement; provided,
      however, that the Company shall (A) provide Buyer notice of any meeting of
      the
      Board of Directors of the Company at which such Board of Directors is reasonably
      expected to consider a Superior Proposal at the same time that notice thereof
      is
      given to the Board of Directors, (B) not recommend to its Stockholders a
      Superior Proposal for a period of not less than the greater of two (2) full
      business days and forty-eight (48) hours after Buyer’s receipt of a copy of such
      Superior Proposal and the identity of the third party, and (C) not enter into
      a
      definitive agreement relating to such Superior Proposal unless Buyer fails
      to
      match the terms of the Superior Proposal within the greater of two full business
      days and forty-eight (48) hours after Buyer’s receipt of a copy of such Superior
      Proposal and the identity of the third party; and provided, further, that unless
      this Agreement is terminated nothing contained in this Agreement shall limit
      the
      Company’s obligation to hold and convene a special meeting of the Stockholders
      (regardless of whether the recommendation of the Board of Directors of the
      Company shall have been withdrawn, modified or not yet made) to obtain the
      approval thereof for the transactions contemplated by this Agreement and the
      Related Documents or to provide the Stockholders with material information
      relating to such meeting.


    
      
         

      

      
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    (3) Notwithstanding
      anything to the contrary herein, in the event of a Superior Proposal, the
      Company shall not provide any non-public information of the Company to a third
      party unless: (x) the Company provides such non-public information pursuant
      to a
      nondisclosure agreement with terms regarding the protection of oral or written
      confidential information at least as restrictive as such terms in the
      confidentiality agreement heretofore entered into with Parent; and (y) such
      non-public information has been previously delivered or made available to
      Buyer.

     

    (4) In
      the
      event this Agreement is terminated because (i) the Company receives and accepts
      a Superior Proposal, or (ii) after the receipt of a Superior Proposal, the
      Stockholders do not approve this transaction, then, the Company shall pay in
      immediately available funds to Buyer, no later than three (3) business days
      after the date of the triggering event, a fee equal to Two Hundred Fifty
      Thousand Dollars ($250,000), as liquidated damages and not as a penalty, plus
      Buyer’s out-of-pocket expenses, including, without limitation, reasonable
      attorneys’ fees, incurred in connection with the proposed
      transaction. 

     

    §11. Miscellaneous

     

    (a) Press
      Releases and Public Announcements.
      No Party
      shall issue any press release or make any public announcement relating to the
      subject matter of this Agreement prior to the Closing without the prior written
      approval of Buyer and the Company; provided, however, that Parent may make
      any
      public disclosure it believes in good faith is required by applicable law or
      any
      listing or trading agreement concerning Parent’s publicly traded securities (in
      which case the disclosing Parent will use its reasonable best efforts to inform
      the other Parties prior to making the disclosure).

     

    (b) No
      Third-Party Beneficiaries.
      This
      Agreement shall not confer any rights or remedies upon any Person other than
      the
      Parties and their respective successors and permitted assigns.

     

    (c) Entire
      Agreement.
      This
      Agreement (including the documents referred to herein), the nondisclosure
      agreements effective March 8, 2007, constitute the entire agreement among the
      Parties and supersede all prior understandings, agreements, or representations
      by or among the Parties, written or oral, to the extent they relate in any
      way
      to the subject matter hereof. In the event of any conflict between the
      provisions of this Agreement and the provisions of the nondisclosure agreements,
      this Agreement shall prevail.

     

    (d) Succession
      and Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties named
      herein and their respective successors and permitted assigns. No Party may
      assign or delegate either this Agreement or any of its rights, interests, or
      obligations hereunder without the prior written approval of all other Parties;
      provided, however, that Buyer may (i) assign any or all of its rights and
      interests hereunder to one or more of its Affiliates and (ii) designate one
      or
      more of its Affiliates to perform its obligations hereunder (in any or all
      of
      which cases Buyer nonetheless shall remain responsible for the performance
      of
      all of its obligations hereunder).

     

    
      
         

      

      
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      Version


     

    (e) Counterparts.
      This
      Agreement may be executed in one or more counterparts (including by means of
      facsimile), each of which shall be deemed an original but all of which together
      shall constitute one and the same instrument.

