CCA APA


    
      

        EXECUTION
          COPY

         

        PURCHASE
          AGREEMENT dated
          as
          of July 6, 2007 by and among Chandler Chicco Agency,
          LLC, a
          New York limited liability company (“CCA
          NY”),
          BioSector 2 LLC, a New York limited liability company (collectively, the
          “Company
          Parties”
and
          each individually a “Company
          Party”),
          the
          members of the Companies listed on Schedule I hereto (the
          “Members”,
          and
          individually a “Member”),
          inVentiv
          Health, Inc., a Delaware corporation (“Parent”),
          and
          Chandler
          Chicco
          LLC, a Delaware limited liability company (“Purchaser”).
          The
          Company Parties, the Members, Parent and Purchaser are sometimes are referred
          to
          herein collectively as the “Parties”
and
          each individually as a “Party.”

         

        WHEREAS,
          the
          Members own all of the membership interests of the Company Parties and
          all of
          the equity interests in Chandler
          Chicco Agency SARL, an entity organized under the laws of France, and BioSector
          2, Limited, an entity organized under the laws of the United Kingdom
          (collectively with the Company Parties, the “Companies”);
          and

         

        WHEREAS,
          each
          Member desires to sell to the Purchaser, and Purchaser is willing to purchase
          from such Member, such membership interests, subject to the terms and conditions
          of this Agreement;

         

        WHEREAS,
          in order to induce the Members to enter into this Agreement, Parent is
          executing
          a guaranty of Purchaser’s obligations hereunder simultaneously with the
          execution of this Agreement; 

         

        WHEREAS,
          in order to induce Purchaser and Parent to enter into this Agreement, Robert
          Chandler (“Chandler”)
          and
          Giacomo F. Chicco (“Chicco”)
          are
          entering into new employment agreements with CCA
          NY
          (the
“Employment
          Agreements”)
          simultaneously with the execution of this Agreement; and

         

        WHEREAS,
          certain terms used in this Agreement are defined in Section 10.1.

         

        NOW,
          THEREFORE, in consideration of the mutual covenants, representations and
          warranties made herein and other good and valuable consideration, the receipt
          and sufficiency of which hereby are acknowledged, the Parties agree as
          follows:

        


        


        ARTICLE
          I  

         

        


        PURCHASE
          AND SALE TRANSACTION

        


        Section
          1.1.  Sale
          of Membership and Equity Interests.
          On and
          subject to the terms and conditions of this Agreement, at the closing of
          the
          transactions contemplated hereby (the “Closing”),
          each
          Member will sell, assign, transfer and deliver to Purchaser, and Purchaser
          will
          purchase from such Member, the membership and equity interests of the Companies
          (“Membership
          Interests”),
          set
          forth opposite such Member’s name on Schedule I hereto constituting all of the
          outstanding Membership Interests owned by such Member. 

         

            Section
          1.2.  Purchase
          Price.
          

         

        (a)  The
          consideration to be paid by Purchaser for the Membership Interests (the
          “Purchase
          Price”)
          shall
          be, in the aggregate, (i) the difference between (A) [***] and
          (B)
          the amount of Indebtedness, if any, outstanding immediately following the
          Closing (after giving effect to the last sentence of this Section 1.2)
          in cash,
          payable as directed by the Representative (subject to the last sentence
          of this
          Section 1.2) by electronic funds transfer at the Closing, subject to adjustment
          as provided in Section 1.4 (the “Initial
          Cash Purchase Price”),
          to an
          account specified in writing by the Representative to Purchaser no later
          than
          three business days prior to the Closing for allocation among the Members,
          (ii)
          a number of unregistered shares of the common stock, par value $0.001 per
          share,
          of Parent (“Parent
          Common Stock”)
          equal
          to the quotient of (x) [***]
          divided by (y) the Fair Market Value of one share of Parent Common Stock
          as of
          June 27, 2007 (the “Initial
          Shares”)
          and
          (iii) all amounts payable or distributable to the Members and the participants
          in the Phantom Equity Plan in accordance with Schedule I to this Agreement
          and
          Schedule I to the Phantom Equity Plan pursuant to Section 1.5 below.
          Notwithstanding the foregoing, (x) the portion of the fee payable to AdMedia
          Partners, Inc. ("AdMedia")
          under
          the letter agreement dated October 16, 2006 between AdMedia and CCA NY
          (the
          "AdMedia
          Engagement Letter")
          shall
          be accrued by CCA NY as a pre-Closing expense and paid directly by Purchaser,
          for the account of CCA NY, to AdMedia and (y) at Purchaser's election,
          a portion
          of the Initial Cash Purchase Price sufficient to discharge all or any portion
          of
          the Indebtedness outstanding as of the Closing Date may be paid by Purchaser
          directly to the holders of such Indebtedness.

