EXECUTION
      COPY

    


    ASSET
      PURCHASE AGREEMENT

    


    by
      and
      among

    


    COMMAND
      SECURITY CORPORATION,

    


    EXPERT
      SECURITY SERVICES, INC.,

    


    and

    


    THE
      SHAREHOLDERS OF EXPERT SECURITY SERVICES, INC.

     

    
      
        

      

    

    


    January
      1, 2008

    


    
      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSET
      PURCHASE AGREEMENT

     

    ASSET
      PURCHASE AGREEMENT, dated as of January 1, 2008 (the “Effective
      Date”),
      by
      and among COMMAND
      SECURITY CORPORATION,
      a New
      York corporation (the “Purchaser”),
      EXPERT SECURITY SERVICES, INC., a Maryland corporation (the “Seller”),
      and
      the Shareholders of the Seller listed on Schedule
      1
      (each, a
“Shareholder,”
and
      collectively, the “Shareholders”
and,
      together with the Seller, the “Seller
      Parties”)).
      The
      foregoing parties to this Agreement are hereinafter sometimes referred to
      individually as a “Party”
and
      collectively as the “Parties.”

     

    RECITALS

     

    The
      Seller is the business of providing armed and unarmed uniformed security guard
      services and motorized patrol services, with existing operations in the State
      of
      Maryland (the “Business”).

     

    The
      Purchaser wishes to purchase from the Seller, and the Shareholders desire to
      cause the Seller to sell to the Purchaser, the Acquired Assets (as defined
      herein), all in exchange for the payment of the Purchase Price (as defined
      herein) and the assumption of the Assumed Liabilities (as defined herein) by
      the
      Purchaser, upon the terms and subject to the conditions hereinafter set
      forth.

     

    Accordingly,
      in consideration of the mutual agreements contained herein, intending to be
      legally bound hereby, the Parties agree as follows:

     

    CERTAIN
      DEFINITIONS

     

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

     

    “Accounts
      Receivable”
means
      any and all amounts and other obligations owed to the Seller by reason of a
      sale
      of a good or provision of a service in the ordinary course of the
      Business.

     

    “Acquired
      Assets”
means
      all of the assets, properties and right, whether real, personal, tangible or
      intangible, of every kind, nature and description of the Seller with respect
      to,
      or used in connection with, the Business, other than the Excluded Assets,
      including without limitation: 

     

    all
      Computer Equipment, machinery, furniture, fixtures, equipment and other tangible
      personal property owned by the Seller (the “Owned
      Tangible Property”),
      including without limitation that listed and described on Schedule
      1.02(a)
      and the
      Seller’s rights under all related warranties;

     

    all
      of
      the Seller’s right, title and interest in and to the Leased Tangible Property,
      including without limitation that listed and described on Schedule
      1.02(b);

     

    all
      of
      the Seller’s right, title and interest in, to and under the Contracts, including
      without limitation those listed on Schedule
      5.11(a);

     

    all
      of
      the Seller’s right, title and interest in, to and under the Leases listed on
Schedule
      5.11(b);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    all
      client, customer, lead, mailing, circulation and related lists, and all other
      lists, accounts, books and records of the Seller (including without limitation
      those relating to (i) proprietary research and other databases, (ii) the
      purchase of materials, supplies or services, and (iii) the production and sale
      of products or services, including all correspondence and other files), and
      all
      other existing records of the Seller, and all computerized records, together
      with the related documentation used in connection therewith; 

     

    all
      Governmental Authorizations, including without limitation those listed and
      described on Schedule
      5.24;

     

    any
      sales, excise or other licenses or registrations issued to or held by the Seller
      necessary for the operation of the Business, all of which are listed on
Schedule
      1.02(i);
      and

     

    all
      goodwill of the Seller specific to the Business.

     

    “Actual
      Billed Revenues”
shall
      mean the aggregate amount of revenues of the Business under Customer Contracts
      and from New Clients as reflected on the Purchaser’s internal accounting books
      and records (either as having been received or as Accounts Receivable),
      determined in accordance with GAAP and in a manner consistent with the
      preparation of the Financial Statements.

     

    “Actual
      Revenue Surplus”
has
      the
      meaning ascribed to such term in Section 2.07(b)(i)(A). 

     

    “Actual
      Revenue Shortfall”
has
      the
      meaning ascribed to such term in Section 2.07(b)(i)(B).

     

    “Adjudication”
has
      the
      meaning ascribed to such term in Section 2.08(c).

     

    “Affiliate”
means
      an affiliate of an individual or entity as the term “affiliate” is defined in
      Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

     

    “Agreement”
means
      this Asset Purchase Agreement and all schedules and exhibits
      hereto.

     

    “Annualized
      Revenue Run Rate”
shall
      mean (a) for the Interim Measurement Period, the product of (i) the Actual
      Billed Revenues during the final two-week billing period in the sixth month
      following the Closing, and
      (ii)
      26,
      and (b) for the Annual Measurement Period, the product of (i) the Actual Billed
      Revenues during the final two-week billing period in the 12th
      month
      following the Closing, and
      (ii)
      26.

     

    “Annual
      Measurement Period”
has
      the
      meaning ascribed to such term in Section 2.07(b). 

     

    “Annual
      Measurement Date”
has
      the
      meaning ascribed to such term in Section 2.07(b).

     

    “Annual
      Statement Challenge”
has
      the
      meaning ascribed to such term in Section 2.07(b). 

     

    “Annual
      Target”
has
      the
      meaning ascribed to such term in Section 2.07(b)(i)(A).

     

    “Assignment
      and Assumption Agreement”
means
      an assignment and assumption agreement providing for the assumption by the
      Purchaser of the Assumed Liabilities and the transfer to the Purchaser of the
      Contracts, in the form attached hereto as Exhibit
      A.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Assumed
      Liabilities”
has
      the
      meaning ascribed to such term in Section 2.03(a).

     

    “Benefit
      Plans”
has
      the
      meaning ascribed to such term in Section 5.20(a).

     

    “Business”
has
      the
      meaning ascribed to such term in the first Recital clause of this
      Agreement.

     

    “Business
      Personnel”
has
      the
      meaning ascribed to such term in Section 4.01(a)(iii).

     

    “Claims”
has
      the
      meaning ascribed to such term in Section 7.02.

     

    “Closing”
has
      the
      meaning ascribed to such term in Section 3.01.

     

    “Closing
      Date”
has
      the
      meaning ascribed to such term in Section 3.01.

     

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

     

    “Computer
      Equipment”
means
      all computer equipment, devices and accessories (including, but not limited
      to,
      personal computers, workstations, servers, data processing hardware and related
      telecommunications equipment, media and tools) used in the
      Business.

     

    “Confidential
      Information”
has
      the
      meaning ascribed to such term in Section 4.01(b).

     

    “Contract”
means
      any contract, understanding, license, agreement, commitment, lease, or
      contractual restriction of any kind relating to the Business to which the Seller
      is a party or, in respect of the Business, by which the Seller is bound or
      to
      which any of the Acquired Assets are subject, including without limitation
      Customer Contracts, but does not include any contract or commitment in respect
      of Benefit Plans.

     

    “Customer
      Contracts”
means
      those Contracts in effect on the Closing Date pursuant to which the Seller
      has
      agreed to (a) provide the Services to the Customers and/or (b) maintain and/or
      support Services for the Customers.

     

    “Customers”
has
      the
      meaning ascribed to such term in Section 5.21(a).

     

    “Damages”
has
      the
      meaning ascribed to such term in Section 7.03(a).

     

    “Database”
means
      any compilation of Proprietary Information or any other data or information
      that
      can be electronically searched, organized or otherwise manipulated using
      software or otherwise.

     

    “Employee”
and
      “Employees”
has
      the
      meaning ascribed to such term in Section 5.17(a).

     

    “Employment
      and Non-Competition Agreement”
means
      the employment and non-competition agreement between the Purchaser or an
      Affiliate of the Purchaser and Andrew Maggio, substantially in the form attached
      hereto as Exhibit
      B.

     

    “Encumbrance”
means
      any claim, mortgage, pledge, lien, security or other third party right or
      interest of any kind whatsoever, conditional sales agreement, option,
      encumbrance or charge of any kind affecting real or personal
      property.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Environmental
      Claims”
means
      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 or personal property
      presently or formerly owned, leased or managed by the Seller in the conduct
      of
      the Business or at any disposal facility which may have received Hazardous
      Materials generated by the Seller in the conduct of the Business.

     

    “Environmental
      Laws”
means
      any applicable federal, state, local or foreign law, treaty, 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 or health.

     

    “Environmental
      Permits”
means
      Permits required by Environmental Laws.

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended.

     

    “Escrow
      Agent”
has
      the
      meaning ascribed to such term in Section 2.05.

     

    “Escrow
      Agreement”
has
      the
      meaning ascribed to such term in Section 2.05.

     

    “Escrow
      Amount”
has
      the
      meaning ascribed to such term in Section 2.05.

     

    “Escrow
      Balance”
has
      the
      meaning ascribed to such term in Section 2.08(b).

     

    “Excluded
      Assets”
has
      the
      meaning ascribed to such term in Section 2.02.

     

    “Excluded
      Liabilities”
has
      the
      meaning ascribed to such term in Section 2.03(b).

     

    “Filed
      Purchaser SEC Documents”
has
      the
      meaning ascribed to such term in Section 6.05.

     

    “Final
      Allocation Schedule”
has
      the
      meaning ascribed to such term in Section 2.06.

     

    “Financial
      Statements”
has
      the
      meaning ascribed to such term in Section 5.06.

     

    “GAAP”
means
      United States generally accepted accounting principles, consistently
      applied.

     

    “Governmental
      Authority”
means
      any government, regulatory authority, governmental department, agency,
      commission, board, tribunal, dispute settlement panel or body, bureau, official
      or court or other law, rule or regulation-making entity having or purporting
      to
      have jurisdiction on behalf of any nation or state or other geographical or
      political subdivision thereof.

     

    “Governmental
      Authorizations”
means
      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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Hazardous
      Materials”
shall
      include (a) any element, compound, or chemical that is defined, listed or
      otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or
      hazardous substance, extremely hazardous substance or chemical, hazardous waste,
      biohazardous or infectious waste, special waste, or solid waste under
      Environmental Laws; (b) petroleum, petroleum-based or petroleum-derived
      products; (c) polychlorinated biphenyls; (d) any substance exhibiting a
      hazardous waste characteristic including but not limited to corrosivity,
      ignitability, toxicity or reactivity as well as any radioactive or explosive
      materials; and (e) any asbestos-containing materials.

     

    “INA”
has
      the
      meaning ascribed to such term in Section 5.17(g).

     

    “Indemnification
      Notice”
has
      the
      meaning ascribed to such term in Section 7.02.

     

    “Indemnified
      Party”
has
      the
      meaning ascribed to such term in Section 7.02.

     

    “Indemnitor”
has
      the
      meaning ascribed to such term in Section 7.02.

     

    “Interim
      Measurement Period”
has
      the
      meaning ascribed to such term in Section 2.07(a).

     

    “Interim
      Measurement Date”
has
      the
      meaning ascribed to such term in Section 2.07(a).

     

    “Interim
      Statement Challenge”
has
      the
      meaning ascribed to such term in Section 2.07(a). 

     

    “Interim
      Target”
has
      the
      meaning ascribed to such term in Section 2.07(a).

     

    “Knowledge”
means
      (i) as to the Seller, the actual knowledge, after due inquiry, of Damien Maggio
      and Andrew Maggio and (ii) as to the Purchaser, the actual knowledge, after
      due
      inquiry, of Barry I. Regenstein.

     

    “Lease”
or
      “Leases”
has
      the
      meaning ascribed to such term in Section 5.11(b).

     

    “Leased
      Tangible Property”
means
      all Computer Equipment, machinery, furniture, equipment and other tangible
      personal property, in each case which is subject to a leasehold interest held
      by
      the Seller and which is used by the Seller exclusively in the conduct of the
      Business.

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect, either individually or when aggregated with other
      such
      effects, on the assets, business, operations, condition (financial or otherwise)
      or results of operations of the Business.

     

    “Neutral
      Auditors”
has
      the
      meaning ascribed to such term in Section 2.08(a).

     

    “New
      Clients”
shall
      mean persons or entities initially identified by Andrew Maggio that have agreed
      to engage services of the Business after the Closing Date under arrangements
      providing for a term of not less than one year.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “OSHA”
means
      the Occupational Safety and Health Administration.

     

    “Owned
      Tangible Property”
has
      the
      meaning ascribed to such term in Section 1.02(a).

     

    “Partial
      Actual Revenue Shortfall”
has
      the
      meaning ascribed to such term in Section 2.07(b)(i)(D).

     

    “Partial
      Run Rate Shortfall”
has
      the
      meaning ascribed to such term in Section 2.07(b)(i)(E).

     

    “Permit”
means
      any license, franchise, permit, consent, order, approval, authorization or
      registration from, of or with a Governmental Authority.

     

    “Permitted
      Encumbrances”
means
      (i) Encumbrances for current Taxes not yet due and payable or Taxes which are
      being disputed in good faith where no lien has yet been filed, (ii) mechanics,
      warehousemen and materialmen liens not material in nature or amount, (iii)
      Encumbrances consisting of zoning or planning restrictions, easements, permits
      and other restrictions or limitations on the use of real property or
      irregularities in title thereto which do not materially detract from the value
      of, or materially impair the use of, such property, and (iv) statutory
      Encumbrances in favor of lessors arising in connection with any property leased
      to the Seller in connection with its business.

     

    “Person”
means
      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.

     

    “Proposed
      Annual Statement”
has
      the
      meaning ascribed to such term in Section 2.07(b). 

     

    “Proposed
      Interim Statement”
has
      the
      meaning ascribed to such term in Section 2.07(a).

     

    “Proprietary
      Information”
means
      technical, commercial, marketing and other information, data and material of
      the
      kind which is or can be used in the operation of a business and which is
      normally considered to be confidential or proprietary in nature including,
      but
      not limited to, any procedure; idea; concept; strategic, business and other
      plan; research; invention or invention disclosure (whether patentable or
      unpatentable); test, engineering and technical data and materials, know-how,
      show-how or methodology; trade secret, process, design, formula, or other
      information or data which has not entered the public domain, and all records
      thereof.

     

    “Purchase
      Price”
has
      the
      meaning ascribed to such term in Section 2.04.

     

    “Purchase
      Price Adjustment”
has
      the
      meaning ascribed to such term in Section 2.07.

     

    “Purchaser”
has
      the
      meaning ascribed to such term in the preamble of this Agreement.

     

    “Purchaser
      401(k) Plan”
has
      the
      meaning ascribed to such term in Section 4.03(e).

     

    “Purchaser
      Indemnified Parties”
has
      the
      meaning ascribed to such term in Section 7.03(a).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Purchaser
      SEC Documents”
has
      the
      meaning ascribed to such term in Section 6.05.

     

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

     

    “Related
      Documents”
means
      all agreements, instruments, documents and certificates to be executed and
      delivered pursuant to this Agreement.

     

    “Representatives”
of
      any
      Person means the attorneys, accountants or other agents or employees of such
      Person.

     

    “Restricted
      Persons”
has
      the
      meaning ascribed to such term in Section 4.01(a).

     

    “Run
      Rate Shortfall”
has
      the
      meaning ascribed to such term in Section 2.07(b)(i)(B).

     

    “Run
      Rate Surplus”
has
      the
      meaning ascribed to such term in Section 2.07(b)(i)(C).

     

    “Scheduled
      Contracts”
has
      the
      meaning ascribed to such term in Section 5.11(a).

     

    “SEC”
means
      the United States Securities and Exchange Commission.

     

    “Seller”
has
      the
      meaning ascribed to such term in the preamble of this Agreement.

     

    “Seller
      Parties”
has
      the
      meaning ascribed to such term in the preamble of this Agreement.

     

    “Seller
      Indemnified Parties”
      has
      the
      meaning ascribed to such term in Section 7.03(b).

     

    “Seller’s
      Disclosure Letter”
has
      the
      meaning ascribed to such term in the introductory paragraph of Article
      V.

     

    “Seller’s
      License” has the meaning ascribed to such term in
      Section 7.03(b).

     

    “Services”
means
      services offered or provided by the Seller in the conduct of the
      Business.

     

    “Survival
      Period”
has
      the
      meaning ascribed to such term in Section 2.08(b).

     

    “Tangible
      Property”
means
      the Owned Tangible Property and the Leased Tangible Property.

     

    “Tax”
means
      any federal, 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 in the nature of taxes, 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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

    “Tax
      Laws”
means
      the Code, any federal, state, county, local or foreign laws related to Taxes
      and
      any regulations or official administrative pronouncements released under any
      such laws.

     

    “Tax
      Returns”
means
      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 that is treated as a taxable year with
      respect to which any Tax may be imposed under any Tax Law.

     

    “Third
      Party Claim”
has
      the
      meaning ascribed to such term in Section 7.04.

     

    “Transferred
      Employee”
means
      any Employee who receives and accepts an offer of employment by the Purchaser
      on
      the Closing Date pursuant to Section 4.03.

     

    “Treasury
      Regulations”
means
      the regulations of the United States Treasury promulgated under the
      Code.

     

    “Vendor”
has
      the
      meaning ascribed to such term in Section 5.21(b).

     

    “Website”
means
      the website http://www.essinv.com
      and
      content available thereon.

     

    PURCHASE
      AND SALE OF ASSETS; PURCHASE PRICE

     

    Sale
      of the Acquired Assets.

     

    At
      the
      Closing, subject to the terms and conditions of this Agreement, the Seller
      shall
      sell, transfer, convey, assign and deliver to the Purchaser, all right, title
      and interest of the Seller of every kind and description in and to the Acquired
      Assets, free of any Encumbrances except for Permitted Encumbrances.

     

    Anything
      to the contrary herein notwithstanding, if any Contract which constitutes an
      Acquired Asset being acquired by the Purchaser hereunder by its terms is not
      assignable without the consent of the other Party or Parties thereto, such
      assignment shall be deemed effective only upon receipt of such consent. With
      respect to each such Contract, after the Closing Date and until such time as
      such assignment has become effective, the Seller shall use its commercially
      reasonable efforts (including the payment by the Seller of any fee required
      to
      be paid to the landlord under the Lease or any other reasonable fee to a third
      party to obtain consent to assignment or any similar fee) to obtain the consent
      of all required parties thereto to the assignment of such Contract after the
      Closing Date. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Subject
      to the obligations under the Contracts and to the Permitted Encumbrances, the
      Seller’s right, title and interest in and to the Acquired Assets, all of which
      are being conveyed hereunder to the Purchaser, include all rights pertaining
      to
      the Acquired Assets, including, but not limited to, the right to institute
      and
      prosecute all suits and proceedings and take all actions as may be necessary
      to
      collect, assert, or enforce any claim, right or title of any kind in and to
      any
      and all of the Acquired Assets.

     

    Excluded
      Assets. Notwithstanding
      any provision in this Agreement or in any Related Document to the contrary,
      the
      following properties, assets and contracts of the Seller (collectively, the
      “Excluded
      Assets”)
      are
      not part of the sale and purchase contemplated by this Agreement, are excluded
      from the Acquired Assets and shall remain the properties, assets and contracts
      of the Seller after the Closing:

     

    all
      cash
      on hand and in banks and other cash items and equivalents of the
      Seller;

     

    the
      Seller’s corporate charters, qualifications to conduct business as a foreign
      corporation, arrangements with registered agents relating to foreign
      qualifications, taxpayer and other identification numbers, seals, corporate
      minute books, and other books and records relating to internal corporate matters
      and any other books and records of the Seller (i) not related to the Business
      (which shall not include financial and taxation books and records of the Seller
      related to the Business), (ii) relating to financial relationships with the
      Seller’s lenders or Affiliates, or (iii) that the Seller is required by law to
      retain;

     

    all
      employee benefit plans, programs and arrangements, and all assets, rights and
      claims thereunder, and other commitments of the Seller relating to employees,
      whether written or oral, express or implied including, without limitation,
      the
      Benefit Plans;

     

    any
      claims, rights and interest in and to any refunds of federal or local franchise,
      income or other Taxes or fees of any nature whatsoever which relate solely
      to
      the period up to and including the Closing Date;

     

    all
      capital stock of the Seller;

     

    that
      certain 1999 Toyota model RAV 4 heretofore used by Seller in the
      Business;

     

    all
      claims of the Seller against third Persons relating to the Excluded Assets,
      whether choate or inchoate, known or unknown, contingent or non-contingent,
      or
      otherwise arising from or relating to periods prior to the Closing Date;
      and

     

    all
      rights of the Seller under this Agreement or any Related Document; 

     

    all
      insurance policies relating to the Business;

     

    all
      prepaid expenses and deposits of the Seller with third parties in respect of
      the
      Business;

     

    all
      claims of the Seller, including but not limited to claims under the Seller’s
      insurance policies, causes of action and choses in action; and

     

    all
      Accounts Receivable.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Liabilities.

     

    Assumed
      Liabilities.
      At the
      Closing, the Purchaser shall assume, and from and after the Closing the
      Purchaser shall pay, honor, discharge and perform promptly when due, the
      liabilities set forth below in this Section 2.03 but excluding the Excluded
      Liabilities (collectively, the “Assumed
      Liabilities”):
      (i)
      all of the liabilities and obligations of the Seller under the Contracts that
      are included in the Acquired Assets to be performed after the Closing Date
      and
      (ii) all other liabilities of the Seller specifically reflected on Schedule
      2.03(a).