     

    (f) Headings.
      The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    (g) Notices.
      All
      notices, requests, demands, claims, and other communications hereunder shall
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly given (i) when delivered personally to the recipient,
      (ii)
      one (1) business day after being sent to the recipient by reputable overnight
      courier service (charges prepaid), (iii) one (1) business day after being sent
      to the recipient by facsimile transmission if
      completely sent and received, as evidenced by a transmission or activity report
      of the sender’s facsimile machine,
      or (iv)
      four (4) business days after being mailed to the recipient by certified or
      registered mail, return receipt requested and postage prepaid, and addressed
      to
      the intended recipient as set forth below:


    
      	
               

              If
                to Stockholders’ Agent:

               

              Owen
                Agency, LLC

              438
                S. Reed Court

              Lakewood,
                Colorado 80226

              Attn:
                Taylor Owen

              Facsimile
                303-948-3642

            	
               

              Copy
                to:

               

              Jones
                & Keller, P.C.

              1625
                Broadway

              Denver,
                CO 80202

              Facsimile:
                303-573-0769

              Attn:
                Reid A. Godbolt, Esq.

            


    

     

    
      
         

      

      
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              If
                to Parent:

               

              Anaren,
                Inc.

              P.O.
                Box 178

              East
                Syracuse, NY 13057

              Facsimile:
                315-432-8328 

              Attn:
                David M. Ferrara, General Counsel

            	
              Copy
                to:

               

              Bond,
                Schoeneck & King, PLLC

              One
                Lincoln Center

              Syracuse,
                New York 13202

              Facsimile:
                315-218-8000

              Attn:
                Courtney Wellar, Esq.

            
	
               

              If
                to Buyer:

               

              Anaren
                Acquisition, Inc.

              c/o
                Anaren, Inc.

              P.O.
                Box 178

              East
                Syracuse, NY 13057

              Facsimile:
                315-432-8328

              Attn:
                David M. Ferrara, General Counsel

            	
               

              Copy
                to:

               

              Bond,
                Schoeneck & King, PLLC

              One
                Lincoln Center

              Syracuse,
                New York 13202

              Facsimile:
                315-218-8000

              Attn:
                Courtney Wellar, Esq.

            
	
               

              If
                to Unicircuit, Inc.:

               

              Unicircuit,
                Inc.

              8192
                Southpark Lane

              Littleton,
                CO 80120

              Facsimile:
                303-797-9277

              Attn:
                Mr. Kerry Bode, President

            	
               

              Copy
                to:

               

              Jones
                & Keller, P.C.

              1625
                Broadway

              Denver,
                CO 80202

              Facsimile:
                303-573-0769

              Attn:
                Reid A. Godbolt, Esq.

            


    

    


    (h) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the State of Delaware without giving effect to any choice or conflict
      of
      law provision or rule (whether of the State of Delaware or any other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of Delaware.

     

    (i) Specific
      Performance.
      The
      Parties acknowledge and agree that the business of the Company is unique and
      recognize and affirm that in the event a Party breaches this Agreement, money
      damages would be inadequate and the other Parties would have no adequate remedy
      at law, so that each of the non-breaching Parties shall have the right, in
      addition to any other rights and remedies existing in its favor, to enforce
      their respective rights and the breaching Parties’ obligations hereunder not
      only by action for damages but also by action for specific performance,
      injunctive, and/or other equitable relief.

     

    (j) Submission
      to Jurisdiction.
      Each of
      the Parties submits to the jurisdiction of any state or federal court sitting
      in
      Delaware in any action or proceeding arising out of or relating to this
      Agreement and agrees that all claims in respect of the action or proceeding
      may
      be heard and determined in any such court. Each Party also agrees not to bring
      any action or proceeding arising out of or relating to this Agreement in any
      other court. Each of the Parties waives any defense of inconvenient forum to
      the
      maintenance of any action or proceeding so brought and waives any bond, surety,
      or other security that might be required of any other Party with respect
      thereto. Each Party agrees that a final judgment in any action or proceeding
      so
      brought shall be conclusive and may be enforced by suit on the judgment or
      in
      any other manner provided by law or at equity.

     

    
      
         

      

      
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    Execution
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    (k) Amendments
      and Waivers.
      No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by the Parties. No waiver by any Party of any
      provision of this Agreement or any default, misrepresentation, or breach of
      warranty or covenant hereunder, whether intentional or not, shall be valid
      unless the same shall be in writing and signed by the Party making such waiver
      nor shall such waiver be deemed to extend to any prior or subsequent default,
      misrepresentation, or breach of warranty or covenant hereunder or affect in
      any
      way any rights arising by virtue of any prior or subsequent such default,
      misrepresentation, or breach of warranty or covenant.