         

        (b)  On
          the
          Closing Date (as defined below), Purchaser shall deliver to the transfer
          agent
          for the Parent Common Stock irrevocable instructions to deliver the Initial
          Shares to The Bank of New York, as escrow agent (the “Escrow
          Agent”)
          pursuant to an escrow agreement dated as of the Closing Date among Purchaser,
          the Members and the Escrow Agent (the “Escrow
          Agreement”),
          in
          substantially the form annexed hereto as Exhibit
          A.
           The
          Initial Shares shall be held in escrow until the [***] anniversary
          of the Closing Date as more fully set forth in the Escrow
          Agreement.

         

        (c)  Except
          as
          set forth in the Phantom Equity Plan, no Member shall pay or transfer any
          portion of the Purchase Price or any rights thereunto to any Person who
          provides
          services to the Business at the time of or any time following the Closing.
          Such
          consideration is not in lieu of, and shall not reduce any compensation
          to which
          the participants are entitled in respect of services, is fully vested as
          of the
          date hereof and shall be made at the times provided for in the Phantom
          Equity
          Plan irrespective of whether such beneficiaries continue to render services
          to
          any of the parties hereto or their Affiliates.

         

        (d)  On
          the
          Closing Date, Purchaser shall deliver to the Representative a proposed
          allocation of (i) the Purchase Price among the Companies (the "Entity
          Allocation")
          and
          (ii) the Purchase Price consistent with the requirements of Section 1060
          of the
          Code and Treasury Regulations Section 1.1060-1(b)(4) and in such detail
          as
          Purchaser may determine to be appropriate, or a method for arriving at
          such an
          allocation (the “Purchase
          Price Allocation”).
          The
          parties shall attempt to reach an agreement regarding the Entity Allocation
          and
          the Purchase Price Allocation as soon as possible following Buyer’s delivery of
          the Entity Allocation and the Purchase Price Allocation to the Representative
          pursuant to the preceding sentence. In the event the parties agree on the
          Entity
          Allocation and the Purchase Price Allocation, Purchaser and the Representative
          shall prepare and file all the all returns, declarations, reports, estimates,
          information returns, and statements (“Returns”)
          that
          may be required with respect to the transaction provided for herein pursuant
          to
          Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”),
          any
          Treasury Regulations promulgated thereunder, any other similar provision
          of the
          Code and any other similar, applicable foreign, state or local Tax Law
          or
          regulation, including IRS Form 8594 based on and consistent in all respects
          with
          the Entity Allocation and the Purchase Price Allocation. Purchaser and
          the
          Representative shall each provide to the others, on a timely basis, information
          that may be reasonably required for the purpose of preparing such Returns.
          In
          the event the parties are not able to reach an agreement on the Entity
          Allocation or the Purchase Price Allocation within thirty (30) days following
          the Closing, the Entity Allocation and the Purchase Price Allocation shall
          be
          determined as promptly as practicable by the Neutral Accountant, provided
          that
          Purchaser's proposed Entity Allocation shall be used to complete title
          transfer
          documentation and transfer, stamp or similar tax returns or declarations
          at the
          Closing.