     

    Excluded
      Liabilities.
      Notwithstanding the foregoing or anything to the contrary set forth in this
      Agreement or in any Related Document, neither the Purchaser nor any of its
      Affiliates shall assume or otherwise be liable in respect of, or be deemed
      to
      have assumed or otherwise be liable in respect of, and the Seller shall remain
      solely liable for, all liabilities except for the Assumed Liabilities including,
      without limitation, the following liabilities (the “Excluded
      Liabilities”):

     

    any
      Taxes
      of Seller resulting from the conduct of the Business up to and including the
      Closing Date;

     

    any
      outstanding debt and related accrued interest thereon of the Seller or the
      Business on the Closing Date;

     

    any
      shareholder or equity related distributions accrued or payable by the Seller
      on
      the Closing Date;

     

    any
      obligations, whether under any lease or otherwise, with respect to that certain
      1999 Toyota model RAV 4 heretofore used by Seller in the Business;

     

    any
      management or employee bonus accrued or payable by the Seller on the Closing
      Date; and

     

    any
      other
      debt, claim, Action, obligation or other liability of the Seller (regardless
      or
      whether such debt, claim, obligation, or other liability is matured or
      unmatured, contingent or fixed, known or unknown) that relates solely to the
      Excluded Assets.

     

    The
      Seller agrees that it shall pay promptly when due any and all Excluded
      Liabilities not discharged by it at or prior to Closing including, without
      limitation, any liabilities related to the Seller’s Employees during the period
      they are employed by the Seller and any liabilities under the Benefit Plans.
      Upon receipt of any invoices for obligations relating to the Business which
      were
      incurred prior to the Closing Date, the Purchaser shall forward such invoices
      to
      the Seller, whereupon the Seller shall promptly pay or otherwise dispose of
      such
      invoices.

     

    Purchase
      Price.
      The
      purchase price for the Acquired Assets shall be the sum of four hundred thirty
      seven thousand dollars ($437,000) (the “Purchase
      Price”),
      subject to adjustment after the Closing as provided in
      Section 2.07.

     

    Payment
      of the Purchase Price.
      At the
      Closing, the Purchaser shall (a) pay to the Seller, by wire transfer in
      immediately available funds to such account of the Seller as shall be designated
      by the Seller in writing to the Purchaser at least two (2) business days in
      advance of the Closing, an amount equal to (i) four hundred thirty seven
      thousand dollars ($437,000) less
      (ii) the
      amount of the Accrued Employee Liability (as defined and described in this
      Section 2.05 below) and (b) deliver to the Escrow Agent the sum of (i)
      seventy-five thousand dollars ($75,000) (as such amount shall have been modified
      from time to time in accordance with the terms hereof, the “Escrow
      Amount”)
      plus
      (ii) an amount, if any, equal to the aggregate amount owed to the Transferred
      Employees in respect of the liability and obligation of the Seller to such
      Transferred Employees (the “Accrued
      Employee Liability”)
      in
      connection with any accrued and unused vacation leave or time of such
      Transferred Employees as of the Closing Date (such amount due to the Transferred
      Employees in respect of such unused vacation leave or time is referred to herein
      as the “Accrued
      Employee Liability Amount”)),
      which amount is set forth on Schedule
      2.05,
      and is
      estimated to be an aggregate of six thousand nine hundred seventy dollars
      ($6,970) on the Closing Date. The Escrow Amount and the Accrued Employee
      Liability Amount shall be held by Deutch as escrow agent (the “Escrow
      Agent”),
      in an
      interest-bearing escrow account pursuant to an escrow agreement substantially
      in
      the form attached hereto as Exhibit C
      (the
“Escrow
      Agreement”).
      The
      Escrow Amount shall be held by the Escrow Agent and shall be disbursed to the
      Seller or the Purchaser, as the case may be, in accordance with the terms
      thereof and Section 2.07.
      Each
      Transferred Employee shall be paid his or her respective portion of the Accrued
      Employee Liability Amount if, when and to the extent that such Transferred
      Employee is entitled to be paid such amount, and the balance of the Accrued
      Employee Liability Amount, if any, shall be delivered to the Seller within
      90
      days following the first anniversary of the Closing Date. Notwithstanding the
      foregoing, the Parties acknowledge and agree that the Purchaser is not assuming
      such Accrued Employee Liability, and that such Accrued Employee Liability is
      an
      Excluded Liability.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Allocation
      of Purchase Price.
      Attached
      hereto as Schedule
      2.06
      is a
      schedule (the “Final
      Allocation Schedule”)
      that
      sets forth the allocation of that portion of the Purchase Price paid for the
      Acquired Assets among the various categories of Acquired Assets and the
      covenants contained in Section 4.01, which allocation has been made in the
      manner required by Section 1060 of the Code. The Purchaser and the Seller agree
      to prepare and file an IRS Form 8594 in a timely fashion in accordance with
      the
      rules under Section 1060 of the Code. The determination as set forth on the
      Final Allocation Schedule shall be binding on the Purchaser and the Seller
      for
      all Tax reporting purposes. Each of the Parties shall report on all Tax Returns
      consistent with and based upon the Final Allocation Schedule.

     

    Purchase
      Price Adjustments.
      The
      Purchase Price shall be subject to adjustment (the “Purchase
      Price Adjustment”)
      after
      the Closing Date as follows:

     

    Interim
      Period Adjustment.
      Within
      45 days after the six-month period immediately following the Closing Date (such
      six-month period is referred to herein as the “Interim
      Measurement Period,”
and
      the last day of the Interim Measurement Period is referred to herein as the
      “Interim
      Measurement Date”),
      the
      Purchaser shall deliver to the Seller a proposed statement (the “Proposed
      Interim Statement”)
      that
      sets forth the Seller’s determination of the Annualized Revenue Run Rate for the
      Interim Measurement Period. The Proposed Interim Statement shall not be audited,
      but shall be otherwise prepared on a basis consistent with the accounting
      practices and policies used in connection with the preparation of the Financial
      Statements, as adjusted to solely reflect Actual Billed Revenues and to exclude
      Excluded Assets and Excluded Liabilities. The Seller shall cooperate with the
      Purchaser, at no cost to the Purchaser, in the preparation of the Proposed
      Interim Statement, including but not limited to providing access to any
      appropriate work papers or to the Seller’s accountants and auditors. The Seller
      shall have the right, exercisable within 15 days following its receipt of the
      Proposed Interim Statement, to deliver to the Purchaser a detailed statement
      (an
“Interim
      Statement Challenge”)
      describing all of its objections (if any) thereto including a reasonably
      detailed explanation of such objections. If the Purchaser has not received
      an
      Interim Statement Challenge within 15 days following the Seller’s receipt of the
      Proposed Interim Statement, the Seller shall be deemed for all intents and
      purposes to have accepted and agreed in full to the Proposed Interim Statement.
      If, however, the Purchaser shall have received an Interim Statement Challenge
      within 15 days following the Seller’s receipt of the Proposed Interim Statement,
      there shall be no Purchase Price Adjustment in respect of the Interim
      Measurement Period until resolution of the disagreement between the Seller
      and
      the Purchaser in accordance with Section 2.08 hereof, and the Escrow Agent
      shall
      make no disbursement of the Escrow Amount until such dispute has been so
      resolved. Notwithstanding the foregoing, if the Purchaser shall fail to deliver
      to the Seller the Proposed Interim Statement within 45 days after the Interim
      Measurement Date, then the Seller shall have the right in its sole discretion
      to
      declare that the Interim Target has been reached, which declaration shall be
      final and binding upon the Purchaser and the Escrow Agent. Subject to the
      foregoing, if the Annualized Revenue Run Rate for the Interim Measurement Period
      is equal to or greater than two million four hundred thousand dollars
      ($2,400,000) (the “Interim
      Target”),
      the
      Escrow Agent shall deduct from the Escrow Amount, and release to the Seller
      within 45 days following the Interim Measurement Date (or as soon thereafter
      as
      practicable, following resolution of any disputes in accordance with the terms
      of this Section 2.07 and Section 2.08), an amount equal to twenty five thousand
      dollars ($25,000). 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Annual
      Period Adjustments.
      

     

    Within
      45
      days after the one-year period immediately following the Closing Date (such
      one-
      year period is referred to herein as the “Annual
      Measurement Period,”
and
      the last day of the Annual Measurement Period is referred to herein as the
      “Annual
      Measurement Date”),
      the
      Purchaser shall deliver to the Seller a proposed statement (the “Proposed
      Annual Statement”)
      of (x)
      the Annualized Revenue Run Rate for the Annual Measurement Period and (y) the
      Actual Billed Revenues for the Annual Measurement Period. The Proposed Annual
      Statement shall not be audited, but shall be otherwise prepared on a basis
      consistent with the accounting practices and policies used in connection with
      the preparation of the Financial Statements, as adjusted to solely reflect
      Actual Billed Revenues and to exclude Excluded Assets and Excluded Liabilities
      The Seller shall cooperate with the Purchaser, at no cost to the Purchaser,
      in
      the preparation of the Proposed Annual Statement, including but not limited
      to
      providing access to any appropriate work papers or to the Seller’s accountants
      and auditors. The Seller shall have the right, exercisable within 15 days
      following its receipt of the Proposed Annual Statement, to deliver to the
      Purchaser a detailed statement (an “Annual
      Statement Challenge”)
      describing all of its objections (if any) thereto including a reasonably
      detailed explanation of such objections. If the Purchaser has not received
      an
      Annual Statement Challenge within 15 days following the Seller’s receipt of the
      Proposed Annual Statement, the Seller shall be deemed for all intents and
      purposes to have accepted and agreed in full to the Proposed Annual Statement.
      If, however, the Purchaser shall have received an Annual Statement Challenge
      within 15 days following the Seller’s receipt of the Proposed Annual Statement,
      there shall be no Purchase Price Adjustment in respect of the Annual Measurement
      Period until resolution of the disagreement between the Seller and the Purchaser
      in accordance with Section 2.08 hereof, and the Escrow Agent shall make no
      disbursement of the Escrow Amount until such dispute has been so resolved.
      Notwithstanding the foregoing, if the Purchaser shall fail to deliver to the
      Seller the Proposed Annual Statement within 45 days after the Annual Measurement
      Date, then the Seller shall have the right in its sole discretion to declare
      that the Annual Target has been reached, which declaration shall be final and
      binding upon the Purchaser and the Escrow Agent. Subject to the
      foregoing:

     

    If
      the
      (i) Annualized Revenue Run Rate for the Annual Measurement Period is equal
      to or
      greater than two million dollars ($2,000,000) (the “Annual
      Target”)
      and
      (ii)
      Actual Billed Revenues for the Annual Measurement Period are equal to or greater
      than the Annual Target (the amount by which Actual Billed Revenues exceed the
      Annual Target is referred to herein as the “Actual
      Revenue Surplus”),
      then
      the Purchase Price shall not be further adjusted, and the Escrow Agent shall
      release the entire balance of the Escrow Amount to the Seller within 45 days
      following the Annual Measurement Date (or
      as
      soon thereafter as practicable, following resolution of any disputes in
      accordance with the terms of this Section 2.07 and Section 2.08).
      

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    If,
      at
      the end of the Annual Measurement Period, the (i) Annualized Revenue Run Rate
      during the Annual Measurement Period is less than the Annual Target (the amount
      by which the Annual Target exceeds the Annualized Revenue Run Rate is referred
      to herein as the “Run
      Rate Shortfall”)
      and
      (ii)
      Actual Billed Revenues during the Annual Measurement Period are less than the
      Annual Target (the amount by which the Annual Target exceeds the Actual Billed
      Revenues is referred to herein as the “Actual
      Revenue Shortfall”),
      then
      the Purchase Price shall be reduced by the
      product of
      (A) the
      average of (x) the Run Rate Shortfall and (y) the Actual Revenue Shortfall
      and
      (B)
      twenty two percent (22%), and the Escrow Agent shall release such amount from
      the Escrow Amount to the Purchaser within 45 days following the end of the
      Annual Measurement Period (or as soon thereafter as practicable, following
      resolution of any disputes in accordance with the terms of this Section 2.07
      and
      Section 2.08). For
      example,
      if at
      the end of the Annual Measurement Period the Run Rate Shortfall was $300,000
      and
      the Actual Revenue Shortfall was $200,000, the Purchase Price would be reduced
      by $55,000 pursuant to this clause (B) [(($300,000+$200,000)  ̧
      2)
X
      0.22 =
      $55,000]. 

     

    If,
      at
      the end of the Annual Measurement Period, (i) the Annualized Revenue Run Rate
      for such Annual Measurement Period is equal to or greater than the Annual Target
      (the amount by which the Annualized Revenue Run Rate during the Annual
      Measurement Period exceeds the Annual Target is referred to herein as the
“Run
      Rate Surplus”),
      but
      (ii)
      there is an Actual Revenue Shortfall during the Annual Measurement Period
and
      (iii)
      the Run Rate Surplus exceeds the Actual Revenue Shortfall (assuming such Actual
      Revenue Shortfall is a positive, and not a negative, number) then the Purchase
      Price shall not be further adjusted, and the Escrow Agent shall release the
      entire balance of the Escrow Amount to the Seller within 45 days following
      the
      Annual Measurement Date (or as soon thereafter as practicable, following
      resolution of any disputes in accordance with the terms of this Section 2.07
      and
      Section 2.08). For
      example,
      if at
      the end of the Annual Measurement Period the Run Rate Surplus was $300,000
      and
      the Actual Revenue Shortfall was $200,000, the Purchase Price would not be
      further adjusted. 

     

    If,
      at
      the end of the Annual Measurement Period, there is both (i) a Run Rate Surplus
      and (ii) an Actual Revenue Shortfall for such Annual Measurement Period
and
      (iii)
      the Run Rate Surplus is less than the Actual Revenue Shortfall (assuming such
      Actual Revenue Shortfall is a positive, and not a negative, number) (such
      difference being referred to herein as a “Partial
      Actual Revenue Shortfall”),
      then
      the Purchase Price shall be reduced by the
      product of
      (x) the
      Partial Actual Revenue Shortfall and (y) eleven percent (11%), and the Escrow
      Agent shall release such amount from the Escrow Amount to the Purchaser within
      45 days following the end of the Annual Measurement Period (or as soon
      thereafter as practicable, following resolution of any disputes in accordance
      with the terms of this Section 2.07 and Section 2.08). For
      example,
      if at
      the end of the Annual Measurement Period the Run Rate Surplus was $200,000
      and
      the Actual Revenue Shortfall was $300,000, the Purchase Price would be reduced
      by $11,000 pursuant to this clause (b) [(($200,000-$300,000) X
      0.11 =
      $11,000]. 

     

    If,
      at
      the end of the Annual Measurement Period, (i) there is and Actual Revenue
      Surplus and a Run Rate Shortfall and (ii) the Actual Revenue Surplus is less
      than the Run Rate Shortfall (assuming such Run Rate Shortfall is a positive,
      and
      not a negative, number) (such difference being referred to herein as a
“Partial
      Run Rate Shortfall”),
      then
      the Purchase Price shall be reduced by the
      product of
      (x) the
      Partial Run Rate Shortfall and (y) twenty-two percent (22%), and the Escrow
      Agent shall release such amount from the Escrow Amount to the Purchaser within
      45 days following the end of the Annual Measurement Period (or as soon
      thereafter as practicable, following resolution of any disputes in accordance
      with the terms of this Section 2.07 and Section 2.08). For example, if at the
      end of the Annual Measurement Period the Actual Revenue Surplus was $200,000
      and
      the Run Rate Shortfall was $300,000, the Purchase Price would be reduced by
      $22,000 pursuant to this clause (E) [(($300,000-$200,000) X 0.22 =
      $22,000].

     

    
      
        
        

      

      
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    Dispute
      Resolution Procedures; Set-Off Rights.

     

    The
      Purchaser and the Seller shall use reasonable good faith efforts to resolve
      any
      such objections, but if they do not reach a final resolution within 30 days
      after the Purchaser has received the statement of objections, the Purchaser
      and
      the Seller shall select a regional accounting firm in good standing, other
      than
      their respective regular independent accounting firms, mutually acceptable
      to
      them (the “Neutral
      Auditors”)
      to
      resolve any remaining objections. If the Purchaser and the Seller are unable
      to
      agree on the choice of Neutral Auditors they shall select as Neutral Auditors
      a
      regional accounting firm in good standing by lot (after excluding their
      respective regular independent accounting firms). Notwithstanding the foregoing,
      the Parties agree that Miller Ellin Company LLP shall be mutually acceptable
      to
      serve as the Neutral Auditors. The Neutral Auditors shall determine, within
      30
      days after their appointment, whether the objections raised by the Seller are
      valid. Any such resolution by the Neutral Auditors shall be made on a basis
      otherwise consistent with the methodologies and principles used in the
      preparation of the Seller’s income statement included in the Financial
      Statements dated September 30, 2007, as adjusted to solely reflect Actual Billed
      Revenues and to exclude Excluded Assets and Excluded Liabilities. Subject to
      the
      foregoing, the Proposed Statements that are the subject of objections by the
      Seller shall be adjusted in accordance with the Neutral Auditors’ determination
      and, as so adjusted, shall be conclusive and final and binding upon the Parties.
      The fees and expenses of the Neutral Auditors shall be paid one-half by the
      Seller and one-half by the Purchaser.

     

    On
      the
      date that is 18 months following the Closing Date (the period between the
      Closing and such date is referred to herein as the “Survival
      Period”),
      in
      accordance with the terms of the Escrow Agreement, the Escrow Agent shall
      release from the Escrow Account and deliver to the Seller an amount equal to
      the
      Escrow Amount together with any interest earned thereon, minus the amount of
      (i)
      any distributions of the Escrow Fund in accordance with Section 2.07 and (ii)
      any Claim or Claims that have been set forth in an Indemnification Notice
      pursuant to Article VII of this Agreement (whether or not such Claim or Claims
      have been determined to be valid as of such date (the portion of the Escrow
      Amount that has not been released to the Seller is referred to as the
“Escrow
      Balance”),
      and
      the Escrow Balance shall be retained in escrow pending Adjudication of such
      Claim(s). 

     

    If
      the
      Purchaser delivers an Indemnification Notice pursuant to Article VII of this
      Agreement, the Purchaser may, but it shall not be required to, deliver a notice
      to the Escrow Agent in accordance with the terms of the Escrow Agreement,
      instructing the Escrow Agent to retain in escrow from the Escrow Amount and/or
      a
      notice to the Seller advising the Seller that the Purchaser has elected to
      set-off from the Escrow Amount such amounts (which shall be specified in such
      notice(s) to the Escrow Agent and/or the Seller) as the Purchaser reasonably
      determines may be necessary to satisfy the Claim(s) set forth in such
      Indemnification Notice (including reasonable costs and attorneys fees and
      disbursements in respect thereof) pending Adjudication of such Claim(s).
“Adjudication”
means,
      unless otherwise agreed among the Parties, a final judgment or order of a court
      of competent jurisdiction not subject to any further appeals.

     

    Upon
      the
      Adjudication of a Claim, (i) if the amount set-off pursuant to this Section
      2.08
      by the Purchaser exceeds the aggregate amount of all remaining unresolved
      Claims, at such time the Purchaser shall pay, or (ii) if the amount retained
      by
      the Escrow Agent from the Escrow Amount exceeds the aggregate amount of all
      remaining unresolved Claims, the Purchaser shall instruct the Escrow Agent
      to
      pay in accordance with the terms of the Escrow Agreement, to the Seller (to
      an
      account or accounts designated by the Seller in writing) any such excess from
      amounts retained by the Escrow Agent or set-off by the Purchaser, subject,
      in
      all cases, to such adjustments as may be required to be made pursuant to Section
      2.07; it being understood that if at such time the aggregate amount being
      retained by the Escrow Agent or set-off by the Purchaser is less than or equal
      to the aggregate amount of all Claims pending at such time, the Purchaser shall
      not be obligated to pay any amounts to the Seller, subject,
      however,
      to the
      Adjudication of such Claims.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Nothing
      in this Section 2.08 shall limit or impair, in any way, the rights of the
      Purchaser set forth in Article VII of this Agreement.

     

    CLOSING
      AND PAYMENT OBLIGATION

     

    Closing.
      The
      consummation of the purchase and sale contemplated by this Agreement (the
“Closing”)
      shall
      be held at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas,
      New York, New York, simultaneously with the execution of this Agreement. The
      date of the Closing is sometimes herein referred to as the “Closing
      Date”.
      At the
      Closing, all of the transactions contemplated hereby shall be deemed to have
      been consummated as of 12:01 a.m. on the Effective Date. By mutual agreement
      of
      the Parties, the Closing may be alternatively accomplished by facsimile
      transmission to the respective offices of legal counsel for the Parties of
      the
      requisite documents, duly executed where required, with originals to be
      delivered by overnight courier service on the next business day following the
      Closing.

     

    Deliveries
      by the Seller Parties.
      Upon
      the terms and subject to the conditions of this Agreement, in reliance on the
      representations, warranties, covenants and agreements of the Purchaser contained
      herein, and in consideration of the Purchase Price and the assumption of the
      Assumed Liabilities, the Seller agrees to deliver (or cause to be delivered)
      to
      the Purchaser at the Closing the following agreements and documents, all
      reasonably satisfactory in form and substance to the Purchaser and its legal
      counsel (the delivery of which may be waived in writing by the
      Purchaser):

     

    a
      duly
      executed Escrow Agreement in the form attached hereto as Exhibit
      C;

     

    a
      duly
      executed bill of sale for all of the Acquired Assets in the form attached hereto
      as Exhibit
      D;

     

    a
      duly
      executed Assignment and Assumption Agreement in the form attached hereto as
      Exhibit
      A;

     

    all
      documents necessary to transfer to the Purchaser the registered domain name
      related to the Website;

     

    all
      documents of title, if any, necessary to transfer to the Purchaser any of the
      Owned Tangible Property included within the Acquired Assets;

     

    evidence
      satisfactory to the Purchaser that any and all Encumbrances on the Acquired
      Assets (other than Permitted Encumbrances) have been released;

     

    evidence
      of receipt of all consents set forth on Schedule
      3.02(g)
      and any
      related filings having been made;

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    certified
      copies of all resolutions of the Board of Directors of the Seller approving
      the
      transactions contemplated by the Agreement;

     

    the
      Employment and Non-Competition Agreement, duly executed by Andrew Maggio in
      the
      form attached hereto as Exhibit
      B;

     

    such
      other deeds, endorsements, assignments and other instruments as, in the opinion
      of counsel for the Purchaser, may be reasonably required to vest in the
      Purchaser all right, title and interest of every kind and description in and
      to
      any of the Acquired Assets, free of any Encumbrances (other than Permitted
      Encumbrances) and to cause the Purchaser to assume all of the Assumed
      Liabilities.