     

    (l) Severability.
      Any term
      or provision of this Agreement that is invalid or unenforceable in any situation
      in any jurisdiction shall not affect the validity or enforceability of the
      remaining terms and provisions hereof or the validity or enforceability of
      the
      offending term or provision in any other situation or in any other
      jurisdiction.

     

    (m) Expenses.
      Except
      as provided in this Agreement, each Party will pay its own expenses in
      connection with the transactions contemplated by this Agreement and the Related
      Documents.

     

    (n) Construction.
      The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the Parties
      and no presumption or burden of proof shall arise favoring or disfavoring any
      Party by virtue of the authorship of any of the provisions of this Agreement.
      Any reference to any federal, state, local, or foreign statute or law shall
      be
      deemed also to refer to all rules and regulations promulgated thereunder, unless
      the context requires otherwise. The word “including” shall mean including
      without limitation. The Parties intend that each representation, warranty,
      and
      covenant contained herein shall have independent significance. If any Party
      has
      breached any representation, warranty, or covenant contained herein in any
      respect, the fact that there exists another representation, warranty, or
      covenant relating to the same subject matter (regardless of the relative levels
      of specificity) that the Party has not breached shall not detract from or
      mitigate the fact that the Party is in breach of the first representation,
      warranty, or covenant.

     

    (o) Incorporation
      of Exhibits, Annexes, and Schedules.
      The
      exhibits, certificates, annexes, and schedules identified in this Agreement
      are
      incorporated herein by reference and made a part hereof.

     

    (p) Time
      of the Essence.
      The
      Parties agree that time is of the essence as to the Closing and consummating
      the
      Merger on and no later than August 29, 2008.

     

     

    [THE
      REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.]


    
      
         

      

      
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      Version


    


    IN
      WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of
      the
      date first above written.

     

    

      
        	 	
                ANAREN,
                  INC.

                 

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  Lawrence A. Sala

              	 
	 	 	 	 
	 	
                Name:

              	
                Lawrence
                  A. Sala

              	 
	 	 	 	 
	 	
                Title: 

              	
                President
                  and CEO

              	 
	 	 	 	 
	 	
                 

                ANAREN
                  ACQUISITION, INC.

                 

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  Lawrence A. Sala

              	 
	 	 	 	 
	 	
                Name:

              	
                Lawrence
                  A. Sala

              	 
	 	 	 	 
	 	
                Title: 

              	
                President

              	 
	 	 	 	 
	 	
                 

                OWEN
                  AGENCY, LLC

                 

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  Taylor Owen

              	 
	 	 	 	 
	 	
                Name:

              	
                Taylor
                  Owen

              	 
	 	 	 	 
	 	
                Title: 

              	
                Manager

              	 
	 	 	 	 
	 	
                 

                UNICIRCUIT,
                  INC.

                 

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  Kerry L. Bode

              	 
	 	 	 	 
	 	
                Name:

              	
                Kerry
                  L. Bode

              	 
	 	 	 	 
	 	
                Title: 

              	
                President
                  and CEO

              	 


      

    


    
      
         

      

      
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    SCHEDULE
      §2(e)

    DIRECTORS
      AND OFFICERS OF THE SURVIVING CORPORATION

    


    Directors:

    


    Lawrence
      Sala

    


    George
      Blanton

    


    Kerry
      Bode

    


    David
      Ferrara

    


    David
      Whitaker

     

    


    Officers:

    


    
      	Lawrence
              Sala	
              President

            


      	 	 


      	David Ferrara	Secretary


    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    Execution
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    SCHEDULE
      §5(o)

    ADJUSTMENTS

    


    Before
      the Closing, the Company shall make the following adjustments on it books and
      records for both financial accounting purposes and for tax
      purposes:

     

    
      	
              1.

            	
              The
                reserve for the research and development tax credits shall be increased
                from $50,000 to a total reserve of $400,000, the charge upon adoption
                of
                FIN 48 is charged to equity. 

            


    

     

    
      	
              2.

            	
              The
                tax payable shall be increased from $20,000 to a total reserve of
                $80,000.
                

            


    

     

    
      	
              3.

            	
              An
                accounts receivable reserve shall be created in a total amount of
                $60,000.
                

            


    

     

    
      	
              4.

            	
              The
                Company shall increase its inventory excess and obsolete reserve
                by
                $218,000. 

            


    

     

    
      	
              5.

            	
              For
                Net Book Value purposes, the reserves shall be as follows for the
                above
                numbered items, respectively: 1) $225,000; 2) $50,000; 3) $30,000;
                and 4)
                $109,000.