         

        Section
          1.3.  Closing
          Date.
          Subject
          to the satisfaction of the conditions set forth in this Section 1.3 and
          Sections
          6.1 and 6.2 (or the waiver thereof by the Party entitled to waive such
          conditions), the Closing shall take place at the offices of Akerman Senterfitt
          LLP, 335 Madison Avenue, Suite 2600, New York, New York 10017 on July 6,
          2007.
          The Closing shall be effective as of 12:01 a.m. on July 7, 2007 (the
“Closing
          Date”).
          As
          part of the Closing, (i) each Member will deliver to Purchaser such evidence
          of
          ownership of the Membership Interests by such Member, as is reasonably
          satisfactory to Purchaser accompanied by a duly executed assignment assigning
          such Membership Interests to Purchaser and otherwise in good form for transfer,
          (ii) Purchaser shall pay to such Member the portion of the Initial Cash
          Purchase
          Price payable to such Member as set forth on Schedule I, (iii) Parent shall
          issue irrevocable instructions to the transfer agent for the Parent Common
          Stock
          to issue the Initial Shares in the name of such Member as set forth on
          Schedule
          I and deliver them to the Escrow Agent and (iv) the Parties shall make
          the
          deliveries described in Article VI. Purchaser shall not be required to
          purchase
          any Membership Interests unless all Membership Interests are properly tendered
          in accordance with the terms of this Agreement.

         

        Section
          1.4.  Working
          Capital Adjustment.
          The
          Purchase Price shall be subject to adjustment after the Closing Date as
          follows:


         

        (a)  Within
          60
          days after the Closing Date, Purchaser shall prepare and deliver to Chandler,
          as
          representative for the Members (in such capacity, the “Representative”)
          a
          statement (the “Closing
          Working Capital Statement”)
          calculating the Working Capital (as defined below) of the Companies as
          of the
          Closing Date (the “Closing
          Working Capital Amount”).
          For
          purposes of this Agreement, “Working
          Capital”
shall
          mean the current assets of the Companies and the Subsidiaries as of the
          Closing
          Date (including accounts receivable (net of allowance for doubtful accounts)
          and
          work in process), exclusive of deferred tax assets, less the current liabilities
          of the Companies and the Subsidiaries as of the Closing Date (including
          all GAAP
          accruals, whether or not traditionally reflected on the Companies’ or any
          Subsidiary’s balance sheet as a current liability) and all other liabilities of
          the Companies and the Subsidiaries as of the Closing Date and shall be
          calculated in accordance with GAAP and accounting policies and procedures
          consistent with those employed in the preparation of Parent’s publicly filed
          financial statements. Notwithstanding the foregoing, (i) current assets of the
          Companies and the Subsidiaries for purposes of this computation shall include
          all of the Companies’ and the Subsidiaries’ rent security deposits outstanding
          and (ii) current liabilities shall exclude the current portion of Indebtedness
          that is deducted in determining the Purchase Price pursuant to clause (i)(B)
          of
          Section 1.2(a). Working Capital shall be calculated on a combined basis
          and,
          with respect to the Subsidiaries, a consolidated basis. 
          Purchaser shall provide the Representative, and a single accounting firm
          for the
          Representative, reasonable access to all (i) work papers and written procedures
          used to prepare the Closing Working Capital Statement and (ii) Books and
          Records
          and personnel to the extent reasonably necessary to enable the Representative
          and such accounting firm to conduct a sufficient review of the Closing
          Working
          Capital Statement and verify the calculation of the Closing Working Capital
          Amount. If the Representative disputes the Closing Working Capital Amount
          as
          shown on the Closing Working Capital Statement prepared by the Purchaser,
          the
          Shareholder shall deliver to the Purchaser within 30 days after receipt
          of the
          Closing Working Capital Statement a statement (the “Dispute
          Notice”)
          setting forth the Representative’s calculation of the Closing Working Capital
          Amount and describing in reasonable detail the basis for the determination
          of
          such different Closing Working Capital Amount. The parties shall use reasonable
          efforts to resolve such differences regarding the determination of the
          Closing
          Working Capital Amount within a period of 30 days after the Representative
          has
          given the Dispute Notice. If the parties resolve such differences, the
          Closing
          Working Capital Amount agreed to by the parties shall be deemed to be the
          “Final
          Closing Working Capital Amount”
and
          the
          Closing Working Capital Statement agreed to by the Parties shall be deemed
          to be
          the “Final
          Closing Working Capital Statement.”