     

    Deliveries
      by the Purchaser.
      Upon
      the terms and subject to the conditions of this Agreement, in reliance on the
      representations, warranties, covenants and agreements of the Seller contained
      herein, and in consideration of the transfer and sale of the Acquired Assets,
      the Purchaser agrees to deliver at the Closing the following, all satisfactory
      in form and substance to the Seller and its legal counsel (the delivery of
      which
      may be waived in writing by the Seller):

     

    the
      wire
      transfer of the Purchase Price as set forth in Section 2.04;

     

    a
      duly
      executed Escrow Agreement and a duly executed Assignment and Assumption
      Agreement;

     

    the
      Employment and Non-Competition Agreement duly executed by the Purchaser or
      an
      Affiliate of the Purchaser; and

     

    such
      other documents and instruments as in the opinion of counsel for the Seller
      may
      be reasonably required to effectuate the terms of this Agreement and to comply
      with the terms hereof.

     

    ADDITIONAL
      AGREEMENTS

     

    Agreement
      Not to Compete and to Maintain Confidentiality.

     

    For
      good
      and valuable consideration and in furtherance of the sale of the Acquired Assets
      and the Business to the Purchaser hereunder, in order to induce the Purchaser
      to
      enter into and perform this Agreement, to ensure that the Purchaser obtains
      the
      benefits it reasonably expects to obtain hereunder and to more effectively
      protect the value and goodwill of the Acquired Assets and the Business, each
      of
      the Seller Parties covenants and agrees that for a period commencing on the
      Closing Date and ending on the third (3rd)
      anniversary of the Closing Date, it shall not, and shall use commercially
      reasonable efforts to ensure that any agents, representatives and other Persons
      acting on behalf of the Seller (the Seller and such agents, representatives,
      and
      other Persons being collectively referred to as the “Restricted
      Persons”)
      do
      not, directly or indirectly, for the benefit of the Seller, its Affiliates,
      or
      themselves:

     

    (whether
      as principal, agent, independent contractor, partner or otherwise or by any
      other means) own, manage, operate, control, invest in or otherwise establish,
      operate, or carry on any business which engages in a business competitive with
      the Services offered by the Seller as part of the Business as of the Closing
      Date in any geographic area in which the Business, or the business of the
      Purchaser; provided,
      however,
      that it
      will not be deemed a breach of this Agreement:

     

    if
      the
      Restricted Persons and their respective Affiliates acquire an interest in,
      or
      make any investment in, any Person (i) where the amount invested was less than
      $50,000, (ii) in which such Restricted Persons and such Affiliates do not have
      the right to designate a majority of the members of the board of directors
      (or
      similar governing body) of such Person, (iii) in which such Restricted Persons
      and such Affiliates own less than 10% of the outstanding voting securities
      or
      (iv) that derives no more than 10% or less of its gross revenues from the sale
      or provision of services that are competitive with the Business; or

     

    
      
        
        

      

      
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    for
      any
      of the Restricted Persons to conduct any businesses other than the Business;
      

     

    induce
      or
      attempt to persuade any customer of the Business to terminate the relationship
      of such customer with the Business;

     

    induce
      or
      attempt to persuade any Business Personnel (as defined below) to terminate
      or to
      refuse to enter into any employment, agency or other business relationship
      with
      the Purchaser. For purposes of this clause (iii), “Business
      Personnel”
means
      any person (A) who is an employee, consultant, independent contractor or
      free-lance worker of the Seller or an Affiliate of the Seller on the Closing
      Date and who becomes employed or engaged by the Purchaser or an Affiliate of
      the
      Purchaser in connection with the transactions contemplated hereby, or (B) who
      is
      an employee, consultant, independent contractor or free-lance worker of the
      Purchaser or an Affiliate of the Purchaser employed or engaged in the Business
      or (C) who within one (1) year prior to the prohibited contact by a Restricted
      Person was an employee, consultant, independent contractor or free-lance worker
      employed or engaged in the Business for or on behalf of the Seller, the
      Purchaser or an Affiliate of the Purchaser or the Seller; or

     

    Each
      of
      the Seller Parties hereby expressly represents and warrants that it has or
      may
      have knowledge of certain commercial and marketing information and material
      regarding the Acquired Assets and the Business (including, but not limited
      to,
      the Services, lists of customers, product documentation, development work,
      lead
      lists, trade secrets and other Proprietary Information of the Seller relating
      to
      the Business) (the “Confidential
      Information”).
      The
      Seller acknowledges and agrees that all such Confidential Information is
      confidential and proprietary and that a substantial portion of the Purchase
      Price is being paid for such Confidential Information and that it represents
      a
      substantial investment having economic value to the Purchaser, and constitutes
      a
      substantial part of the value to the Purchaser of the Business and the Acquired
      Assets. The Seller acknowledges and agrees that the Purchaser would be
      irreparably damaged if any of the Confidential Information was disclosed to,
      or
      used or exploited on behalf of, any Person other than the Purchaser or any
      of
      its Affiliates to compete with the Purchaser’s operation of the Business after
      the Closing Date. Accordingly, each of the Seller Parties covenants and agrees
      that it shall not, and shall use its reasonable best efforts to ensure that
      each
      other Restricted Person does not, without the prior written consent of the
      Purchaser, disclose, use or exploit any such Confidential Information, for
      the
      benefit of the Seller, any other Restricted Persons or of any third-party;
      provided,
      that
      the term “Confidential Information” shall not include any information or
      material that:

     

    is
      or
      becomes publicly known through no act of any Restricted Person;

     

    is
      required to be disclosed to or by order of a governmental agency or a court
      of
      law or otherwise as required by law or legal process; provided,
      that
      prior to any such disclosure notice of such requirement of disclosure is
      provided to the Purchaser and the Purchaser is afforded the reasonable
      opportunity to object to such disclosure; or

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    becomes
      available to the Seller on a non-confidential basis from a third party source;
      provided,
      that
      such
      source is not bound by a confidential, legal or fiduciary duty of
      confidentiality to the Purchaser or any Affiliate thereof with respect to such
      information or material.

     

    Each
      of
      the Seller Parties expressly acknowledges that (i) each of the covenants
      contained in this Section 4.01 are integral to the sale to the Purchaser of
      the Acquired Assets and the Business, (ii) without the protection of such
      covenants, the Purchaser would not have entered into this Agreement, (iii)
      the
      consideration paid by the Purchaser bears no relationship to the damages the
      Purchaser may suffer in the event of any breach of any of the covenants of
      this
      Section 4.01, and (iv) such covenants contain limitations as to time,
      geographical area and/or scope of activity to be restrained which are reasonable
      and necessary to protect the Purchaser’s business interests. If this
      Section 4.01 shall nevertheless for any reason be held to be excessively
      broad as to time, duration, geographical scope, activity or subject, it shall
      be
      enforceable to the fullest extent compatible with applicable laws that shall
      then apply. The Seller hereby further acknowledges that money damages will
      be
      impossible to calculate and may not adequately compensate the Purchaser in
      connection with an actual or threatened breach by the Seller of any of the
      provisions of this Section 4.01. Accordingly, each of the Seller Parties,
      on its own behalf and on behalf of each of the other Restricted Persons, hereby
      expressly waives all rights to raise the adequacy of the Purchaser’s remedies at
      law as a defense if the Purchaser seeks to enforce by injunction or other
      equitable relief the due and proper performance and observance of the provisions
      of this Section 4.01. In addition, the Purchaser shall be entitled to
      pursue any other available remedies at law or equity, including the recovery
      of
      money damages, in respect of the actual or threatened breach of the provisions
      of this Section 4.01.

     

    Each
      of
      the Seller Parties hereby expressly waives any right to assert inadequacy of
      consideration as a defense to enforcement of the non-competition and
      confidentiality covenants in this Section 4.01 should such enforcement ever
      become necessary.

     

    Taxes,
      Fees and Expenses.
      The
      Seller shall pay all sales, use, transfer and purchase taxes and fees, if any,
      arising out of the transfer of the Acquired Assets pursuant to this
      Agreement.

     

    Employees;
      Employee Benefits.

     

    The
      Purchaser may, in its sole discretion, make an offer of employment to, and
      employ, certain Employees of Seller, but shall not be obligated to do so. Those
      Employees to whom the Purchaser makes an offer of employment, and who become
      employed by the Purchaser, are referred to herein individually as a
“Transferred
      Employee”
and
      collectively as the “Transferred
      Employees.”
The
      Seller shall be responsible for, and shall indemnify and hold harmless (as
      set
      forth in Article VII of this Agreement) the Purchaser from and against, any
      and
      all severance, termination, retention, “golden parachute,” unemployment
      compensation or any similar payment or other liabilities or obligations with
      respect to any Employee, whether or not the Purchaser extends an offer of
      employment to such Employee, whether or not such Employee accepts employment
      with the Purchaser, whether pursuant to any corporate policy, plan, agreement,
      or arrangement of Seller with respect to such Employee, any Benefit Plan, or
      by
      law (domestic or foreign and including, but not limited to, any liability under
      the Workers Adjustment and Retraining Notification Act as it may be amended
      from
      time to time and the provisions of Section 4980B of the Code and Part 6 of
      the Subtitle B of Title I of ERISA), and whether or not pursuant to individual
      agreement or commitment or group plan. No agreement, understanding or
      arrangement entered into by a Transferred Employee and the Seller prohibits
      or
      restricts (or shall prohibit or restrict) any Employee from disclosing
      Proprietary Information of the Seller to the Purchaser or its Affiliates after
      the Closing.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    The
      Purchaser shall not assume any of the Seller’s Benefit Plans. To the extent
      required by the terms of any such plan or program, the Purchaser shall give
      each
Transferred
      Employee credit
      for such employee’s service with the
      Seller
      and any of its Affiliates and any of their respective predecessors prior
      to
      the Closing
      for
      all
      purposes, including participation requirements, vesting and benefit accrual
      (except for purposes of benefit accrual under any defined benefit pension plan
      sponsored by the Purchaser or any of its Affiliates) under any benefit plan
      or
      program of the
      Purchaser and
      any
      of its Affiliates in which Transferred Employees are eligible to participate,
      except to the extent that such credited service would result in a duplication
      of
      benefits.

     

    Subject
      to applicable law, except as forth in this Section 4.03, as of and after
      the Closing Date, the Purchaser shall not assume any obligation or liability
      for
      and the Seller shall remain responsible for (i) any vested benefits accrued
      by
      Transferred Employees, Employees and former employees under any Benefit Plans,
      whether or not set forth in any employment agreement with the Seller, including,
      without limitation, under any equity appreciation or stock option plans of
      the
      Seller and (ii) any and all obligations and liabilities to Transferred
      Employees, Employees and former employees of the Seller related to any
      employment or service performed or otherwise, which were incurred or accrued
      prior to the Closing, including, without limitation, under any Benefit Plans
      that the Seller is or becomes obligated to provide prior to or after the
      Closing, including, without limitation, retirement benefits, disability payments
      and the obligation to provide COBRA continuation coverage to such former
      employees and their beneficiaries, whether payable prior to or after the
      Closing.

     

    The
      Purchaser shall be solely responsible for all severance, termination and other
      liabilities pursuant to the Purchaser’s plans or policies related to the
      termination of employment of each Transferred Employee whose employment is
      terminated by the Purchaser after the Closing Date and shall be responsible
      for
      all other liabilities relating to the Transferred Employees that arise after
      the
      Closing Date.

     

    As
      soon
      as practicable on or after the Closing Date, the Purchaser shall take any and
      all action necessary to cause the trustee of any tax-qualified defined
      contribution plan of the Purchaser or any of its Affiliates to which any
      Transferred Employee becomes a participant (“Purchaser
      401(k) Plan”)
      to
      accept a direct rollover of all of such Transferred Employee's “eligible
      rollover distribution” within the meaning of Section 402 of the Code from
      the Seller’s 401(k) plan,
      which
      shall consist of only cash and any outstanding qualifying 401(k) plan loan
      notes. Any such qualifying 401(k) plan loan notes shall not be treated as due
      and payable immediately as of the date such rollover occurs and instead shall
      be
      transferred to the Purchaser 401(k) Plan.

     

    Maintenance
      of Books and Records.
      Each of
      the Parties shall preserve, until at least the seventh (7th)
      anniversary of the Closing Date, all pre-closing records possessed or to be
      possessed by such Party relating to the Acquired Assets, the Assumed Liabilities
      or the Business. After the Closing Date and up until at least the seventh
      (7th)
      anniversary of the Closing Date, upon any reasonable request from a Party or
      its
      Representatives, the Party holding or controlling such records shall, or shall
      cause its Affiliates to, (x) provide to the requesting Party or its
      representatives reasonable access to inspect and audit such records during
      normal business hours and (y) permit the requesting Party or its Representatives
      to make copies of such records, in each case at no cost to the requesting Party
      or its Representatives (other than for reasonable out-of-pocket expenses).
      Such
      records may be sought under this Section 4.04 for any reasonable purpose,
      including, but not limited to, to the extent reasonably required in connection
      with the Audit, accounting, Tax, litigation, federal securities disclosure
      or
      other similar needs of the Party seeking such records. Without limiting the
      foregoing, each Party shall cause, and (as applicable) shall cause each of
      its
      Affiliates to cause, its employees to cooperate to the fullest extent
      practicable, with the Seller and its Affiliates and any agents, representatives
      and other Persons acting on behalf of such purchaser or successor), in each
      case
      with respect to the foregoing, to the extent that such access may be reasonably
      required by the other Party or Parties or any of their respective Affiliates
      for
      any lawful business purpose, including without limitation the investigation,
      defense, prosecution, litigation and final disposition of any claims that might
      have been or might be made by or against such Party or any Affiliate of such
      Party in connection with the Business. Such cooperation shall include, without
      limitation, the execution of affidavits, appearances, testimony and production
      of documents pursuant to federal and state criminal and civil subpoenas,
      depositions, interrogatories and other requests.

     

    
      
        
        

      

      
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    Bulk
      Sales Law.
      The
      Purchaser hereby waives compliance by the Seller with the provisions of all
      applicable state bulk sales laws, and the Seller Parties warrant and agree
      to
      pay and discharge when due all claims of creditors which could be asserted
      against the Purchaser by reason of such noncompliance to the extent that the
      liabilities to such creditors arise before or as a result of the
      Closing.

     

    [intentionally
      omitted]

     

    Further
      Assurances; Email and Website.
      After
      the Closing, each Party shall, at the request of the other Party and without
      further conditions or consideration, execute and deliver from time to time
      such
      other instruments of conveyance and transfer and take such other actions as
      such
      other Party may reasonably request in order to more effectively consummate
      the
      transactions contemplated hereby.

     

    4.08 Accounts
      Receivable. The
      Seller shall instruct its customers to remit payments in respect of the Accounts
      Receivable to the Purchaser in accordance with written instructions of the
      Purchaser. The Seller shall maintain its current billing systems for the benefit
      of the Purchaser for a period of thirty (30) days after the Closing at the
      Seller’s sole cost and expense.

     

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER
      PARTIES

     

    Except
      as
      set forth in the letter, dated the date hereof, delivered by the Seller to
      the
      Purchaser concurrently with the execution and delivery of this Agreement (the
      “Seller’s
      Disclosure Letter”)
      (with
      specific reference to the particular Section or subsection of the Agreement
      to which the information set forth in such letter relates, each of the Seller
      Parties, jointly and severally, represents and warrants to the Purchaser as
      follows:

     

    Organization.
      The
      Seller is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Maryland. The Seller has all requisite corporate
      power and authority to enable it to own, lease or otherwise hold its properties
      and assets and to carry on its business as presently conducted. The Seller
      is
      duly qualified to do business and in good standing in each jurisdiction in
      which
      the nature of the Business or the ownership, leasing or holding of the Acquired
      Assets makes such qualification necessary, except for those jurisdictions where
      the failure to be so qualified or to be in good standing would not reasonably
      be
      expected to have a Material Adverse Effect or adversely affect the ability
      of
      the Seller to consummate the transactions contemplated by this Agreement. A
      list
      of the jurisdictions in which the Seller is so qualified is set forth on
Schedule
      5.01.

     

    Authorization.
      The
      Seller has all requisite power and authority to enter into this Agreement and
      the Related Documents to be executed and delivered by the Seller pursuant hereto
      or in connection with the transactions contemplated hereby or thereby, and
      to
      consummate the transactions contemplated hereby and thereby. All acts and other
      proceedings required to be taken by the Seller to authorize the execution,
      delivery and performance of this Agreement and the Related Documents to which
      it
      is a Party, and the consummation of the transactions contemplated hereby and
      thereby, have been duly and properly taken.

     

    
      
        
        

      

      
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    Valid
      and Binding.
      This
      Agreement and each Related Document, to the extent any Seller Party is a party
      thereto, constitutes a valid and binding obligation of such Seller Party,
      enforceable against such Seller Party in accordance with its terms (assuming
      this Agreement each Related Document constitutes the valid and binding agreement
      of the Purchaser or such other party), except that (i) such enforcement may
      be
      limited by or subject to bankruptcy, insolvency, reorganization, moratorium
      or
      similar laws now or hereafter in effect relating to or limiting creditors’
rights generally and (ii) the remedy of specific performance and injunctive
      and
      other forms of equitable relief are subject to certain equitable defenses and
      to
      the discretion of the court before which any proceeding therefor may be
      brought.

     

    No
      Violation.
      The
      execution and delivery of this Agreement and each Related Document by each
      Seller Party, and the consummation of the transactions contemplated hereby
      and
      thereby and compliance with the terms hereof and thereof, do not and will not
      (subject only to obtaining any required consents, approvals, authorizations,
      exemptions or waivers set forth on Schedule
      5.05)
      (i)
      conflict with, or result in any violation of, any provision of the Articles
      of
      Incorporation or By-laws of the Seller (as amended, if applicable), (ii)
      conflict with, or result in any violation of or default on the part of any
      Seller Party (with or without notice or lapse of time, or both) under, or give
      rise to a right of termination, cancellation or acceleration of any obligation,
      or result in the creation of any Encumbrance upon any of the Acquired Assets,
      under any material note, bond, mortgage, indenture, deed of trust, license,
      lease, contract, commitment or loan or other agreement to which such Seller
      Party is a party or by which any of its properties or assets are bound, or
      (iii)
      conflict with, or result in any violation of any statute, regulation, rule,
      injunction, judgment, order, law, ordinance, decree, ruling, charge or other
      restriction of any government, governmental agency, or court applicable to
      any
      Seller Party, or its property or assets, except in the case of clauses (ii)
      and
      (iii) for any such conflicts, violations, breaches, defaults, rights of
      termination, cancellation or acceleration or requirements which, individually
      or
      in the aggregate, would not reasonably be expected to have a Material Adverse
      Affect or adversely affect the ability of the Seller Parties to consummate
      the
      transactions contemplated by this Agreement.

     

    Consents
      and Approvals.
      Except
      as set forth on Schedule
      5.05,
      no
      consent, approval or authorization of, or declaration, filing or registration
      with, any governmental or regulatory authority or any court or other tribunal,
      and no consent or waiver of any party to any Contract is required to be obtained
      by any Seller Party in connection with the execution, delivery and performance
      of this Agreement and each Related Document or the consummation of the
      transactions contemplated hereby or thereby.

     

    Financial
      Statements.
      The
      Seller has furnished to the Purchaser complete copies of (i) unaudited balance
      sheets of the Business as of December 31, 2004, December 31, 2005 and December
      31, 2006, and an unaudited balance sheet of the Business as of September 30,
      2007 and (ii) unaudited income statements of the Business for the years ended
      December 31, 2004, December 31, 2005 and December 31, 2006 and an unaudited
      income statement of the Business for the nine-month period ended September
      30,
      2007 (collectively, the “Financial
      Statements”),
      copies of which are attached hereto as Schedule
      5.06.
      The
      Financial Statements have been prepared on the basis of the books and records
      maintained by the Seller in the ordinary course of business in accordance with
      the accounting policies and procedures of the Seller in a manner consistently
      used and applied throughout the periods involved. Except as set forth on
Schedule
      5.06,
      the
      Financial Statements have been prepared in accordance with GAAP and present
      fairly in all material respects the assets, liabilities and the financial
      condition of the Business as at the respective dates thereof and the results
      of
      operations of the Business for the periods then ended.