         

        (b)  If
          Purchaser and the Representative do not reach a final resolution on the
          Closing
          Working Capital Amount within 30 days after the Representative has given
          the
          Dispute Notice, unless Purchaser and the Representative mutually agree
          to
          continue their efforts to resolve such differences, the Neutral Accountant
          shall
          resolve such differences, pursuant to an engagement agreement among the
          Purchaser, the Representative and the Neutral Accountant (which Purchaser
          and
          the Representative agree to execute promptly), in the manner provided below.
          Purchaser and the Representative shall each be entitled to make a presentation
          to the Neutral Accountant, pursuant to procedures to be agreed to among
          Purchaser, the Shareholder and the Neutral Accountant (or, if they cannot
          agree
          on such procedures, pursuant to procedures determined by the Neutral
          Accountant), regarding such party’s calculation of the Closing Working Capital
          Amount; and the Neutral Accountant shall be required to resolve the differences
          between Purchaser and the Representative and determine the Closing Working
          Capital Amount within 20 days after the engagement of the Neutral Accountant.
          The Closing Working Capital Amount determined by the Neutral Accountant
          shall be
          deemed to be the Final Closing Working Capital Amount and the Closing Working
          Capital Statement, as adjusted to reflect such determination, shall be
          deemed to
          be the Final Closing Working Capital Statement. Such determination by the
          Neutral Accountant shall be conclusive and binding upon the parties, absent
          fraud or manifest error. Nothing in this Section 1.4(b) shall be construed
          to
          authorize or permit the Neutral Accountant to:

         

        (i)  determine
          any questions or matters whatsoever under or in connection with this Agreement
          except for the resolution of differences between Purchaser and the
          Representative regarding the determination of the Closing Working Capital
          Amount; or

         

        (ii)  resolve
          any such differences by making an adjustment to the Closing Working Capital
          Statement that is outside of the range defined by amounts as finally proposed
          by
          the Purchaser and the Representative.

         

        Purchaser,
          on the one hand, and the Representative, on the other hand, shall each
          pay one
          half of the fees and expenses of the Neutral Accountant.

        


        (c)  If
          the
          Final Closing Working Capital Amount is less than [***],
          then the Members shall pay to Purchaser in accordance with the percentages
          of
          the Initial Cash Payment to which they are entitled in accordance with
          Schedule
          I an amount equal to the difference between [***] and
          the
          Final Closing Working Capital Amount. If the Final Closing Working Capital
          Amount is more than [***], then Purchaser shall pay to the Members in accordance
          with the percentages of the Initial Cash Payment which they are entitled
          to in
          accordance with Schedule I an amount equal to the difference between the
          Final
          Closing Working Capital Amount and [***].
          Any
          payment pursuant to this Section 1.4(c) shall be made in cash by wire
          transfer of immediately available funds into one or more accounts designated
          in
          writing by Purchaser or the Representative, as the case may be, within five
          business days after the date on which the Final Closing Working Capital
          Amount
          is determined.

         

        Section
          1.5.  Earnout
          Payments. 

         

        (a)
          [***] 
          The
          Members and the Phantom Equity Participants (as defined below) shall be
          entitled
          to additional consideration from Purchaser (any such additional consideration
          an
“Earnout
          Amount”)
          determined as follows:

        


        [***]

         

        [***]

         

        [***]

         

        As
          used
          herein:

         

        [***]

         

        [***]

         

        [***]

         

        [***]

         

        [***]

         