     

    Interim
      Operations.
      Except
      as set forth on Schedule
      5.07(a),
      since
      December 31, 2006:

     

    the
      Business has been conducted by the Seller in the ordinary and usual course
      and
      in a manner consistent with past practice;

     

    
      
        
        

      

      
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    with
      respect to the Business, the Seller has not:

     

    suffered
      any Material Adverse Effect;

     

    incurred
      any liabilities or obligations (absolute, accrued, contingent or otherwise),
      except in the ordinary and usual course of business and consistent with past
      practice and except for liabilities and obligations that have not, individually
      or in the aggregate, been material to the Business;

     

    increased,
      or experienced any change in any assumptions underlying or methods of
      calculating, any bad debt, contingency or other reserves;

     

    paid,
      discharged or satisfied any claims, liabilities or obligations (absolute,
      accrued, contingent or otherwise), other than the payment, discharge or
      satisfaction in the ordinary and usual course of business and consistent with
      past practice of claims, liabilities and obligations reflected or reserved
      against in the Financial Statements or incurred in the ordinary and usual course
      of business and consistent with past practice;

     

    permitted
      or allowed any of the Acquired Assets to be subjected to any Encumbrance (except
      Permitted Encumbrances);

     

    canceled
      any debt for borrowed money owing to the Seller or waived any material claims
      or
      rights;

     

    sold,
      transferred, or otherwise disposed of, or transferred or granted any rights
      under any lease, license or agreement with respect to any of its assets, except
      pursuant to Customer Contracts entered into in the ordinary course of business
      consistent with past practice;

     

    disposed
      of, failed to take reasonable steps to protect, or permitted to lapse, any
      rights for the use of, the Intellectual Property, other than Incidental
      Intellectual Property, used in the Business;

     

    made
      any
      change in any method of accounting or accounting practice, except insofar as
      may
      be required by GAAP;

     

    made
      any
      single capital expenditure or future commitment in excess of $10,000 for
      additions to property, plant, equipment or intangible capital assets, or made
      capital expenditures or future commitments in excess of $25,000 in the aggregate
      for additions to property, plant, equipment or intangible capital
      assets;

     

    made
      any
      single capital expenditure or future commitment in excess of $10,000 for
      improvements, updates or fixes to its systems, Products or the development
      of
      new Software, or made aggregate capital expenditures or future commitments
      in
      excess of $25,000 for improvements, updates or fixes to its systems, Products
      or
      the development of new Software;

     

    made
      any
      material change in development, marketing or pricing policies relating to
      products or services of the Business (whether or not in the ordinary and usual
      course of business);

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    had
      any
      significant labor dispute or received written notice of any
      grievance;

     

    borrowed
      or agreed to borrow any funds;

     

    paid
      and/or declared any dividends (other than in cash) with respect to its shares
      of
      capital stock, whether in shares of capital stock or other
      property;

     

    granted
      to any officer or employee any increase in compensation or
      benefits;

     

    paid
      any
      pension, retirement allowance or other employee benefit not required by any
      plan, policy or program set forth on Schedule
      5.20(a)
      or any
      employment agreement set forth on Schedule
      5.20(a);

     

    adopted,
      agreed to adopt, or made any announcement regarding the adoption of (i) any
      new
      pension, retirement or other employee benefit plan, program or policy, or (ii)
      any amendments to any existing pension, retirement or other employee benefit
      plan, policy or program set forth on Schedule
      5.20(a)
      unless
      otherwise required by applicable law;

     

    except
      as
      set forth in the Financial Statements, written off as uncollectible any notes
      or
      Accounts Receivable, other than in the ordinary course of business;

     

    changed
      its practice or policy with respect to collection of Accounts Receivable;
      or

     

    suffered
      or agreed to take any of the actions set forth in this subparagraph
      (ii).

     

    None
      of
      the assets of the Seller used in the Business have been affected in any way
      as a
      result of fire, explosion or other casualty (whether or not covered by
      insurance).

     

    Undisclosed
      Liabilities.
      To
      Seller’s Knowledge, with respect to the Business, the Seller does not have any
      liabilities or obligations (whether accrued, absolute, contingent or otherwise),
      except for liabilities or obligations (i) disclosed on Schedule
      5.08,
      (ii)
      disclosed in the Financial Statements in accordance with GAAP, (iii) arising
      in
      the ordinary course of business consistent with past practice under any Contract
      or (iv) incurred in the ordinary course of business consistent with past
      practice since December 31, 2006.

     

    Taxes.

     

    All
      Tax
      Returns required to be filed with any Tax Authority on or prior to the date
      hereof by or with respect to the Seller have been filed, except Tax Returns
      for
      which requests for extensions have been timely filed, and all such filed Tax
      Returns are complete in all material respects.

     

    The
      Seller has paid all Taxes shown as due and payable on Tax Returns that have
      been
      filed.

     

    The
      Seller has paid or accrued on its December 31, 2006 balance sheet included
      in
      the Financial Statements all Taxes payable by it for all Taxable Periods ending
      on or before December 31, 2006 for which no Tax Return has yet been
      filed.

     

    
      
        
        

      

      
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    No
      federal, state, local or foreign audits, examinations or other administrative
      or
      court proceedings are presently pending with regard to any Tax Returns or Taxes
      of the Seller.

     

    There
      are
      no Encumbrances for Taxes on the assets of the Seller, other than Encumbrances
      for Taxes not yet due.

     

    The
      Seller has withheld from each payment to any of its officers, directors,
      employees or creditors all amounts which it is required by the laws to which
      it
      is subject to withhold or deduct, has timely remitted all amounts so withheld
      or
      deducted to the proper recipients thereof in the manner required by such laws
      and has made adequate provision in its books for all such amounts which it
      is
      not yet required to remit.

     

    No
      claim
      has ever been asserted by a Tax Authority in a jurisdiction where the Seller
      has
      not filed Tax Returns that the Seller is or may be subject to taxation by that
      jurisdiction.

     

    Schedule
      5.09(h)
      sets
      forth all the states for which the Seller is required to file income or
      franchise Tax Returns (or similar type of Tax Returns) for the Taxable Period
      most recently ended, or for which the Seller expects to be required to file
      for
      the current Taxable Period.

     

    The
      Seller has provided the Purchaser copies of: (i) all income or franchise Tax
      Returns filed by, or on behalf of, the Seller since its incorporation (the
      “Tax
      Period”);
      (ii)
      all material notices, protests or other correspondence issued by or filed with
      a
      Tax Authority relating to any Taxes for any Taxable Period beginning with the
      Tax Period; (iii) any elections or disclosure of any controversial positions
      filed by or on behalf of the Seller with any Tax Authority (whether or not
      filed
      with any Tax Return); (iv) any letter rulings, determination letters or similar
      documents issued by any Tax Authority with respect to the Seller; (v) any
      closing agreement entered into by the Seller with any Tax Authority; and (vi)
      Tax Return work papers.

     

    Condition
      of Property.
      Except
      as set forth on Schedule
      5.10,
      all
      Tangible Property included within the Acquired Assets is in good operating
      condition and repair, reasonable wear and tear excepted, and all such Tangible
      Property is adequate for the uses to which it is being put. None of such
      Tangible Property is in need of maintenance or repairs except for ordinary,
      routine maintenance and repairs which are not material in nature or
      cost.

     

    Contracts
      and Commitments.

     

    Schedule
      5.11(a)
      lists
      all Contracts (copies of which have heretofore been made available to the
      Purchaser) and describes all currently effective oral agreements and
      commitments, if any, to which the Seller is a party in respect of the Business
      and involving annual payments by any party in excess of $10,000. The Contracts
      listed on Schedule 5.11(a) are referred to herein as the “Scheduled
      Contracts.”
Each
      Scheduled Contract that is a Customer Contract was entered into in the ordinary
      course of business. Except as set forth on Schedule
      5.11(a),
      (i) all
      written Scheduled Contracts constitute valid and binding agreements of the
      Seller party thereto, and, to the Seller’s Knowledge, each other party thereto,
      enforceable in accordance with their terms except (A) as such enforcement may
      be
      limited by or subject to any bankruptcy, insolvency, reorganization, moratorium
      or similar laws now or hereafter in effect relating to or limiting creditors’
rights generally and (B) that the remedy of specific performance and injunctive
      and other forms of equitable relief are subject to certain equitable defenses
      and to the discretion of the court before which any proceeding therefor may
      be
      brought, (ii) with respect to the Scheduled Contracts (A) there are no
      existing material defaults by the Seller or, to the Seller’s Knowledge, by any
      other party thereto and (B) there is no event which (whether with or without
      notice, lapse of time or the happening or occurrence of any other event) would
      constitute a material default under the Scheduled Contracts by the Seller,
      or by
      any other party thereto and (iii) the Seller is not restricted under any
      Scheduled Contract from carrying on the Business in any geographical
      location.

     

    
      
        
        

      

      
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    The
      Seller does not own any Real Property in respect of the Business. The only
      leases for Real Property to which the Seller is a party in respect of the
      Business are as set forth on Schedule
      5.11(b)
      (each, a
“Lease”
and
      collectively, and together with all addenda, the “Leases”).
      With
      respect to each Lease, (i) such Lease is in full force and effect and is binding
      and enforceable in accordance with its terms except (A) as such enforcement
      may
      be limited by or subject to any bankruptcy, insolvency, reorganization,
      moratorium or similar laws now or hereafter in effect relating to or limiting
      creditors’ rights generally, (B) that the remedy of specific performance and
      injunctive and other forms of equitable relief are subject to certain equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought; (ii) all rental and other charges payable pursuant to the terms
      and conditions of such Lease have been paid and no rent has been paid in advance
      more than 30 days; (iii) to the Seller’s Knowledge, there are no charges,
      offsets or defenses against the enforcement by the lessors thereunder of any
      agreement, covenant or condition on the part of the Seller to be performed
      or
      observed pursuant to the terms of the Leases; (iv) there are no defaults by
      the
      Seller of any material agreement, covenant or condition on the part of the
      Seller to be performed or observed pursuant to the terms of such Leases; (v)
      there are no actions or proceedings pending or, to the Seller’s Knowledge,
      threatened, by the lessor under such Leases; (vi) except for the security
      deposits required by the Leases identified on Schedule
      5.11(b),
      the
      lessor does not hold any deposits for the Seller’s accounts under such Leases;
      (vii) except as set forth on Schedule
      5.05,
      the
      consummation of the sale of the Acquired Assets will not constitute a prohibited
      transfer or assignment under the Leases (or lessor’s consent to any such
      transfer or assignment will have been obtained prior to Closing); and (viii)
      to
      the Seller’s Knowledge, there are no defaults by the lessor under each Lease of
      any material agreement, covenant or condition on the part of the lessor to
      be
      performed or observed pursuant to the terms of the Lease. The current expiration
      dates and remaining options to extend the Leases are as set forth on
Schedule
      5.11(b).
      Minimum
      monthly rent and additional rent under the Leases are set forth on Schedule
      5.11(b).

     

    [intentionally
      omitted]

     

    Assets
      of the Seller.

     

    Except
      as
      described on Schedule
      5.13(a),
      the
      Seller has valid, good and marketable title to, or has a valid leasehold
      interest or valid license or other contractual rights in, the Acquired Assets,
      free and clear of all Encumbrances, except for Permitted
      Encumbrances.

     

    The
      Acquired Assets constitute all of the assets and properties that are necessary
      or required for the operation or conduct of the Business in the manner presently
      operated and conducted by the Seller as of the date hereof.

     

    Land
      Use Matters.
      There
      are no pending or, to the Seller’s Knowledge, threatened, legal actions or
      proceedings in the nature of condemnation proceedings that might prohibit,
      restrict or impair the use and occupancy of the property covered by the Lease,
      or result in the suspension, revocation, impairment, forfeiture or non-renewal
      of any required licenses, permits, certificates and approvals for the use and
      occupancy and operation of the properties covered by the Leases, other than
      such
      prohibitions, restrictions, suspensions, revocations, impairments, forfeitures
      and non-renewals that individually or in the aggregate would not result in
      a
      Material Adverse Effect.

     

    Environmental
      Matters.
      To the
      Seller’s Knowledge, the Seller is in compliance in all material respects with
      all applicable Environmental Laws and Environmental Permits in respect of the
      Business. There are no Environmental Claims pending or, to the Seller’s
      Knowledge, threatened, against the Seller or against any of the Acquired Assets
      and, to the Seller’s Knowledge, there exists no basis, facts or circumstances
      which could reasonably be expected to give rise to an Environmental
      Claim.

     

    
      
        
        

      

      
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    Insurance.
      Schedule
      5.16
      (i)
      lists the insurance policies currently maintained with respect to the Business
      (summaries of which have been provided to the Purchaser) in such amounts, with
      such deductibles as listed therein and (ii) specifically describes all claims
      made by the Seller during the past three (3) years under
      any
      such insurance policies. All premiums due and payable with respect to the
      insurance policies listed on Schedule
      5.16
      have
      been paid, and the Seller has not received any written notice that (i) any
      of
      the policies listed on Schedule
      5.16
      are not
      in full force and effect, or that any such policies have been cancelled or
      terminated, except for policies that have been replaced on substantially similar
      terms prior to the date of such cancellation.

     

    Employees
      and Labor Relations.

     

    Schedule
      5.17(a)
      contains
      the names of all persons employed or retained by the Seller, on a full-time,
      part-time or temporary basis, relating to the Business, including those
      employees of the Business on disability leave, parental leave or other absence
      as of the date hereof (each, an “Employee”
and
      collectively, the “Employees”),
      and
      lists which Employees are leased, part-time or temporary employees and lists
      the
      salary for each Employee. The Seller has provided the Purchaser with the
      commission, bonus entitlement, profit sharing arrangements both contractual
      and
      discretionary, and current vacation accrual for each Employee, has indicated
      which Employees are currently on short-term or long-term disability, and has
      provided the date of each Employee's commencement of employment and a
      description of each Employee's function in the Business. Except for the persons
      listed on Schedule
      5.17(a),
      the
      Seller does not have any employment, compensation, noncompetition,
      nonsolicitation or other similar arrangements with any individuals who perform
      services for the Seller in connection with the Business.

     

    A
      copy or
      description of the standard terms of employment (including noncompetition and
      nonsolicitation obligations) of the Employees is attached hereto as Schedule
      5.17(b).
      All
      Employees employed on terms other than substantially in accordance with such
      standard terms are employed pursuant to an employment agreement identified
      on
Schedule
      5.17(b).
      All
      Employees are “at will” employees, each of whom can be terminated at any time
      without penalty or premium and whose employment terms are solely governed by
      the
      current policy manual of the Seller (a true and complete copy of which has
      been
      provided to the Purchaser), except as otherwise specified on Schedule
      5.17(b).

     

    Except
      as
      set forth on Schedule
      5.17(c),
      (i)
      there is no current or pending labor strike or work stoppage or lockout against
      the Seller or materially affecting the Business; during the past five (5) years
      there has not been any such action against the Seller in respect of the
      Business; and to the Seller’s Knowledge, there has not been, and is not now, any
      such action threatened against the Seller or materially affecting the Business;
      (ii) none of the Employees are represented by a union or subject to a collective
      bargaining agreement and, to the Seller’s Knowledge, no union organizational
      campaign is in progress with respect to the Employees and no question concerning
      representation exists respecting such Employees; (iii) with respect to the
      Employees, the Seller is in compliance in all material respects with all
      applicable laws respecting employment and employment practices, terms and
      conditions of employment and wages and hours and is not engaged in any unfair
      labor practice; and (iv) there are no written agreements or arrangements between
      (x) the Seller and (y) any current or former employee, consultant, independent
      contractor, or leased or contract employee obligating the Seller to make any
      payment or increase compensation due to any such individual as a result of
      the
      transactions contemplated by this Agreement, nor will the transactions
      contemplated by this Agreement result in any breach of any agreement with any
      current or former employee, consultant, independent contractor, or leased or
      contract employee.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Except
      as
      set forth on Schedule
      5.17(d),
      there
      are no loans outstanding from the Seller to any of the Employees.

     

    The
      Seller is not in breach of any material terms of employment of any Employee
      nor,
      to the Seller’s Knowledge, is any Employee in breach of any material term of his
      or her employment relationship.

     

    As
      of the
      date hereof, no Employee has given or received written notice of termination
      of
      his or her employment.

     

    With
      respect to the Business and the Employees, the Seller (i) has complied in all
      material respects with the employment eligibility verification form requirements
      under the Immigration and Naturalization Act, as amended (“INA”),
      in
      recruiting, hiring, reviewing and documenting prospective employees for
      employment eligibility verification purposes; (ii) has complied in all material
      respects with the paperwork provisions and anti-discrimination provisions of
      the
      INA; (iii) has obtained and maintained the employee records and I-9 forms in
      proper order as required by United States law; and (iv) does not employ any
      workers unauthorized to work in the United States.

     

    Litigation.
      Except
      as set forth on Schedule
      5.18,
      as of
      the date hereof, there is no action, proceeding or investigation by or before
      any court, governmental agency or arbitrator or other tribunal that is pending
      or, to the Seller’s Knowledge, threatened (an “Action”)
      which:

     

    is
      or may
      be brought against or which involves the Seller in respect of the
      Business;

     

    questions
      or challenges the validity of, or seeks damages or equitable relief on the
      basis
      of, this Agreement or any action taken or to be taken by the Seller pursuant
      to
      this Agreement or in connection with the transactions contemplated hereby;
      or

     

    is
      likely
      to affect the right of the Purchaser after the Closing Date to own all right,
      title and interest in and to the Acquired Assets or to conduct the Business
      as
      presently conducted.

     

    Court
      Orders, Decrees, and Laws.
      The
      Seller is in compliance in all material respects with all applicable federal,
      state or local laws, rules, regulations, ordinances, zoning requirements,
      governmental restrictions, orders, judgments and decrees affecting, involving
      or
      relating to the Business, and the Seller has not received any written notices
      alleging any such violation. The foregoing shall be deemed to include laws,
      rules and regulations relating to the federal patent, copyright, and trademark
      laws, state trade secret and unfair competition laws, and to all other
      applicable laws, rules and regulations including, but not limited to, equal
      opportunity, wage and hour, and other employment matters, and antitrust and
      trade regulations, health product marketing, anti-bribery, anti-kickback,
      physician self-referral and false claims, safety (including OSHA), building,
      electronic signatures, import and export, zoning or health and privacy laws
      (including, without limitation, HIPAA), ordinances and regulations.
      Seller
      has not made or agreed to make gifts of money, other property or similar
      benefits, or provide any other remuneration directly or indirectly (other than
      incidental gifts of articles of nominal value used in a practice) to any actual
      or potential customer, supplier, governmental employee or any other person
      in a
      position to assist or hinder the Seller or the Business (or any of their
      respective family members or affiliates) in connection with any actual or
      proposed transaction.

     

    Employee
      Benefit Plans; ERISA.

     

    Schedule
      5.20(a)
      contains
      a list of employee benefit plans under Section 3(3) of ERISA and any other
      employment, consulting, bonus, deferred compensation, incentive compensation,
      severance, termination or post-employment pay, disability, hospitalization
      or
      other medical, dental, vision, life or other insurance, stock purchase, stock
      option, stock appreciation, stock award, pension, profit sharing, 401(k) or
      retirement plan, agreement or arrangement, and each other employee benefit
      plan
      or arrangement arising out of the employment or the termination of an Employee,
      former employee, retiree or sales personnel, by the Seller, whether written
      or
      oral, tax-qualified under the Code or non-qualified, whether covered by ERISA
      or
      not, maintained or contributed to by the Seller, its Affiliates or any trade
      or
      business under common control with the Seller (as determined pursuant to
      Section 414(b), (c), (m), (o) or (t) of the Code) covering any such person
      (collectively, “Benefit
      Plans”).
      The
      Seller has made available to the Purchaser true and complete copies of the
      Benefit Plans. The Seller does not have any legally binding oral or written
      plan
      or other commitment, whether covered by ERISA or not, to create any additional
      plan, agreement or arrangement or to modify or change any existing Benefit
      Plan
      in any manner that would affect any of the Transferred Employees.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    The
      Seller does not maintain, nor has it ever maintained or contributed to, a
“multiemployer plan,” as that term is defined in Section 3(37) of
      ERISA.

     

    All
      contributions or other amounts which the Seller is required to make under the
      terms of the Benefit Plans with respect to Transferred Employees on or prior
      to
      Closing have been paid.

     

    There
      are
      no pending, or to the Seller’s Knowledge, threatened, claims, litigation,
      administrative actions or proceedings against or otherwise involving any of
      the
      Benefit Plans by any Transferred Employee (other than routine claims for
      benefits) that would reasonably be expected to have a Material Adverse Effect.
      There is no judgment, decree, injunction, rule or order of any court,
      governmental body, commission, agency or arbitrator outstanding against or
      in
      favor of any Benefit Plan or, to the Seller’s Knowledge, any fiduciary thereof
      in that capacity, related to the Transferred Employees.

     

    None
      of
      the Acquired Assets is subject to any Encumbrance under Section 302(f) of
      ERISA or Section 412(n) of the Code.

     

    Customers
      and Vendors.

     

    Set
      forth
      on Schedule
      5.21(a)
      is a
      true, complete and current list of the Seller’s top 20 customers (the
“Customers”),
      as
      measured by revenues contributed to the Business for each of (i) the year ended
      December 31, 2006 and (ii) the nine months ended September 30, 2007, including
      the revenue received from such Customers in each of such 12-month and nine-month
      periods.

     

    Schedule
      5.21(b)
      is a
      true, complete and current list of each vendor that is a supplier of any
      significant material, product, component or service used in the Business during
      each of the year ended December 31, 2006 and the nine months ended September
      30,
      2007 (each, a “Vendor”).
      Except as set forth on Schedule
      5.21(b),
      the
      Seller has written Contracts with each such Vendor, each of which Contract
      is
      included on Schedule
      5.11(a).
      Schedule
      5.21(b)
      identifies Vendors to whom the Seller paid in the aggregate $10,000 or more
      during the most recently completed fiscal year, together with, in each case,
      the
      amount paid or billed during such period.

     

    To
      the
      Seller’s Knowledge, no Customer has indicated in writing that it will stop, or
      materially decrease the rate of, purchasing services from the Business, and
      no
      Vendor has indicated in writing that it will stop, or materially decrease the
      rate of, supplying materials, products, components or services to the
      Business.

     

    Broker’s
      Fees.
      Except
      for the fee owed to David Heller & Company, LLC (or its affiliates), which
      the Seller shall pay at the Closing and be solely responsible for in full,
      no
      broker, investment banker, financial advisor or other Person is entitled to
      any
      broker’s, finder’s, financial advisor’s or similar fee or commission in
      connection with the transactions contemplated by this Agreement based upon
      arrangements made by or on behalf of the Seller, except those for which the
      Seller will be solely responsible.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    Related-Party
      Transactions.
      Schedule
      5.23
      contains
      a complete and correct list, and copy, of each contract, agreement, license,
      lease, or arrangement between the Seller and (i) any Affiliate of the Seller;
      (ii) any officer or employee of the Seller; (iii) any corporation, trust, or
      other entity in which the Seller or any such officer or employee has a material
      equity or participating interest; (iv) any partnership in which the Seller
      or
      any such officer or employee has a partnership or participating interest; or
      (v)
      any such officer or employee, in each case, relating to or involving the
      Business. 

     

    Licenses;
      Permits.
      Schedule
      5.24
      sets
      forth all Governmental Authorizations and Permits maintained by the Seller
      in
      respect of the Business. Such Governmental Authorizations and Permits constitute
      all approvals, authorizations, certifications, consents, variances, permissions,
      licenses, or permits to or from, or filings, notices, or recordings to or with,
      federal, state, or local governmental authorities that are required for the
      ownership and use of the Acquired Assets and the conduct of the Business as
      currently conducted by the Seller under federal, state, and local law,
      regulation, ordinance, zoning requirement, governmental restriction, order,
      judgment, or decree. The Seller is in compliance in all material respects with
      all terms and conditions of such Governmental Authorizations and Permits. All
      of
      such Governmental Authorizations and Permits are in full force and effect,
      and
      to the Seller’s Knowledge, no suspension or cancellation of any of them is being
      threatened, nor will any of such Governmental Authorizations and/or Permits
      be
      affected by the consummation of the transactions described in this
      Agreement.

     

    Accounts
      Receivable.
      All
      Accounts Receivable of the Seller have arisen in the ordinary course of business
      in arm’s-length transactions for goods actually sold and services actually
      performed or to be performed, represent valid obligations to the Seller,
      collectible in full in accordance with their terms within 30 days after the
      day
      on which they first become payable, subject to any bad debt or similar reserves
      reflected on Seller’s Financial Statements in accordance with GAAP, and are
      subject to no known set-offs or counterclaims. The Seller has available in
      its
      records copies of invoices or electronic records of services performed and
      all
      existing Contracts with respect to all such Accounts Receivable.

     

    Disclosure.
      None of
      the representations and warranties of the Seller in this Agreement, together
      with statements contained in this Agreement or in any Related Document contain
      any untrue statement of material fact or omit to state any material fact
      necessary in order to make such representations, warranties or statements not
      misleading.

     

    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

     

    The
      Purchaser hereby represents and warrants to the Seller as follows:

     

    Organization;
      Due Authorization.
      The
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of the State of New York and has full corporate power to execute,
      deliver and perform this Agreement and each Related Document to which it is
      a
      party. The Purchaser has all requisite power and authority to enter into this
      Agreement and the Related Documents to be executed and delivered by the
      Purchaser pursuant hereto or in connection with the transactions contemplated
      hereby or thereby, and to consummate the transactions contemplated hereby and
      thereby. All acts and other proceedings required to be taken by the Purchaser
      to
      authorize the execution, delivery and performance of this Agreement and the
      Related Documents to which it is a party, and the consummation of the
      transactions contemplated hereby and thereby, have been duly and properly
      taken.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Valid
      and Binding.
      This
      Agreement and each Related Document, to the extent that the Purchaser is a
      party
      thereto, constitutes a valid and binding obligation of the Purchaser,
      enforceable against the Purchaser in accordance with its terms (assuming this
      Agreement each Related Document constitutes the valid and binding agreement
      of
      the Seller or such other party), except that (i) such enforcement may be limited
      by or subject to any bankruptcy, insolvency, reorganization, moratorium or
      similar laws now or hereafter in effect relating to or limiting creditors’
rights generally and (ii) the remedy of specific performance and injunctive
      and
      other forms of equitable relief are subject to certain equitable defenses and
      to
      the discretion of the court before which any proceeding therefor may be
      brought.

     

    Consents
      and Approvals.
      No
      consent, approval or authorization of, or declaration, filing or registration
      with, any Governmental Authority is required to be obtained by the Purchaser
      in
      connection with the execution, delivery and performance of this Agreement or
      the
      consummation of the transactions contemplated hereby.

     

    No
      Violation.
      The
      execution and delivery of this Agreement and each Related Document by the
      Purchaser, and the consummation of the transactions contemplated hereby and
      thereby and compliance with the terms hereof and thereof does not and will
      not,
      conflict with, or result in any violation of or default (with or without notice
      or lapse of time, or both) under, or give rise to a right of termination,
      cancellation or acceleration of any obligation or to loss of a material benefit
      under or result in the creation of any Encumbrance of any kind upon any of
      the
      properties or assets of the Purchaser under, any provision of (i) the
      Certificate of Incorporation or By-laws of the Purchaser, (ii) any note, bond,
      mortgage, indenture, deed of trust, license, lease, contract, commitment or
      loan
      or other agreement to which the Purchaser is a party or by which any of its
      properties or assets are bound, or (iii) any judgment, order, decree, statute,
      law, ordinance, rule or regulation applicable to the Purchaser or its property
      or assets. Purchaser possesses, or is the beneficiary of, a sufficient number
      of
      licenses from Microsoft Corporation to permit it to continue to utilize the
      Microsoft general purpose office and operating system software installed on
      the
      Computer Equipment included within the Acquired Assets.

     

    SEC
      Documents.
      The
      Purchaser has filed all required reports, schedules, forms, statements and
      other
      documents with the SEC since January 1, 2005 (the “Purchaser
      SEC Documents”).
      As of
      their respective dates, the Purchaser SEC Documents complied as to form in
      all
      material respects with the requirements of the Securities Act of 1933, as
      amended, (the “Securities
      Act”)
      or the
      Securities Exchange Act of 1934, as amended, as the case may be, and the rules
      and regulations of the SEC promulgated thereunder applicable to such Purchaser
      SEC Documents, and none of the Purchaser SEC Documents contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. Except to the
      extent that information contained in any Purchaser SEC Document has been revised
      or superseded by a later-filed Purchaser SEC Document filed and publicly
      available prior to the date of this Agreement (the “Filed
      Purchaser SEC Documents”),
      as of
      the date of this Agreement, none of the Purchaser SEC Documents contains any
      untrue statement of a material fact or omits to state any material fact required
      to be stated therein or necessary in order to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading. The
      financial statements of Purchaser included in the Purchaser SEC Documents
      complied as of their respective dates of filing with the SEC as to form in
      all
      material respects with applicable accounting requirements and the published
      rules and regulations of the SEC with respect thereto, have been prepared in
      accordance with generally accepted accounting principles (except, in the case
      of
      unaudited statements, as permitted by Form 10-Q of the SEC) applied on a
      consistent basis during the periods involved (except as may be indicated in
      the
      notes thereto) and fairly present the consolidated financial position of
      Purchaser and its consolidated subsidiaries as of the dates thereof and the
      consolidated results of their operations and cash flows for the periods then
      ended (subject, in the case of unaudited statements, to normal year-end audit
      adjustments). Except as set forth in the Filed Purchaser SEC Documents, and
      except for liabilities and obligations incurred in the ordinary course of
      business consistent with past practice, neither Purchaser nor any of its
      subsidiaries has any liabilities or obligations of any nature (whether accrued,
      absolute, contingent or otherwise) required by generally accepted accounting
      principles to be set forth on a consolidated balance sheet of Purchaser and
      its
      consolidated subsidiaries or in the notes thereto which, individually or in
      the
      aggregate, could reasonably be expected to have a material adverse effect on
      Purchaser.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    Broker’s
      Fees.
      No
      broker, investment banker, financial advisor or other Person is entitled to
      any
      broker’s, finder’s, financial advisor’s or similar fee or commission in
      connection with the transactions contemplated by this Agreement based upon
      arrangements made by or on behalf of the Purchaser, except those for which
      Purchaser will be solely responsible; provided,
      that
      Seller shall be solely responsible for the fee payable to David Heller &
Company, LLC (or its affiliates), as specified in Section 5.23.

     

    SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

     

    Survival
      of Representations and Warranties.
      All
      representations and warranties made by any Party in this Agreement shall survive
      the Closing until the expiration of the statute of limitations applicable
      thereto (in
      each
      case, the “Survival
      Period”).
      No
      investigation by, or Knowledge of, the Purchaser shall relieve the Seller from
      any liability for any breach of a representation or warranty made in this
      Agreement or in any Related Document. Covenants and agreements required to
      be
      performed after the Closing shall survive the Closing and shall expire in
      accordance with their terms.

     

    Notice
      of Damages.
      A Party
      seeking indemnity hereunder (the “Indemnified
      Party”)
      shall
      give the Party from which indemnity is sought hereunder (the “Indemnitor”)
      prompt
      written notice (hereinafter, the “Indemnification
      Notice”)
      of any
      demands, claims, actions or causes of action (collectively, “Claims”)
      asserted against the Indemnified Party. Failure to give such notice shall not
      relieve the Indemnitor of any obligations which the Indemnitor may have to
      the
      Indemnified Party under this Article VII, except and only to the extent that
      such failure has actually prejudiced the Indemnitor under the provisions for
      indemnification contained in this Agreement or the Indemnitor’s ability to
      defend such Claim. For purposes of this Article VII, the Purchaser or another
      Purchaser Indemnified Party (as defined herein), on the one hand, and the Seller
      or another Seller indemnified Party (as defined herein), on the other hand,
      shall be deemed to be the “Indemnified Party” or the “Indemnitors”, as the case
      may be. Each Indemnification Notice shall state that the Indemnified Party
      has
      paid or incurred Damages for which such Indemnified Party is entitled to
      indemnification pursuant to this Agreement, and specify in reasonable detail
      (and have annexed thereto all supporting documentation, including any
      correspondence in connection with any Claims by persons not party to this
      Agreement and paid invoices for claimed Damages) each individual item of Damages
      included in the amount so stated, the date such item was paid or incurred,
      the
      basis for any anticipated liability and the nature of the misrepresentation,
      breach of warranty, breach of covenant or claim to which each such item is
      related and the computation of the estimated amount to which such Indemnified
      Party claims to be entitled hereunder.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    Agreements
      to Indemnify.

     

    Subject
      to the terms and conditions of this Article VII, each of the Seller Parties,
      jointly and severally, covenants and agrees to indemnify, defend and hold
      harmless the Purchaser and its Affiliates (including any officer, director,
      shareholder, partner, member, employee, agent or Representative of any thereof)
      (each, a “Purchaser
      Indemnified Party”
and
      collectively, the “Purchaser
      Indemnified Parties”)
      from
      and against all assessments, losses, damages, liabilities, costs and expenses,
      including, but not limited to, interest, penalties, and reasonable fees and
      expenses of legal counsel (collectively, “Damages”),
      to
      the extent incurred by a Purchaser Indemnified Party as a result of or relating
      to:

     

    any
      breach of any representation or warranty of the Seller contained in Article
      V of
      this Agreement or in any Related Document to which the Seller is a
      party;

     

    any
      breach or nonfulfillment of any covenant or agreement of the Seller contained
      in
      this Agreement or in any Related Document to which the Seller is a
      party;

     

    the
      Excluded Liabilities; or

     

    any
      and
      all claims made by creditors of the Seller relating to the provisions of any
      “bulk sales” laws of any state or other jurisdiction that may be applicable to
      the transactions contemplated hereby.

     

    Subject
      to the terms and conditions of this Article VII, the Purchaser covenants and
      agrees to indemnify, defend and hold harmless the Seller and its Affiliates
      (including any successor or assigns, officer, director, shareholder, partner,
      member, employee, agent or Representative thereof) (each, a “Seller
      Indemnified Party”
and
      collectively, the “Seller
      Indemnified Parties”)
      from
      and against all Damages to the extent incurred by a Seller Indemnified Party
      as
      a result of or relating to:

     

    any
      breach of any representation or warranty of the Purchaser contained in Article
      VI of this Agreement or in any Related Document to which the Purchaser is a
      party;

     

    any
      breach or nonfulfillment of any covenant or agreement of the Purchaser contained
      in this Agreement or in any Related Document to which the Purchaser is a party;
      

     

    the
      Assumed Liabilities; or

     

    any
      breach or violation of the Maryland Security Guards Act (Title 19 of the
      Business Occupations and Professions Article of the Annotated Code of Maryland),
      or any related Federal statute or regulation, COMAR or other regulations
      promulgated by the State of Maryland or regulation of any
      local  jurisdiction in which Seller's license to operate a Security
      Guard firm (“Seller’s
      License”)
      is
      utilized by Purchaser, until such time as Purchaser obtains its own Security
      Guard license, whether on or after the Closing Date, at which time Purchaser
      hereby expressly agrees that it shall no longer use, or have any rights with
      respect to, Seller’s License.

     

    Conditions
      of Indemnification of Third-Party Claims.
      The
      obligations and liabilities of an Indemnitor under Section 7.03 hereof with
      respect to Damages resulting from any Claim by a Person not party to this
      Agreement (a “Third
      Party Claim”)
      shall
      be subject to the following terms and conditions:

     

    The
      Indemnified Party agrees to give the Indemnitor notice of a Third Party Claim
      in
      respect of which indemnity may be sought under Section 7.03 in accordance
      with the notice procedures set forth in Section 7.02 promptly after such
      Indemnified party learns of the Third Party Claim; provided,
      however,
      that
      failure to give such notice shall not affect the indemnification provided
      hereunder, except to the extent the Indemnitor shall have been actually
      prejudiced as a result of such failure. Thereafter, the Indemnified Party shall
      deliver to the Indemnitor, within ten (10) calendar days after the Indemnified
      Party’s receipt thereof, copies of all notices and documents (including court
      papers) received by the Indemnified Party relating to the Third Party Claim.
      If
      a Third Party Claim is made against an Indemnified Party, the Indemnitor will
      be
      entitled to participate in the defense thereof, and, subject to paragraph (c)
      of
      this Section 7.04, the Indemnitor may elect, by written notice to the
      Indemnified Party, to undertake the defense and/or settlement thereof with
      counsel reasonably approved by the Indemnified Party, at the sole cost and
      expense of the Indemnitor; provided,
      that
      should the Indemnitor so elect to undertake the defense of a Third Party Claim,
      the Indemnitor will not, as long as it conducts such defense, be liable to
      the
      Indemnified Party for legal expenses subsequently incurred by the Indemnified
      Party in connection with the defense thereof except as otherwise provided in
      paragraph (c) of this Section 7.04. If the Indemnitor chooses to defend any
      claim, the Indemnified Party shall cooperate in good faith with all reasonable
      requests of the Indemnitor and shall retain and make available to the Indemnitor
      any books, records or other documents within its control that are necessary
      or
      appropriate for such defense and make available its employees on a mutually
      convenient basis to provide additional information and explanation of any
      material provided hereunder.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that the Indemnitor, within thirty (30) days after receipt of an
      Indemnification Notice, does not so elect to defend such Third Party Claim,
      the
      Indemnified Party will have the right to undertake the defense of such Third
      Party Claim at the sole cost and expense of the Indemnitor.

     

    Anything
      in this Section 7.04 to the contrary notwithstanding, (i) if the Indemnitor
      assumes the defense of any Third Party Claim, any Indemnified Party shall be
      entitled to participate in the defense, compromise or settlement of such Third
      Party Claim with counsel of its own choice at its own expense; provided,
      however,
      that if
      representation by the Indemnitor’s counsel would present a conflict of interest,
      then such Indemnified Party shall be entitled to participate in the defense,
      compromise or settlement of such Third Party Claim with counsel of its own
      choice; provided,
      further,
      that
      Indemnitor shall reimburse the Indemnified Party for the expenses of such
      counsel if a court of competent jurisdiction determines that a conflict of
      interest existed, (ii) no Person that has undertaken to defend a Third Party
      Claim under Section 7.04(a) hereof shall, without written consent of all
      Indemnified Parties, settle or compromise any Third Party Claim or consent
      to
      entry of any judgment, whether for monetary, injunctive or other non-monetary
      relief which (A) does not include as an unconditional term thereof the general
      release by the claimant or the plaintiff of all Indemnified Parties from all
      liability arising from events which allegedly give rise to such Third Party
      Claim or (B) imposes any restrictions of any kind on the continuing operations
      of the Business. If the Indemnified Party shall in good faith determine that
      the
      conduct of the defense of any claim subject to indemnification hereunder or
      any
      proposed settlement of any such Third Party Claim by the Indemnitor might be
      expected to affect adversely the ability of the Indemnified Party to conduct
      its
      business, or that the Indemnified Party may have available to it one or more
      defenses or counterclaims that are inconsistent with one or more of those that
      may be available to the Indemnitor in respect of such Third Party Claim or
      any
      litigation relating thereto, the Indemnified Party shall have the right at
      all
      times to take over and assume control over the defense, settlement, negotiations
      or litigation relating to any such Third Party Claim at the sole cost of the
      Indemnitor; provided,
      however,
      that
      whether or not the Indemnitor or the Indemnified Party shall have control over
      the defense, settlement, negotiations or litigation relating to any such Third
      Party Claim, the Indemnified Party shall not admit any liability with respect
      to, or settle, compromise or discharge, such Third Party Claim without the
      Indemnitor’s prior written consent. Notwithstanding
      the foregoing, if a settlement offer is made by a third party claimant and
      such
      settlement offer (x) is solely for money damages, (y) includes
      as an
      unconditional term thereof the general release by the claimant or the plaintiff
      of all Indemnified Parties from all liability arising from events which
      allegedly give rise to such Third Party Claim and (z) does not impose any
      restrictions on the continuing operations of the Business, and
      the
      Indemnitor notifies in writing the Indemnified Party of the Indemnitor’s
      willingness to accept the settlement offer and, subject to the applicable
      limitations of this Article VII, pay the amount called for by such offer, and
      the Indemnified Party declines to accept such offer, the Indemnified Party
      may
      continue to contest such Third Party Claim, free of any participation by the
      Indemnitor, and the amount of any ultimate liability with respect to such Third
      Party Claim that the Indemnitor has an obligation to pay hereunder shall be
      limited to the lesser of (1) the amount of the settlement offer that the
      Indemnified Party declined to accept plus the other Damages of the Indemnified
      Party relating to such Third Party Claim prior to the date of its rejection
      of
      the settlement offer or (2) the aggregate Damages of the Indemnified Party
      with respect to such Third Party Claim.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Conditions
      of Indemnification of Non-Third-Party Claims.
      With
      respect to any Claim for indemnification hereunder which does not involve a
      third party Claim, the Indemnified Party will give the Indemnitor written notice
      of such Claim in accordance with Section 7.02. The Indemnitor may
      acknowledge and agree by notice to the Indemnified Party in writing to satisfy
      such Claim within forty-five (45) days of receipt of notice of such Claim from
      the Indemnified Party. If the Indemnitor shall dispute such Claim, the
      Indemnitor shall provide written notice of such dispute to the Indemnified
      Party
      within such 45-day period, setting forth in reasonable detail the basis of
      such
      dispute. Upon receipt of notice of any such dispute, the Indemnified Party
      and
      the Indemnitor shall use reasonable good faith efforts to resolve such dispute
      within forty-five (45) days of the date such notice of dispute is received.
      If
      the Indemnitor shall fail to provide written notice to the Indemnified Party
      within forty-five (45) days of receipt of notice from the Indemnified Party
      that
      the Indemnitor either acknowledges and agrees to pay such Claim or disputes
      such
      Claim, the Indemnitor shall be deemed to have acknowledged and agreed to pay
      such Claim in full and to have waived any right to dispute such Claim. If the
      Indemnified Party and the Indemnitor shall succeed in reaching agreement on
      their respective rights with respect to any of such claims, the Indemnified
      Party and the Indemnitor shall promptly prepare and sign a memorandum setting
      forth such agreement. Should the Indemnified Party and the Indemnitor be unable
      to agree as to any particular item or items or amount or amounts within such
      time period, then either the Indemnified Party or the Indemnitor Party shall
      submit such dispute to a court of competent jurisdiction as set forth in
      Section 8.05. Once (i) the Indemnitor has acknowledged and agreed to pay
      any claim pursuant to this Section 7.05, (ii) any dispute under this
      Section 7.05 has been resolved in favor of indemnification by mutual
      agreement of the Indemnitor and the Indemnified Party or (iii) any dispute
      under
      this Section 7.05 has been finally resolved in favor of indemnification by
      order of a court of competent jurisdiction having jurisdiction over such
      dispute, then the Indemnitor shall pay the amount of such Claim to the
      Indemnified Party within twenty (20) days after the date of acknowledgement
      by
      the Indemnitor or final resolution in favor of indemnification, as the case
      may
      be, to such account and in such manner as is designated in writing by the
      Indemnified Party.

     

    Limitations
      on Indemnification.
      Notwithstanding anything to the contrary provided elsewhere in this
      Agreement:

     

    Except
      for any claim resulting from Seller’s fraud, to which the following limitations
      shall not apply, the rights of the Purchaser Indemnified Parties to
      indemnification under Section 7.03(a)(i) shall be limited as
      follows:

     

    The
      amount of any Damages incurred by a Purchaser Indemnified Party shall be net
      of
      any (x) cash proceeds actually received by such Purchaser Indemnified Party
      under such Party’s insurance policies (less deductibles or increased premiums)
      in respect of such Damages and (y) the net amount of any income Tax benefits
      actually realized by such Purchaser Indemnified Party by reason of such Damages
      during the taxable period in which such Damages occurred. 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    In
      any
      event, the maximum amount for which the Seller Parties shall be liable in the
      aggregate shall not exceed the Purchase Price. 

     

    Except
      for any claim resulting from Purchaser’s fraud, to which the following
      limitations shall not apply, the rights of the Seller Indemnified Parties to
      indemnification under Section 7.03(b) shall be limited as
      follows:

     

    The
      amount of any Damages incurred by a Seller Indemnified Party shall be net of
      any
      (x) cash proceeds actually received by such Seller Indemnified Party under
      such
      Party’s insurance policies (less deductibles or increased premiums) in respect
      of such Damages and (y) the net amount of any income Tax benefits realized
      by
      such Seller Indemnified Party by reason of such Damages during the taxable
      period in which such Damages occurred.

     

    In
      any
      event, the maximum amount for which the Purchaser shall be liable in the
      aggregate shall not exceed the Purchase Price.

     

    Treatment
      of Indemnification Payments.
      All
      indemnification payments made under this Agreement shall be treated by the
      Parties as an adjustment to the Purchase Price. If, notwithstanding such
      treatment by the Parties, any indemnity payment is determined to be taxable
      income rather than an adjustment to Purchase Price by any Governmental
      Authority, then the Indemnitor shall indemnify the Indemnified Party for any
      Taxes payable by the Indemnified Party by reason of the receipt of such
      indemnity payment (including payments under this Section 7.07), determined
      at an assumed marginal tax rate equal to the highest marginal tax rate then
      in
      effect for corporate taxpayers in the relevant jurisdiction.

     

    Termination,
      etc.

     

    The
      indemnities provided in this Agreement shall survive the Closing as set forth
      herein and subject to Section 7.01 of this Agreement. After the Closing,
      the indemnities provided in Section 7.03(a) and 7.03(b) shall be the sole
      and exclusive remedy at law or in equity for any breach of a representation,
      warranty, covenant or agreement or other claim arising out of this Agreement
      or
      the transactions contemplated hereby other than for fraud.

     

    The
      Indemnified Party shall take and shall cause its Affiliates to take all
      commercially reasonable steps to mitigate any Damages upon becoming aware of
      any
      event which would reasonably be expected to, or does, give rise thereto;
provided,
      however,
      that
      the failure to take such steps shall not affect such Indemnified Party’s rights
      to indemnification hereunder. 

     

    Subject
      to the reasonable consent of the Indemnitor (which may be withheld if such
      subrogation right would, in the reasonable judgment of the Indemnitor, adversely
      affect the Indemnitor’s business), upon making any indemnification payment, the
      Indemnitor will, to the extent of such payment, be subrogated to all rights
      of
      the Indemnified Party against any third party in respect of the Damages to
      which
      the payment relates. Without limiting any other provision hereof, each such
      Indemnified Party and Indemnitor will duly execute upon request all instruments
      reasonably necessary to evidence and perfect the above-described subrogation
      rights.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Except
      as
      set forth in Section 2.08, neither the Seller nor the Purchaser shall have
      any right to set-off any Damages against any payments to be made by such Party
      or Parties pursuant to this Agreement or any other agreement between the
      Parties.

     

    MISCELLANEOUS
      PROVISIONS

     

    Expenses.
      Except
      as otherwise provided herein, the Seller shall pay all expenses incurred by
      or
      on behalf of the Seller, and the Purchaser shall pay all expenses incurred
      by or
      on behalf of the Purchaser, in each case in connection with this Agreement
      or
      any transaction contemplated by this Agreement, including, but not limited
      to,
      all fees of their respective legal counsel and accountants.

     

    Notices.
      All
      notices, requests, claims, demands, consents or waivers and other communications
      required or permitted hereunder shall be in writing and shall be delivered
      personally, by telecopy (which is confirmed as provided below) or by nationally
      recognized overnight courier (providing proof of delivery):

     

    If
      to the
      Seller or any of the Seller Parties, to:

     

    Expert
      Security Services, Inc.

    1100
      Wicomico Street, Ste 545

    Baltimore,
      MD 21230

    Attention:
      Andrew Maggio

    Telephone:
      (410) 796-0871 

    Email:
      amaggio@essinv.com

    


    with
      a copy to:

    


    Jeffrey
      L. Forman

    Kauffman
      and Forman, P.A.

    406
      W.
      Pennsylvania Avenue

    Towson,
      Maryland  21204

    Telephone:
      (410) 823-5700

    Email:
      forman@comcast.net 

    


    If
      to the
      Purchaser, to:

     

    Command
      Security Corp.

    P.O.
      Box
      340

    1133
      Route 55, Suite D

    Lagrangeville,
      New York 12540

    Attention:
      Barry Regenstein, President

    Telephone:
      (845) 454-3703 x 46

    Email:
      BRegenstein@commandsecurity.com

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    with
      a copy to:

    


    Dewey
      & LeBoeuf LLP

    1301
      Avenue of the Americas

    New
      York,
      New York 10019

    Attention:
      Andrew Hulsh, Esq.

    Telephone:
      (212) 259-8284

    Email:
      ahulsh@dl.com

    


    or,
      in
      each case, to such other person or address as any Party shall furnish to the
      other Parties in writing. Notice given by personal delivery or overnight courier
      shall be effective upon actual receipt. Notice given by telecopy shall be
      confirmed by appropriate answer back and shall be effective upon actual receipt
      if received during the recipient’s normal business hours, or at the beginning of
      the recipient’s next business day if not received during the recipient’s normal
      business hours.

     

    Binding;
      No Assignment.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the Parties and their respective successors and permitted
      assigns, but neither this Agreement nor any of the rights, interests or
      obligations hereunder may be assigned by the any of the Seller Parties without
      the prior written consent of the Purchaser; provided,
      that no
      such assignment shall release any of the Seller Parties from their respective
      duties and obligations hereunder and prior written notice of any such assignment
      shall be provided to the Purchaser. The Purchaser may assign all or part of
      this
      Agreement and its rights and benefits hereunder to a Purchaser Affiliate;
provided,
      that no
      such assignment shall release the Purchaser from its duties and obligations
      hereunder and prior written notice of any such assignment shall be provided
      to
      the Seller.

     

    Severability.
      If in
      any jurisdiction, any provision of this Agreement or its application to any
      Party or circumstance is restricted, prohibited or unenforceable, such provision
      shall, as to such jurisdiction, be ineffective only to the extent of such
      restriction, prohibition or unenforceability without invalidating the remaining
      provisions hereof and without affecting the validity or enforceability of such
      provision in any other jurisdiction or its application to other Parties or
      circumstances. In addition, if any one or more of the provisions contained
      in
      this Agreement shall for any reason in any jurisdiction be held to be
      excessively broad as to time, duration, geographical scope, activity or subject,
      it shall be construed by limiting and reducing it, so as to be enforceable
      to
      the extent compatible with the applicable law of such jurisdiction as it shall
      then appear.

     

    Governing
      Law; Consent to Jurisdiction and Venue.

     

    The
      Parties acknowledge and agree that this Agreement shall be governed by the
      laws
      of the State of New York as to all matters including matters of validity,
      construction, effect, performance and liability, without consideration of
      conflicts of laws provisions contained therein, and the courts of the State
      of
      New York have exclusive jurisdiction of all disputes with respect to an alleged
      breach of any representation, warranty, agreement or covenant of this Agreement,
      including any dispute relating to the construction or interpretation of the
      rights and obligations of any Party, which is not resolved through discussion
      between the Parties.

     

    Each
      of
      the Parties hereby irrevocably and unconditionally submits to the exclusive
      jurisdiction of any New York State or Federal court sitting in New York County
      in any action or proceeding arising out of or relating to this Agreement, any
      Related Document or any transaction contemplated in this Agreement. Each of
      the
      Parties hereby irrevocably waives, to the fullest extent it may effectively
      do
      so, the defense of an inconvenient forum to the maintenance of such action
      or
      proceeding. Each of the Parties also irrevocably and unconditionally consents
      to
      the service of any and all process in any such action or proceeding by the
      mailing of copies of such process by certified mail to such Party and its
      counsel at their respective addresses specified in Section 8.02. Each of
      the Parties further irrevocably and unconditionally agrees that a final judgment
      in any such action or proceeding (after exhaustion of all appeals or expiration
      of the time for appeal) shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by
      law.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    Counterparts.
      This
      Agreement may be executed simultaneously in counterparts, each of which shall
      be
      deemed an original, but both of which together shall constitute one and the
      same
      instrument.

     

    Headings.
      The
      title of this Agreement and the headings of the Sections and Articles of this
      Agreement are for reference purposes only and shall not be used in construing
      or
      interpreting this Agreement.

     

    Entire
      Agreement; Amendment; Waiver.
      This
      Agreement and the Related Documents delivered pursuant to the terms hereof
      set
      forth the entire agreement and understanding of the Parties in respect of the
      subject matter hereof, and supersede all prior agreements, promises, covenants,
      arrangements, representations or warranties, whether oral or written, by any
      Party or any officer, director, employee or Representative of any Party. No
      modification or waiver of any provision of this Agreement shall be valid unless
      it is in writing and signed by the Party to be charged therewith. The waiver
      of
      breach of any term or condition of this Agreement shall not be deemed to
      constitute a waiver of any other breach of the same or any other term or
      condition.

     

    Third
      Parties.
      Except
      as otherwise provided in Article VII, nothing herein expressed or implied is
      intended or shall be construed to confer upon or give to any person or
      corporation other than the Parties and their respective successors or assigns
      any rights or remedies under or by reason of this Agreement.

     

    Publicity.
      From
      and after the date hereof, except as otherwise required by law or the rules
      of
      the American Stock Exchange (upon which the equity of the Purchaser is currently
      being traded), neither the Seller nor the Purchaser shall make any announcement,
      issue any press release or disseminate information to the press or any third
      party regarding this Agreement or the transactions contemplated by this
      Agreement without the prior written consent of the other Parties.

     

    No
      Presumption.
      The
      Seller and the Purchaser has each participated in the negotiation and drafting
      of this Agreement and has each been represented throughout to its satisfaction
      by legal counsel of its choosing. In the event any 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.

     

    Gender;
      Tense, Etc.
      Where
      the context or construction requires, all words applied in the plural shall
      be
      deemed to have been used in the singular, and vice versa; the masculine shall
      include the feminine and neuter, and vice versa; and the present tense shall
      include the past and future tense, and vice versa.

     

    Reference
      to Days.
      All
      references to days in this Agreement shall be deemed to refer to calendar days,
      unless otherwise specified.

     

    Waiver
      of Jury Trial.

     

    TO
      THE
      EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY
      WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT
      OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY CIVIL ACTION IN ANY FORUM
      IN
      RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT,
      TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR
      BASED
      UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH
      OR
      RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    [Remainder
      of Page Intentionally Left Blank; Signature Page Follows.]

     

    
      
        
        

      

      
        38

        
          

        

      

       

    

     

    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
      and
      delivered, all on the date first above written.

     

    
      	 	 	 
	 	
              PURCHASER:

            
	 	 
	 	
              COMMAND
                SECURITY CORP. 

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
               

              Name: 

            	
              

              Barry
                I. Regenstein

            
	 	Title:	
              President

            
	 	 	 
	 	 
	 	
              SELLER:

            
	 	 	 
	 	
              EXPERT
                SECURITY SERVICES, INC.

            
	 	 	 
	 	By:	 
	 	Name:	
              
                

              

               

            
	 	Title:	 


    

     

    
      
        
        

      

      
        39

        
          

        

      

       

    


    EXHIBIT
      A

     

    ASSIGNMENT
      AND ASSUMPTION AGREEMENT

     

    ASSIGNMENT
      AND ASSUMPTION AGREEMENT,
      dated
      as of January 1, 2008 (the “Agreement”),
      by
      and between Command Security Corporation, a New York corporation (“Assignee”),
      and
      Expert Security Services, Inc., a Maryland corporation (“Assignor”).
      Capitalized terms used but not defined herein shall have the meaning given
      to
      such terms in the Purchase Agreement (as defined below).

     

    WHEREAS,
      Purchaser, Seller and the shareholders of Seller are parties to that certain
      Asset Purchase Agreement (the “Purchase
      Agreement”),
      dated
      as of January 1, 2008, pursuant to which, among other things, Purchaser will
      purchase from Seller the Acquired Assets;

     

    WHEREAS,
      Assignor wishes to assign all of its rights in and to the Acquired Assets to
      Assignee and Assignee wishes to assume all of Assumed Liabilities. 

     

    NOW,
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and for the mutual agreements herein contained, the parties hereto
      agree as follows:

     

    1. Assignment
      and Assumption.
      Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s
      right, title and interest in and to the Acquired Assets and Assignee hereby
      accepts such assignment and assumes all of the Assumed Liabilities in all
      respects.

     

    2. Miscellaneous
      Provisions.
      Article
      VIII of the Purchase Agreement is hereby incorporated herein by reference,
      as if
      set forth herein in full

     

    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
      and
      delivered, all on the date first above written.

     

    
      	 	 	 
	 	
              ASSIGNEE:

            
	 	 
	 	
              COMMAND
                SECURITY CORPORATION 

            
	 
 	 
 	 
	
            	By:  	
            
	 	
              Name: 

            	
              
                

              

              Barry I. Regenstein

            
	 	Title:	President


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    
      	 	 	 
	 	
              ASSIGNOR:

            
	 	 
	 	
              EXPERT
                SECURITY SERVICES, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
               

              Name:

            	
              
 
	 	
              Title: 

            	 


    

     

    [REMAINDER
      OF PAGE LEFT BLANK INTENTIONALLY]

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    NEITHER
      THIS OPTION (THE "OPTION")
      NOR THE SHARES OF COMMON STOCK OR OTHER SECURITIES RECEIVABLE UPON THE EXERCISE
      HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "ACT")
      OR ANY APPLICABLE STATE SECURITIES LAWS. THIS OPTION AND THE SHARES OF COMMON
      STOCK OR OTHER SECURITIES RECEIVABLE UPON THE EXERCISE HEREOF MAY NOT BE
      OFFERED, SOLD, ASSIGNED, TRANSFERRED OR HYPOTHECATED, EXCEPT IN COMPLIANCE
      WITH
      THE ACT, THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE
      LAWS.

    


    Registered
      Holder: ANDREW
      D. MAGGIO

    


    Certificate
      Number:  A7

    


    Date
      of Issuance: JANUARY
      1, 2008

     

    COMMAND
      SECURITY CORPORATION

    


    COMMON
      STOCK OPTION

    


    This
      certifies that the Registered Holder is entitled to purchase from Command
      Security Corporation, a New York corporation (the "Company"),
      subject to the occurrence of certain specified time vesting criteria, at any
      time commencing from the Date of Issuance and ending at 11:59 p.m., New York
      City time, on the tenth (10th)
      anniversary date of the Date of Issuance hereof, at the purchase price per
      share
      (the "Exercise
      Price")
      of
      THREE DOLLARS AND THIRTY-FIVE CENTS ($3.35), an aggregate of twenty-five
      thousand (25,000) shares (the “Shares”)
      of
      Common Stock, $.0001 par value, of the Company; provided that this Option shall
      be exercisable only with respect to “Earned Options” as set forth in the
      schedule contained in Section 2 of this Option. The number of Shares purchasable
      upon exercise of this Option and the Exercise Price shall be subject to
      adjustment from time to time as set forth herein.

    


    This
      Option may be exercised in whole or in part by presentation of this Option
      with
      the Exercise Agreement, a form of which is attached hereto as Exhibit I (the
      "Exercise
      Agreement"),
      duly
      executed and simultaneous payment of the Exercise Price (subject to any
      adjustment) at the principal office of the Company. Payment of such price shall
      be made at the option of the Holder hereof in cash or by certified check or
      bank
      cashier's check.

    


    This
      Option is subject to the terms and conditions of the Company's 2005 Stock
      Incentive Plan (the "Plan"),
      the
      terms of which are hereby incorporated herein by reference. Terms used herein
      and not otherwise defined shall have the meanings as set forth in the Plan.
      In
      the event of any conflict between the terms of this Option and those contained
      in the Plan, the terms of the Plan shall determine the outcome of such conflict
      and shall prevail. This Option is a Non-Qualified Stock Option as determined
      under the Plan.

    


    This
      Option is subject to the following provisions:

    


    Section
      1. Certain
      Definitions.
      When
      used in this Option, the following terms, when capitalized, shall have the
      meanings set forth below. Certain other terms are defined in the text of this
      Option.

    


    1.1. "Act"
      means
      the Securities Act of 1933, as amended, and any successor law or statute
      thereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2. "Common
      Stock"
      means
      the Company's Common Stock, par value $.0001 per share.

    


    1.3. "Company"
      means
      Command Security Corporation, a New York corporation, and any other corporation
      or any other entity which shall succeed to or assume the obligations of the
      Company.

    


    1.4 “Conversion
      Shares”
means
      the Shares of Common Stock that have been purchased upon the exercise of this
      Option.

    


    1.5. "Date
      of Issuance"
      is the
      date set forth on the first page of this Option.

    


    1.6. "Earned
      Options"
      means
      that portion of the Option Grant that has been earned as a result of the passage
      of time as set forth in Section 2 hereto.

    


    1.7. "Registered
      Holder”
or
      "Holder"
      means
      the person whom this Option was originally issued.

    


    1.8. "Option
      Grant"
      means
      the total number of Options granted to the Holder which are each convertible
      into shares of Common Stock upon the attainment of specified vesting criteria
      set forth herein.

    


    Section
      2. Vesting
      Criteria.

    


    2.1. This
      Option, and the Shares of Common Stock that may be purchased hereunder, shall
      vest with respect to one-twelfth (1/12) of the aggregate number of Shares on
      the
      Date of Issuance and on the same date of each succeeding month (and the balance,
      if any of the Shares that is subject to this Option may be purchased in the
      12th
      month
      from the Date of Issuance), so long as the Holder is still an employee of the
      Company on such date. The portion of this Option that shall have so vested
      and
      become exercisable is referred to herein as the “Earned
      Option.”

     

    2.2. Notwithstanding
      the foregoing, upon a Change of Control of the Company occurring during the
      Holder’s employment by the Company or during a period of 30 days thereafter,
      this entire Option shall vest and become exercisable. For purposes of this
      Agreement, a "Change
      in Control"
      shall
      mean:

    


    (i) The
      acquisition (other than by or from the Company), at any time after the date
      hereof, by any person, entity or "group", within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the
      "Exchange
      Act"),
      of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under
      the Exchange Act) of 20% or more of either the then outstanding shares of common
      stock or the combined voting power of the Company's then outstanding voting
      securities entitled to vote generally in the election of directors (together
      with such common stock, "Voting
      Securities");
      or

    


    (ii) If
      the
      six members who comprise the Company’s Board of Directors on the Issuance Date
      cease for any reason to comprise a majority of the members of the Board;
      or

    


    (iii) Approval
      by the shareholders of the Company of (x) a reorganization, merger or
      consolidation with respect to which persons who were the shareholders of the
      Company immediately prior to such reorganization, merger or consolidation do
      not, immediately thereafter, own more than 50% of the combined voting power
      entitled to vote generally in the election of directors of the reorganized,
      merged or consolidated company's then outstanding voting securities, (y) a
      liquidation or dissolution of the Company or (z) the sale of all or
      substantially all of the assets of the Company, unless the approved
      reorganization, merger, consolidation, liquidation, dissolution or sale is
      subsequently abandoned.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      3. Adjustments.

    


    In
      order
      to prevent dilution of the rights granted under this Option, the Exercise Price
      and the number of shares of other securities to be received upon the exercise
      hereof shall be adjusted as set forth in the Plan. 

    


    Section
      4. Exercise
      of Option.
      Upon
      any partial exercise of this Option, there shall be countersigned and issued
      to
      the Holder hereof a new Option in respect of the Shares as to which this Option
      shall not have been exercised. This Option may be exchanged at the principal
      office of the Company by surrender of this Option properly endorsed either
      separately or in combination with one or more other Options for one or more
      new
      Options of the same aggregate number of shares of Common Stock evidenced by
      the
      Option or Options exchanged. No fractional Shares will be issued upon the
      exercise of rights to purchase hereunder, but the Company shall pay the cash
      value of any fraction of a Share upon the exercise of this Option. 

    


    Section
      5. Registered
      Holder Termination.
      In the
      event of the voluntary or involuntary termination (including by reason of death)
      of employment of the original Registered Holder of the Option for any reason
      whatsoever, all Options which have not vested pursuant to Sections 2.1 or 2.2
      hereof shall expire and become void and shall no longer be exercisable, and
      all
      Shares of Common Stock received upon the exercise of this Option that are held
      by the Holder on the date immediately preceding such Termination shall be
      subject to the repurchase provisions of Section 11 hereof.

    


    Section
      6. No
      Voting Rights.
      This
      Option will not entitle the Holder hereof to any voting rights or other rights
      as a stockholder of the Company.

    


    Section
      7. Section
      83(b) Election.
      If as a
      result of exercising all or any part of this Option, the Holder receives shares
      that are subject to a "substantial risk of forfeiture" and are not
      "transferable" as those terms are defined for purposes of Section 83(a) of
      the
      Internal Revenue Code, then such Holder may elect under Section 83(b) of the
      Internal Revenue Code to include in the Holder's gross income, for the Holder's
      taxable year in which the shares are transferred to the Holder, the excess
      of
      the fair market value of such shares at the time of transfer (determined without
      regard to any restriction other than one that by its terms will never lapse),
      over the amount paid for the shares. If the Holder makes the Section 83(b)
      election described above, the Holder shall (i) make such election in a manner
      that is satisfactory to the Committee, (ii) provide the Company with a copy
      of
      such election, (iii) agree to promptly notify the Company if any Internal
      Revenue Service or state tax agent, on audit or otherwise, questions the
      validity or correctness of such election or of the amount of income reportable
      on account of such election, and (iv) agree to such tax withholding as the
      Company may reasonably require in its sole and absolute discretion.

    


    Section
      8. No
      Right to Employment.
      This
      Option shall not confer upon the Holder any right to employment.

    


    Section
      9. Compliance
      with the Act; Transferability.

    


    9.1. Compliance
      with the Act.
      The
      Holder acknowledges that neither this Option nor the shares of Common Stock
      issuable upon exercise of this Option have been registered under the Act or
      the
      securities laws of any state and agrees that this Option and all shares
      purchased upon exercise hereof shall be disposed of only in accordance with
      the
      Act and the rules and regulations of the Securities and Exchange Commission
      promulgated thereunder and applicable state securities laws. Except as provided
      herein, the Holder further agrees not to offer, sell, transfer or otherwise
      dispose of this Option or any shares issuable upon exercise of this Option
      to
      any other person unless a registration statement covering the sale, transfer
      or
      other disposition shall then be effective under the Act and except in compliance
      with any applicable state securities laws, or there shall have been delivered
      to
      the Company an opinion of counsel reasonably acceptable to the Company to the
      effect that such offer, sale, transfer or other disposition may be effected
      without compliance with the registration and prospectus delivery requirements
      of
      the Act and any applicable state securities laws. Each certificate evidencing
      shares purchased upon exercise of this Option shall bear a legend to the
      foregoing effect, and the Holder and any other Person to whom a certificate
      for
      shares or a new warrant is to be delivered shall be required, at or before
      receipt of such certificate or warrant, to execute and deliver to the Company
      a
      letter to the effect that it is acquiring the shares evidenced by such
      certificate or such warrant for its own account and not with a view to, or
      for
      resale in connection with, any distribution thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.2. Transferability
      of Options.
      This
      Option shall be transferable only on the books of the Company maintained at
      the
      principal office of the Company. The transferability of the Option is limited
      to
      the Holder's estate or family trust for which the Holder is a
      trustee.

    


    Section
      10. Notice
      of Certain Events.

    


    10.1. Adjustment
      of Exercise Price.
      Immediately upon any adjustment of the Exercise Price, the Company will give
      written notice thereof to the Holder.

    


    10.2. Dividend
      Distributions, etc.
      The
      Company will give written notice to the Holder at least ten calendar days prior
      to the date on which the Company closes its books or takes a record (i) with
      respect to any dividend or distribution upon the Common Stock, and (ii) with
      respect to any pro rata subscription offer to holders of Common Stock (although
      the Company shall have no obligation to cause to occur any of the events set
      forth in the foregoing subparagraphs (i) or (ii)).

    


    10.3. Other
      Events.
      The
      Company will give written notice to the Holder at least ten (10) calendar days
      prior to the date on which any dissolution, liquidation, capital reorganization,
      reclassification, consolidation or merger (in which the Company is not the
      surviving corporation) or sale of all or substantially all of the Company's
      assets will take place.

    


    Section
      11. Company
      Repurchase Rights.

    


    (a) In
      the
      event a Holder ceases to be employed by the Company or its subsidiaries (the
      "Termination"),
      the
      Earned Option granted to such Holder and the Shares of Common Stock (or other
      securities received upon exercise of this Option received upon the exercise
      of
      Earned Options (whether held by the Holder or otherwise) shall be subject to
      repurchase by the Company on or after the Holder's Termination date pursuant
      to
      the terms and conditions set forth in this Section 11 (the "Repurchase
      Option").
      The
      Company shall have the right, but not the obligation, to purchase all, but
      not
      less than all, the Earned Option granted or issued to the Holder for the Option
      Repurchase Price (as defined below) multiplied by the number of Shares of Common
      Stock represented by the Option(s) to be repurchased. The Company shall
      concurrently therewith also have the right, but not the obligation, to purchase
      all, but not less than all, of the Conversion Shares for the Stock Repurchase
      Price (as defined below) multiplied by the number of Conversion Shares to be
      repurchased.

    


    (b) When
      and
      as permitted under paragraph (a) above, the Company may elect to purchase all
      of
      the Earned Options and Conversion Shares by delivering written notice (the
      "Repurchase
      Notice")
      to the
      Holder. The Repurchase Notice will set forth the number of Options and the
      Conversion Shares to be acquired from such Holder, the aggregate consideration
      to be paid for such securities and the time and place for the closing of the
      transaction.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) The
      closing of the purchase of the Options and Conversion Shares pursuant to the
      Repurchase Option shall take place on the date designated by the Company in
      the
      Repurchase Notice, which date shall not be more than forty-five (45) days nor
      less than two (2) business days after the delivery of the Repurchase Notice.
      The
      Company will pay for the Earned Option and Conversion Shares to be purchased
      pursuant to the Repurchase Option by delivery of (i) a check or wire transfer
      of
      funds, (ii) a subordinated promissory note payable prior to the six (6) month
      anniversary of the closing of such purchase and bearing interest (payable
      quarterly) at a rate per annum equal to the prime rate of interest as announced
      by Citibank, N.A. plus 1% or (iii) both (i) and (ii), in the aggregate amount
      of
      the Option Repurchase Price and/or Stock Repurchase Price for such Earned Option
      or Conversion Shares. Any promissory note issued by the Company pursuant to
      this
      Section 11(c) shall be subject to any restrictive covenants under any credit
      agreements to which the Company is subject at the time of such purchase. The
      Company will be entitled to receive customary representations and warranties
      as
      to title from the sellers regarding such sale and to require all sellers'
      signatures be guaranteed. The Company may elect to assign its right to purchase
      hereunder to the shareholders of the Company (which right to purchase shall
      be
      distributed pro rata
      to all
      shareholders (other than the Holder), based upon the number of votes held by
      such shareholders). The other shareholders (other than the Holder) shall have
      the same rights and shall be subject to the same obligations as the Company
      to
      purchase the Earned Option or the Conversion Shares pursuant to the Repurchase
      Notice.

    


    (d) The
      Option Repurchase Price and the Stock Repurchase Price shall be equal to the
      fair market value of the Earned Options or Conversion Shares, as the case may
      be, as determined by the Company’s Board of Directors in its sole and absolute
      discretion.

    


    Section
      12. Supplements
      and Amendments.
      The
      Board of Directors of Company may from time to time supplement or amend this
      Option in order to cure any ambiguity or to correct or supplement any provision
      contained herein which may be defective or inconsistent with the Company's
      policies or operations.

    


    Section
      13. Notices.
      Except
      as otherwise expressly provided herein, all notices referred to in this Option
      will be in writing and will be delivered personally, mailed by registered or
      certified first class mail, return receipt requested, postage prepaid or
      transmitted by telegram, telecopy or telex, and will be deemed to have been
      given when so delivered, mailed or transmitted (a) to the Company, at its
      principal executive offices and (b) to the Holder of this Option, at such
      Holder's address as it appears in the records of the Company.

    


    Section
      14. Other.
      The
      Holder hereof may be treated by the Company and all other persons dealing with
      this Option as the absolute owner hereof for any purpose and as the person
      entitled to exercise the rights represented hereby, or to the transfer hereof
      on
      the books of the Company any notice to the contrary notwithstanding, and until
      such transfer on such books, the Company may treat the Holder hereof as the
      owner for all purposes.

    


    Section
      15. Law
      Governing.
      This
      Agreement shall be construed in accordance with and governed by the internal
      laws of the State of New York.

    


    Section
      16. Interpretation.
      The
      Holder accepts this Option subject to all the terms and provisions of the Plan
      and this Agreement. The undersigned Holder hereby accepts as binding, conclusive
      and final all decisions or interpretations of the Company’s Board of Directors
      upon any questions arising under the Plan and this Agreement.

    


    *
      * *
      *


    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Option to be signed and attested
      by
      its duly authorized officers under its corporate seal and to be dated the Date
      of Issuance hereof. 

     

    
      	 	 	 
	 	
              COMMAND
                SECURITY CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            



      	 	 	 
	 	
              OPTIONEE:

            
	 	
            
	 	 
	 	
              

              Andrew
                D. Maggio

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      I

     

    
      
        

      



    COMMON
      STOCK OPTION

    


    EXERCISE
      AGREEMENT

     

    
      	
              TO:
                _____________________________

            	
              DATED:
                _______________

            


    

     

    The
      undersigned, pursuant to the provisions set forth in the attached Option
      (Certificate No. __________), hereby agrees to subscribe for the purchase of
      ________ shares of the Common Stock covered by such Option and makes payment
      herewith in full therefor at the price per share provided by such
      Option.

    


    
      	 	 	 
	
            	By:  	
            
	 	
               

              Name:

            	
              

            
	 	
               

              Address:

            	
              
 
	 	 	
              

            
	 	
              

            


    

     

    Witness:
      _______________________________

    


    Name:
      _______________________________

     

    Address:
      _______________________________

                    
      

                    
      _______________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

    
       

    

    EXHIBIT
      C

     

    ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT (this “Agreement”)
      is
      made as of January 1, 2008, by and among (i) Expert Security Services, Inc.,
      a
      Maryland corporation (the “Seller”),
      (ii)
      Command Security Corporation, a New York corporation (“Purchaser”)
      and
      (iii) Deutsche Bank, as Escrow Agent (the “Escrow
      Agent”).
      Capitalized terms used but not defined herein shall have the meaning given
      to
      such terms in the Purchase Agreement (as defined below).

     

    WHEREAS,
      Purchaser, Seller and the shareholders of Seller (each, a “Stockholder”
and
      collectively, the “Stockholders”)
      are
      parties to that certain Asset Purchase Agreement (the “Purchase
      Agreement”),
      dated
      as of January 1, 2008, pursuant to which, among other things, Purchaser will
      purchase from Seller the Acquired Assets;

     

    WHEREAS,
      the
      Purchase Agreement provides, among other things, that certain funds shall be
      delivered by Purchaser to be held in escrow subject to the terms and conditions
      of this Agreement; and

     

    WHEREAS,
      the
      Escrow Agent is willing to maintain the assets held in escrow and distribute
      them to the parties in accordance with the terms hereof;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants of the parties as hereinafter set forth
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto hereby agree as
      follows:

     

    1. Receipt
      of Escrow Deposit.
      Pursuant to Section
      2.05
      of the
      Purchase Agreement, at the Closing Purchaser shall deliver to the Escrow Agent
      by wire transfer of immediately available funds an aggregate sum of $81,970
      (the
“Escrow
      Amount”).
      The
      Escrow Amount, together with all gains, interest and other earnings realized
      with respect thereto (“Escrow
      Income”),
      and
      as subsequently adjusted as provided herein, shall be referred to herein as
      the
“Escrow
      Account.”
The
      Escrow Agent agrees to hold the Escrow Account, in a separate and distinct
      custodial arrangement, for the benefit of Purchaser and Seller in accordance
      with the terms and conditions of this Agreement. The Escrow Account shall be
      maintained by the Escrow Agent as part of a single investment account. The
      Escrow Agent shall not distribute or release all or any portion of the Escrow
      Account, except in accordance with the express terms and conditions of this
      Agreement.

     

    2. Permitted
      Investments.

     

    (a) In
      accordance with the written instructions of Purchaser, the Escrow Agent shall
      invest the Escrow Amount in investments that shall be limited to: (i) treasury
      bills, treasury notes or any other direct obligations issued by or guaranteed
      in
      full as to principal and interest by the United States of America, (ii) accounts
      of, and certificates of deposit issued by, the Escrow Agent (or any of its
      Affiliates) or any other commercial bank having capital, surplus and undivided
      profits of not less than $100,000,000.00 and having a rating of Baa-2 or better
      by Moody’s, or the equivalent, (iii) commercial paper rated no lower than “P-1”
by Moody’s, or the equivalent, (iv) money market accounts and money market
      mutual funds whose investments are substantially as described in clauses (i)
      through (iii), and (v) such other investments as may be set forth in any written
      agreement of Purchaser and Seller (the “Permitted
      Investments”).
      In
      the event that the Escrow Agent does not receive written direction to invest
      funds held in the Escrow Account, the Escrow Agent shall invest and reinvest
      such funds in a money market deposit account offered by the Escrow Agent in
      connection with its escrow-related services generally. None of the parties
      hereto shall be liable or responsible in any manner for any loss or depreciation
      resulting from any such Permitted Investment or any liquidation thereof, or
      for
      any costs in connection therewith, and all of said losses and costs shall be
      borne by the Escrow Account.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (b) The
      parties recognize and agree that the Escrow Agent will not provide supervision,
      recommendations or advice relating to either the investment of moneys held
      in
      the Escrow Account or the purchase, sale, retention or other disposition of
      any
      Permitted Investment.

     

    (c) Interest
      and other earnings on Permitted Investments shall be added to the Escrow
      Account. Any loss or expense incurred as a result of an investment will be
      borne
      by the Escrow Account.

     

    (d) The
      Escrow Agent is hereby authorized to execute purchases and sales of Permitted
      Investments through the facilities of its own trading or capital markets
      operations or those of any affiliated entity. The Escrow Agent shall send
      statements to Purchaser and Seller on a monthly basis reflecting activity in
      the
      Escrow Account for the preceding month. Although Purchaser and Seller each
      recognize that it may obtain a broker confirmation or written statement
      containing comparable information at no additional cost, Purchaser and Seller
      hereby agree that confirmations of Permitted Investments are not required to
      be
      issued by the Escrow Agent for each month in which a monthly statement is
      rendered. No statement need be rendered for the Escrow Account if no activity
      occurred for such month.

     

    (e) Purchaser
      and Seller each acknowledge and agree that the delivery of the escrowed property
      is subject to the sale and final settlement of Permitted Investments. Proceeds
      of a sale of Permitted Investments will be delivered on the business day on
      which the appropriate instructions are delivered to the Escrow Agent if received
      prior to the deadline for same day sale of such Permitted Investments. If such
      instructions are received after the applicable deadline, proceeds will be
      delivered on the next succeeding business day.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3. Claims
      and Escrow Account.
      The
      purpose of the escrow established hereunder is to provide a source of funds
      for
      the payment of certain amounts to which (i) Purchaser may become entitled under
      Article
      VII
      of the
      Purchase Agreement, and (ii) Purchaser or Seller may become entitled under
      Section
      2.07
      of the
      Purchase Agreement. The procedures for payments to be made pursuant to such
      sections of the Purchase Agreement are set forth in Section 4
      below.

     

    4. Payments
      from the Escrow Account.

     

    (a) If,
      from
      time to time, (i) Purchaser determines that it is entitled to payment pursuant
      to Section
      7.03(a) or Section 7.04
      of the
      Purchase Agreement (an “Indemnity
      Claim”),
      Purchaser may request payment from the Escrow Account by giving written notice
      to the Escrow Agent and Seller (in each case in accordance with the provisions
      of Section
      8
      below)
      of such Indemnity Claim (any written notice of an Indemnity Claim being referred
      to as an “Indemnity
      Claim Notice”).
      Each
      Indemnity Claim Notice shall clearly state that a Purchaser Indemnified Party
      has paid or incurred Losses for which such Person is entitled to indemnification
      under the Purchase Agreement. The Indemnity Claim Notice shall state the method
      of computation of such Indemnity Claim and the amount thereof, if ascertainable,
      shall specify in reasonable detail each individual item of Loss included in
      such
      amount, the date such item was paid or incurred, and the basis for any
      anticipated liability, and shall refer to the provisions of the Purchase
      Agreement in respect of which such Indemnity Claim shall have occurred. It
      is
      understood by the parties hereto that the Escrow Agent shall have no duty or
      obligation to verify or otherwise determine Purchaser’s rights under the
      Purchase Agreement.

     

    (b) If,
      from
      time to time, (i) Seller determines that it is entitled to payment pursuant
      to
Section
      2.07(a), Section 2.07(b)(i)(A) or Section 2.07(b)(i)(C)
      of the
      Purchase Agreement or (ii) Purchaser determines that it is entitled to payment
      pursuant to Section
      2.07(b)(i)(B), Section 2.07(b)(i)(D) or Section 2.07(b)(i)(E)
      (such
      claims are referred to herein individually as a “Section
      2.07 Claim”),
      Seller or Purchaser, as the case may be, may request payment from the Escrow
      Account by giving written notice to the Escrow Agent and the other party (in
      each case in accordance with the provisions of Section
      8
      below)
      of such Section 2.07 Claim (any written notice of a Section 2.07 Claim being
      referred to as an “Section
      2.07 Claim Notice”).
      Each
      Section 2.07 Claim Notice shall (i) clearly state (A) the method of computation
      of such Section 2.07 Claim, (B) the amount thereof and (C) the basis for the
      determination of the Seller or the Purchaser, as the case may be, and (ii)
      shall
      either be (A) signed by both Seller and Purchaser or (B) if not signed by both
      Seller and Purchaser, contain a statement of the Neutral Auditors that supports
      the determination of the Seller or the Purchaser, as the case may be. It is
      understood by the parties hereto that the Escrow Agent shall have no duty or
      obligation to verify or otherwise determine Seller’s or Purchaser’s rights under
      the Purchase Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c) Seller
      shall have the right to dispute any Indemnity Claim against the Escrow Account,
      and each of Seller and Purchaser shall have the right to dispute any Section
      2.07 Claim against the Escrow Account during the forty-five (45) calendar day
      period following the date of its receipt of a copy of a Claim Notice (the
“Objection
      Period”)
      by
      delivering to the Escrow Agent and Purchaser written notice (an “Objection
      Notice”)
      that
      Seller disputes the matter(s) set forth in such Indemnity Claim Notice or
      Section 2.07 Claim Notice, as the case may be, either with respect to the
      validity or the amount of the Indemnity Claim or the Section 2.07 Claim, as
      the
      case may be (or both). The Objection Notice shall include the basis, with
      reasonable detail, of the objection.

     

    (d) If
      on or
      prior to the last day of the Objection Period, the Escrow Agent has not received
      an Objection Notice (i) from Seller with respect to an Indemnity Claim made
      by
      Purchaser, or (ii) from either Seller or Purchaser, as the case may be, with
      respect to a Section 2.07 Claim made by the other party, the Indemnity Claim
      stated in the related Indemnity Claim Notice or the Section 2.07 Claim specified
      in the related Section 2.07 Claim Notice shall be conclusively deemed to be
      approved by Seller and the Purchaser and the Escrow Agent shall on the next
      banking day thereafter pay to Purchaser, or its designee, or the Seller, or
      its
      designee, as the case may be, from the Escrow Amount the amount specified in
      such Indemnity Claim Notice or Section 2.07 Claim Notice, as the case may
      be.

     

    (e) If
      on or
      prior to the last day of the Objection Period, the Escrow Agent shall have
      received (i) from Seller an Objection Notice with respect to an Indemnity Claim
      or portion of an Indemnity Claim made by Purchaser, or (ii) from Seller or
      Purchaser, as the case may be, an Objection Notice with respect to a Section
      2.07 Claim or portion of a Section 2.07 Claim made by Seller or Purchaser,
      as
      the case may be, then such Indemnity Claim or Section 2.07 Claim (or disputed
      portion thereof) shall be deemed to be an “Open
      Claim”,
      and
      the Escrow Agent shall reserve within the Escrow Amount an amount equal to
      the
      amount of the Open Claim (which amount for each Open Claim is referred to herein
      as a “Claim
      Reserve”).
      The
      Escrow Agent shall on the next banking day after receiving an Objection Notice
      pay to Purchaser, or its designee, or the Seller, or its designee, from the
      Escrow Amount the amount of the undisputed portion, if any, of such Indemnity
      Claim or Section 2.07 Claim, as the case may be.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (f) The
      amount constituting the Claim Reserve for each Open Claim shall be paid by
      the
      Escrow Agent from the Escrow Account only in accordance with (i) a joint written
      instruction executed and delivered by Purchaser and Seller directing delivery
      of
      the Escrow Account or any portion thereof (a “Joint
      Instruction”)
      or
      (ii) a final non-appealable order of a court of competent jurisdiction or a
      ruling by an arbitrator, in either case directing delivery of the Claim Reserve
      or any portion thereof (each a “Final
      Determination”),
      together with an opinion of counsel to the effect that such order is final
      and
      non-appealable and from a court of competent jurisdiction or that such
      arbitration ruling is final and non-appealable.

     

    (g) On
      the
      earlier of such date as (i) Purchaser and Seller deliver a joint written notice
      to the Escrow Agent authorizing the immediate termination of the Escrow Account,
      and (ii) the date of the 18th
      month
      anniversary of the date hereof (the “Indemnification
      Escrow Amount Termination Date”),
      the
      Escrow Agent shall release from the Escrow Account and deliver to the Seller
      an
      amount equal to the Escrow Amount together with any interest earned thereon,
      minus the amount of (i) any Indemnity Claim or Claims that have been set forth
      in an Indemnification Notice pursuant to Article
      VII
      of the
      Purchase Agreement and Section
      4(a)
      hereof
      and (ii) any distributions of the Escrow Fund in accordance with Section 2.07
      of
      the Purchase Agreement and Section
      4(b)
      hereof
      (whether or not such Indemnity Claim(s) or Section 2.07 Claim(s) have been
      determined to be valid as of such date (the portion of the Escrow Amount that
      has not been released to the Seller is referred to as the “Escrow
      Balance”),
      and
      the Escrow Balance shall be retained in escrow pending Adjudication of such
      Claim(s)in accordance with Section 2.08 of the Purchase Agreement and
Section
      4(e)
      hereof.


     

    (h) Any
      amounts to be distributed by the Escrow Agent to either Purchaser or Seller
      shall be distributed by wire transfer of immediately available funds to accounts
      designated by the recipients. From time to time, the Escrow Agent may receive
      written instructions from Purchaser and Seller regarding the disposition of
      all
      or a portion of the Specific Indemnity Escrow Amount. Once the entire balance
      of
      the Specific Indemnity Escrow Amount has been distributed, it shall be
      terminated.

     

    5. Duties
      of Escrow Agent.

     

    (a) The
      Escrow Agent shall not be under any duty to give the Escrow Account held by
      it
      hereunder any greater degree of care than it gives other similar escrow property
      and shall not be required to invest any funds held hereunder except as directed
      in this Agreement. Un-invested funds held hereunder shall not earn or accrue
      interest.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b) The
      Escrow Agent shall not be liable, except for its own gross negligence or willful
      misconduct and, except with respect to claims based upon such gross negligence
      or willful misconduct that are successfully asserted against the Escrow Agent,
      the other parties hereto shall jointly and severally indemnify and hold harmless
      the Escrow Agent (and any successor Escrow Agent) from and against any and
      all
      losses, liabilities, claims, actions, damages and expenses, including reasonable
      attorneys’ fees and disbursements, arising out of and in connection with this
      Agreement. Without limiting the foregoing, the Escrow Agent shall in no event
      be
      liable in connection with its investment or reinvestment of any cash held by
      it
      hereunder in good faith in accordance with the terms hereof, including, without
      limitation, any liability for any delays (not resulting from its gross
      negligence or willful misconduct) in the investment or reinvestment of the
      Escrow Account, or any loss of interest incident to any such delays. The
      obligations of the other parties hereto to the Escrow Agent under this paragraph
      shall survive the termination of this Agreement and the resignation or removal
      of the Escrow Agent.

     

    (c) The
      Escrow Agent shall be entitled to rely upon any order, judgment, certification,
      demand, notice, instrument or other writing from any court or other governmental
      authority delivered to it hereunder without being required to determine the
      authenticity or the correctness of any fact stated therein or the propriety
      or
      validity of the service thereof, notwithstanding that such judgment or order
      may
      subsequently be reversed, modified, annulled, set aside or vacated. The Escrow
      Agent shall have no responsibility to inquire into or determine the genuineness,
      authenticity, or sufficiency of any securities, checks, or other documents
      or
      instruments submitted to it in connection with its duties hereunder. The Escrow
      Agent shall also be entitled to deem the signatories of any documents or
      instruments submitted to it hereunder as being those purported to be authorized
      to sign such documents or instruments on behalf of the parties hereto, and
      shall
      be entitled to rely upon the genuineness of the signatures of such signatories
      without inquiry and without requiring substantiating evidence of any
      kind.

     

    (d) The
      Escrow Agent may act pursuant to the advice of counsel with respect to any
      matter relating to this Agreement and shall not be liable for any action taken
      or omitted by it in good faith in accordance with such advice. If the Escrow
      Agent becomes involved in litigation on account of this Agreement, it shall
      have
      the right to retain counsel and shall have a first lien on the property
      deposited hereunder for any and all costs, attorneys’ fees, charges,
      disbursements, and expenses in connection with such litigation; and shall be
      entitled to reimburse itself therefor out of the property deposited hereunder,
      and if it shall be unable to reimburse itself from the property deposited
      hereunder, the other parties hereto jointly and severally agree to pay to the
      Escrow Agent on demand its reasonable charges, reasonable attorneys’ fees,
      disbursements, and out-of-pocket expenses in connection with such
      litigation.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (e) The
      Escrow Agent does not have any interest in the Escrow Account deposited
      hereunder, except as otherwise provided in Sections
      5(d)
      and
5(j)
      hereof,
      but is serving as escrow holder only and having only possession thereof. Any
      payments of income from the Escrow Account shall be subject to withholding
      regulations then in force with respect to United States taxes. The parties
      hereto will provide Escrow Agent with appropriate Internal Revenue Service
      Forms
      W-9 for tax identification number certification, or non-resident alien
      certifications. This Section
      5(e)
      and
Section
      5(b)
      shall
      survive notwithstanding any termination of this Agreement or the resignation
      or
      removal of the Escrow Agent.

     

    (f) The
      Escrow Agent makes no representation as to the validity, value, genuineness
      or
      the collectibility of any security or other document or instrument held by
      or
      delivered to it.

     

    (g) The
      Escrow Agent shall not be called upon to advise any party as to the wisdom
      in
      selling or retaining or taking or refraining from any action with respect to
      any
      securities or other property deposited hereunder.

     

    (h) The
      Escrow Agent (and any successor Escrow Agent) may at any time resign as such
      by
      delivering the Escrow Account to any successor Escrow Agent jointly designated
      by the other parties hereto in writing, or to any court of competent
      jurisdiction, whereupon the Escrow Agent shall be discharged of and from any
      and
      all further obligations arising in connection with this Agreement. The
      resignation of the Escrow Agent will take effect on the earlier of (i) the
      appointment of a successor (including a court of competent jurisdiction) or
      (ii)
      the day which is thirty (30) calendar days after the date of delivery of its
      written notice of resignation to the other parties hereto. If at that time
      the
      Escrow Agent has not received a designation of a successor Escrow Agent, the
      Escrow Agent’s sole responsibility after that time shall be to retain and
      safeguard the Escrow Account until receipt of a designation of a successor
      Escrow Agent or a Joint Instruction or Final Determination.

     

    (i) In
      the
      event of any disagreement between the other parties hereto resulting in adverse
      claims or demands being made in connection with the Escrow Account or in the
      event that the Escrow Agent is in doubt as to what action it should take
      hereunder, the Escrow Agent shall be entitled to retain the Escrow Account
      until
      the Escrow Agent shall have received (i) a Final Determination or (ii) a Joint
      Instruction, in which event the Escrow Agent shall disburse the Escrow Account
      in accordance with such Final Determination or Joint Instruction. The Escrow
      Agent shall act on such Final Determination or Joint Instruction without further
      question.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (j) In
      the
      event that any escrow property shall be attached, garnished, or levied upon
      by
      any court order, or the delivery thereof shall be stayed or enjoined by an
      order
      of a court, or any order, judgment or decree shall be made or entered by any
      court order affecting the property deposited under this Agreement, or any part
      thereof, the Escrow Agent is hereby expressly authorized, in its sole
      discretion, to obey and comply with all writs, orders or decrees so entered
      or
      issued, which it is advised by legal counsel of its own choosing is binding
      upon
      it, whether with or without jurisdiction, and in the event that the Escrow
      Agent
      obeys or complies with any such writ, order or decree it shall not be liable
      to
      any of the parties hereto or to any other person, firm or corporation, by reason
      of such compliance notwithstanding such writ, order or decree be subsequently
      reversed, modified annulled, set aside or vacated.

     

    (k) Any
      corporation or association into which the Escrow Agent may be converted or
      merged, or with which it may be consolidated, or to which it may sell or
      transfer its corporate trust business and assets as a whole or in part, or
      any
      corporation or association resulting from any such conversion, sale, merger,
      consolidation or transfer to which it is a party, shall be and become the
      successor Escrow Agent hereunder and vested with all of the title to the whole
      property or trust estate and all of the trusts, powers, immunities, privileges,
      protections and all other matters as was its predecessor, without the execution
      or filing of any instrument or any further act, deed or conveyance on the part
      of any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    6. Limited
      Responsibility.
      This
      Agreement expressly sets forth all the duties of the Escrow Agent with respect
      to any and all matters pertinent hereto. No implied duties or obligations shall
      be read into this agreement against the Escrow Agent. The Escrow Agent shall
      not
      be bound by the provisions of any agreement among the other parties hereto
      except this Agreement.

     

    7. Taxes;
      Escrow Income.
      

     

    (a) Purchaser
      and Seller hereby acknowledge that, for federal and state income tax purposes,
      all Escrow Income shall be deemed income of Seller. The Escrow Agent shall
      be
      entitled to request and receive appropriate forms executed by Seller with
      respect to the Escrow Income. The Escrow Agent shall be responsible for
      reporting any Escrow Income earned to the Internal Revenue Service. The Escrow
      Agent shall add the Escrow Income to the Escrow Account as it accrues.


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b) Seller
      is
      required to prepare and file any and all income or other tax returns applicable
      to the Escrow Account with the Internal Revenue Service and all required state
      and local departments of revenue in all years income is earned in any particular
      tax year as and to the extent required under the provisions of the
      Code.

     

    (c) Any
      taxes
      payable on income earned from the investment of any sums held in the Escrow
      Account shall be paid by Seller, whether or not the income was distributed
      by
      the Escrow Agent during any particular year as and to the extent required under
      the provisions of the Code.

     

    (d) The
      Escrow Agent shall have no responsibility for the preparation and/or filing
      of
      any tax or information return with respect to any transaction, whether or not
      related to the Agreement that occurs outside the Escrow Account.

     

    8. Bank
      Accounts for Payment by Escrow Agent.
      Any
      payments by the Escrow Agent hereunder to Seller shall be made to such bank
      account of which Seller shall have given written notice to the Escrow Agent
      and
      Purchaser. Any payments by the Escrow Agent hereunder to Purchaser shall be
      made
      to such bank account of which Purchaser shall have given written notice to
      the
      Escrow Agent and Seller. 

     

    9. Notices.
      All
      notices, demands and other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement shall be in writing and shall be
      deemed to have been given (a) when personally delivered, (b) when transmitted
      via telecopy (or other facsimile device) to the number set out below if the
      sender on the same day sends a confirming copy of such notice by a recognized
      international overnight air courier service (charges prepaid), or (c) the second
      business day following the day (except if not a business day then the next
      business day) on which the same has been delivered prepaid to a recognized
      international overnight air courier service. Notices, demands and
      communications, in each case to the respective parties, shall be sent to the
      applicable address set forth below, unless another address has been previously
      specified in writing: 

     

    If
      to the
      Seller, to:

     

    Expert
      Security Services, Inc.

    1100
      Wicomico Street, Ste 545

    Baltimore,
      MD 21230

    Attention:
      Andrew Maggio

    Telephone:
      (410) 796-0871 

    Email:
      amaggio@essinv.com

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    with
      a copy to:

    


    Jeffrey
      L. Forman

    Kauffman
      and Forman, P.A.

    406
      W.
      Pennsylvania Avenue

    Towson,
      Maryland  21204

    Telephone:
      (410) 823-5700

    Email:
      forman@comcast.net 

    


    If
      to the
      Purchaser, to:

     

    Command
      Security Corp.

    P.O.
      Box
      340

    1133
      Route 55, Suite D

    Lagrangeville,
      New York 12540

    Attention:
      Barry Regenstein, President

    Telephone:
      (845) 454-3703 x 46

    Email:
      BRegenstein@commandsecurity.com

    


    with
      a copy to:

    


    Dewey
      & LeBoeuf LLP

    1301
      Avenue of the Americas

    New
      York,
      New York 10019

    Attention:
      Andrew Hulsh, Esq.

    Telephone:
      (212) 259-8284

    Email:
      ahulsh@dl.com

    


    or,
      in
      each case, to such other person or address as any party shall furnish to the
      other parties in writing. Notice given by personal delivery or overnight courier
      shall be effective upon actual receipt. Notice given by telecopy shall be
      confirmed by appropriate answer back and shall be effective upon actual receipt
      if received during the recipient’s normal business hours, or at the beginning of
      the recipient’s next business day if not received during the recipient’s normal
      business hours.

     

    10. Counterparts.
      This
      Agreement may be executed in one or more counterparts, all of which taken
      together shall constitute one and the same instrument.

     

    11. Section
      Headings.
      The
      headings and captions used in this Agreement are for convenience of reference
      only and do not constitute a part of this Agreement and shall not be deemed
      to
      limit, characterize or in any way affect any provision of this Agreement, and
      all provisions of this Agreement shall be enforced and construed as if no
      caption or heading had been used herein or therein.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    12. Banking
      Days.
      If any
      date on which the Escrow Agent is required to make an investment or a delivery
      pursuant to the provisions hereof is not a banking day, then the Escrow Agent
      shall make such investment or delivery on the next succeeding banking
      day.

     

    13. Waiver.
      The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither the failure nor any delay by any party in exercising any
      right, power, or privilege under this Agreement or the documents referred to
      in
      this Agreement will operate as a waiver of such right, power, or privilege,
      and
      no single or partial exercise of any such right, power, or privilege will
      preclude any other or further exercise of such right, power, or privilege or
      the
      exercise of any other right, power, or privilege. To the maximum extent
      permitted by applicable law, (a) no claim or right arising out of this Agreement
      or the documents referred to in this Agreement can be discharged by one party,
      in whole or in part, by a waiver or renunciation of the claim or right unless
      in
      writing signed by the other party; (b) no waiver that may be given by a party
      will be applicable except in the specific instance for which it is given; and
      (c) no notice to or demand on one party will be deemed to be a waiver of any
      obligation of such party or of the right of the party giving such notice or
      demand to take further action without notice or demand as provided in this
      Agreement or the documents referred to in this Agreement.

     

    14. Exclusive
      Agreement and Modification.
      This
      Agreement and the Purchase Agreement contain the entire agreement and
      understanding between the parties hereto with respect to the subject matter
      hereof and supersede all prior agreements and understandings, whether written
      or
      oral, relating to such subject matter in any way. The Escrow Agent shall have
      only those duties as are specifically provided herein, which shall be deemed
      purely ministerial in nature, and shall under no circumstance be deemed a
      fiduciary for any of the parties to this Agreement. The Escrow Agent shall
      neither be responsible for, nor chargeable with, knowledge of the terms and
      conditions of any other agreement, instrument or document between the other
      parties hereto, in connection herewith, including without limitation the
      Purchase Agreement. This Agreement sets forth all matters pertinent to the
      escrow contemplated hereunder, and no additional obligations of the Escrow
      Agent
      shall be inferred from the terms of this Agreement or any other Agreement.
      IN NO
      EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i)
      DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN
      DAMAGES WHICH RESULT FROM THE ESCROW AGENT’S FAILURE TO ACT IN ACCORDANCE WITH
      THE STANDARDS SET FORTH IN THIS AGREEMENT, OR (ii) SPECIAL OR CONSEQUENTIAL
      DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
      DAMAGES.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    15. Assigns
      and Assignment.
      Neither
      this Agreement nor any of the rights or obligations hereunder shall be assigned
      by any of the parties hereto without the prior written consent of each of the
      other parties, which consent shall not be unreasonably withheld, conditioned
      or
      delayed; provided that Purchaser shall have the right to assign all or certain
      provisions of this Agreement, or any interest herein, and may delegate any
      duty
      or obligation hereunder, without the consent of any of the other parties, to
      (i)
      any Affiliate of Purchaser, (ii) any purchaser of any or all of the assets
      or
      capital stock (whether by merger, recapitalization, reorganization or otherwise)
      of Purchaser or (iii) any of Purchaser’s financing sources as collateral;
      provided further, that the Escrow Agent shall have the right to assign this
      Agreement to a successor Escrow Agent hereunder; and provided, further, that
      Seller shall have the right to assign all or certain provisions of this
      Agreement, or any interest herein, and may delegate any duty or obligation
      hereunder, without the consent of any of the other parties, to any Affiliate
      of
      Seller or any purchaser of any or all of the assets or capital stock (whether
      by
      merger, recapitalization, reorganization or otherwise) of Seller. This Agreement
      shall be binding upon, inure to the benefit of and be enforceable by the parties
      hereto and their respective heirs, successors and permitted assigns. Any
      attempted assignment in violation of the terms of this Section 15 shall be
      null
      and void, ab
      initio.
      No
      assignment of the interest of any of the parties hereto shall be binding upon
      the Escrow Agent unless and until written evidence of such assignment in form
      satisfactory to the Escrow Agent shall be filed with and acknowledged by the
      Escrow Agent.

     

    16. Governing
      Law.
      All
      issues and questions concerning the construction, validity, interpretation
      and
      enforceability of this Agreement and the exhibits and schedules hereto shall
      be
      governed by, and construed in accordance with, the laws of the State of
      Delaware, without giving effect to any choice of law or conflict of law rules
      or
      provisions (whether of the State of New York or any other jurisdiction) that
      would cause the application of the laws of any jurisdiction other than the
      State
      of New York. 

     

    17. Execution
      by the Escrow Agent.
      The
      execution and delivery of this Agreement by the Escrow Agent shall constitute
      a
      receipt for the Escrow Amount.

     

    18. Third-Party
      Beneficiaries.
      The
      terms and provisions of this Agreement are intended solely for the benefit
      of
      the parties hereto, and their respective successors and assigns, and nothing
      in
      this Agreement is intended or shall be construed to give any other Person any
      legal or equitable right, remedy or claim under, or in respect of, this
      Agreement or any provision contained herein.

     

    *
      * * *
      *

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement on
      the
      date first written above.

     

    
      	 	 	 
	 	
              COMMAND
                SECURITY CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

            
	 	Title:


    

     

    
      	 	 	 
	 	
              
                EXPERT
                  SECURITY SERVICES, INC.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

            
	 	Title:


    

    


    
      	 	 	 
	 	
              
                DEUTSCHE
                  BANK, as Escrow Agent

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

            
	 	Title:


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    EXPERT
      SECURITY SERVICES, INC.

    


    BILL
      OF SALE AND ASSIGNMENT

    


    This
      BILL
      OF SALE AND ASSIGNMENT (this
      “Bill
      of Sale”),
      dated
      as of January 1, 2008, is delivered by the undersigned pursuant to the Asset
      Purchase Agreement, dated as of January 1, 2008 (the “Agreement”),
      among
      Command Security Corporation, a New York corporation, Expert Security Services,
      Inc. a Maryland corporation, and the shareholders of Expert Security Services,
      Inc. All terms used, but not defined, in this Bill of Sale shall have the
      meanings ascribed to such terms in the Agreement.

     

    I. Acquired
      Assets

     

    For
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Satco does hereby sell, transfer, convey, assign and deliver
      to
      Satco Purchaser, free and clear of all Liens, other than Permitted Exceptions,
      all of the assets, properties and right, whether real, personal, tangible or
      intangible, of every kind, nature and description of the Seller with respect
      to,
      or used in connection with, the Business, other than the Excluded Assets,
      including without limitation: 

     

    1.
      all
      Computer Equipment, machinery, furniture, fixtures, equipment and other tangible
      personal property owned by the Seller (the “Owned
      Tangible Property”),
      including without limitation that listed and described on Schedule
      1.02(a)
      and the
      Seller’s rights under all related warranties;

     

    2.
      all of
      the Seller’s right, title and interest in and to the Leased Tangible Property,
      including without limitation that listed and described on Schedule
      1.02(b);

     

    3.
      all of
      the Seller’s right, title and interest in, to and under the Contracts, including
      without limitation those listed on Schedule
      5.11(a);

     

    4.
      all of
      the Seller’s right, title and interest in, to and under the Leases listed on
Schedule
      5.11(b);

     

    5.
      all
      client, customer, lead, mailing, circulation and related lists, and all other
      lists, accounts, books and records of the Seller (including without limitation
      those relating to (i) proprietary research and other databases, (ii) the
      purchase of materials, supplies or services, and (iii) the production and sale
      of products or services, including all correspondence and other files), and
      all
      other existing records of the Seller, and all computerized records, together
      with the related documentation used in connection therewith; 

     

    6.
      all
      Governmental Authorizations, including without limitation those listed and
      described on Schedule
      5.24;

     

    7.
      any
      sales, excise or other licenses or registrations issued to or held by the Seller
      necessary for the operation of the Business, all of which are listed on
Schedule
      1.02(i);
      and

     

    all
      goodwill of the Seller specific to the Business.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    provided,
      however,
      that in
      no event shall any Excluded Asset be an Acquired Asset.

     

    TO
      HAVE
      AND TO HOLD said properties, rights, assets, business and goodwill, as a going
      concern, unto the Purchaser, its successors and assigns, to and for its use
      forever.

     

    AND,
      Seller does hereby warrant, covenant and agree that it:

     

    (a) has
      good
      and marketable title to the Acquired Assets hereby sold, transferred, conveyed,
      assigned and delivered, subject only to Permitted Encumbrances; and

     

    (b) will
      warrant and defend the sale of said properties, rights and assets against all
      and every Person or Persons whomsoever claiming or to claim against any or
      all
      of the same, subject to the terms and provisions of the Agreement.

     

    II. Excluded
      Assets

     

    Notwithstanding
      anything to the contrary contained herein, the following properties, assets
      and
      contracts of Satco (collectively, the “Excluded
      Assets”)
      are
      not part of the sale and purchase contemplated by this Bill of Sale, are
      excluded from the Acquired Assets and shall remain the properties and assets
      of
      Seller after the Closing:

     

    1.
      all
      cash on hand and in banks and other cash items and equivalents of the
      Seller;

     

    2.
      the
      Seller’s corporate charters, qualifications to conduct business as a foreign
      corporation, arrangements with registered agents relating to foreign
      qualifications, taxpayer and other identification numbers, seals, corporate
      minute books, and other books and records relating to internal corporate matters
      and any other books and records of the Seller (i) not related to the Business
      (which shall not include financial and taxation books and records of the Seller
      related to the Business), (ii) relating to financial relationships with the
      Seller’s lenders or Affiliates, or (iii) that the Seller is required by law to
      retain;

     

    3.
      all
      employee benefit plans, programs and arrangements, and all assets, rights and
      claims thereunder, and other commitments of the Seller relating to employees,
      whether written or oral, express or implied including, without limitation,
      the
      Benefit Plans;

     

    4.
      any
      claims, rights and interest in and to any refunds of federal or local franchise,
      income or other Taxes or fees of any nature whatsoever which relate solely
      to
      the period up to and including the Closing Date;

     

    5.
      all
      capital stock of the Seller;

     

    6.
      that
      certain 1999 Toyota model RAV 4 heretofore used by Seller in the
      Business;

     

    7.
      all
      claims of the Seller against third Persons relating to the Excluded Assets,
      whether choate or inchoate, known or unknown, contingent or non-contingent,
      or
      otherwise arising from or relating to periods prior to the Closing Date;
      and

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    8.
      all
      rights of the Seller under this Agreement or any Related Document; 

     

    9.
      all
      insurance policies relating to the Business;

     

    10.
      all
      prepaid expenses and deposits of the Seller with third parties in respect of
      the
      Business;

     

    11.
      all
      claims of the Seller, including but not limited to claims under the Seller’s
      insurance policies, causes of action and choses in action; and

     

    12.
      all
      Accounts Receivable.

     

    This
      Bill
      of Sale shall be binding upon Seller and its successors and permitted assigns
      pursuant to the Agreement, and shall inure to the benefit of and be enforceable
      by Purchaser and its successors and permitted assigns pursuant to the
      Agreement.

     

    This
      Bill
      of Sale shall be governed by and construed in accordance with the laws of the
      State of New York without regard to conflicts of laws principles.

     

    From
      time
      to time following the date hereof, at the request of Purchaser, Seller shall
      and
      shall cause its Affiliates, directors, officers, employees, agents and
      representatives to execute, deliver, file and record any and all agreements,
      instruments, certificates or other documents and take such other actions as
      may
      be reasonably necessary to consummate or implement the transactions contemplated
      by this Bill of Sale.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      Seller
      has caused this Bill of Sale to be executed and delivered by its duly authorized
      representative as of the date first above written.

     

    
      	 	 	 
	 	
              
                EXPERT
                  SECURITY SERVICES, INC.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

            
	 	Title:


    

     

    
      
        
        

      

      
        4