        [***]
          shall be delivered to the Representative for allocation among the Members
          and
          the participants in the Phantom Equity Plan in accordance with Schedule
          I to
          this Agreement and Schedule I to the Phantom Equity Plan (which, at Purchaser's
          request, shall be specified in written instructions delivered to Purchaser
          by
          the Representative). At Purchaser’s option, up to [***]
          may
          be satisfied by the issuance to the Members and the Phantom Equity Plan
          participants in accordance with Schedule I to this agreement and Schedule
          I to
          the Phantom Equity Plan of unregistered shares of Parent Common Stock having
          an
          aggregate Fair Market Value equal to [***] The
          shares of Parent Common Stock issued in satisfaction of any portion of
          an
          Earnout Amount are referred to as “Earnout
          Shares”
and,
          together with the Initial Shares, as the “Parent
          Shares”.
          In no
          event will any Parent Shares be issued hereunder if the issuance of such
          Parent
          Shares would cause (A) the sum of (1) the total number of Parent Shares
          issued
          pursuant to this Agreement, (2) the number of shares of Parent Common Stock,
          if
          any owned by Members and the participants in the Phantom Equity Plan immediately
          prior to the Closing and (3) the shares of Parent Common Stock, if any,
          issued
          to Members and the participants in the Phantom Equity Plan pursuant to
          employment-related incentive grants to exceed 19.9% of the number of shares
          of
          Parent Common Stock outstanding immediately prior to the Closing or (B)
          the
          voting power of the securities described in the preceding clauses (A)(1)
          through
          (3) to exceed 19.9% of the voting power of the voting securities of Parent
          outstanding immediately prior to the Closing. [***] Each Party acknowledges
          and
          agrees that neither Purchaser, the Members nor any other Person makes any
          guarantee or representation to any other Party that any Earnout Amount
          will be
          realized. Any Earnout Amount that is paid in cash or Earnout Shares to
          Members
          or their designees shall be treated as a component of the Purchase
          Price.

        


        (b)
          Purchaser shall at its expense deliver to Representative within 90 days
          after
          the completion of:

         

        (i)  [***] 

         

        (ii)  [***]

         

        (iii)  [***] 

         

        (c)
          Purchaser shall provide Representative and the accounting firm selected
          by
          Representative on behalf of the Members with reasonable access to all books
          and
          records and working papers to the extent reasonably necessary to enable
          Representative and such accounting firm to verify such calculations after
          the
          delivery thereof. 

         

        (d)
          Such
          calculations shall be binding on the parties to this Agreement unless the
          Representative, within 30 days after the delivery of the calculations by
          Purchaser to the Representative, notifies Purchaser in writing that it
          objects
          to any item or computation in connection with the calculations and specify
          in
          reasonable detail the basis for such objection. If the Representative delivers
          such a notice and the Representative and Purchaser are unable to agree
          upon the
          calculations within 20 days after any notice of objection has been given
          by the
          Representative to Purchaser, then (i) [***] within five business days after
          receipt of such notice and (ii) at the election of either Purchaser or
          the
          Representative, the dispute shall be submitted to the Neutral Accountant
          for a
          final determination in accordance with the procedures set forth in Section
          1.4(b), which determination shall be final and binding upon the parties,
          absent
          fraud or manifest error. The Members on the one hand and Purchaser on the
          other
          hand shall each bear one-half of the fees, costs and expenses of the Neutral
          Accountant in the event such an election is made. 

         

        (e)
          For
          purposes of this Agreement:

         

        [***]

         

        (f)
          [***]
          Parent shall not be required to give such instructions until the third
          business
          day after the Representative has notified Purchaser in writing of the address
          to
          which such shares of Parent Common Stock are to be delivered. 

         

        (g)
           [***]

         

        (iv)  [***]

         

        (v)  [***]

         

        (vi)  [***]

         

        (vii)  [***] 

         

        (viii)  [***] 

         

        (ix)  [***]

         

        (x)  [***] 

         

        (xi)  [***] 

         

        (xii)  [***] 

         

        (h) In
          the
          event of a merger, consolidation or other transaction prior to the Final
          Earnout
          Amount Determination Date (a “Conversion
          Transaction”)
          as a
          result of which substantially all of the outstanding shares of Parent Common
          Stock are converted into the right to receive, in whole or in part, equity
          securities, if such equity securities are traded on the New York Stock
          Exchange,
          the American Stock Exchange, The Nasdaq Stock Market or another securities
          exchange or interdealer quotation system reasonably acceptable to the Member
          (“Listed
          Equity Securities”),
          (i)
          any issued Parent Shares, including shares held pursuant to the Escrow
          Agreement, shall be eligible to participate in any Conversion Transaction
          on the
          same basis as other outstanding shares of Parent Common Stock and [***].
           For
          such
          purpose, such Listed Equity Securities shall be valued at their aggregate
          Fair
          Market Value as of the Final Earnout Amount Determination Date. In the
          event
          that, in any Conversion Transaction, substantially all of the outstanding
          shares
          of Parent Common Stock are converted into the right to receive equity securities
          that are not Listed Equity Securities (or are converted into the right
          to
          receive a combination of such equity securities and cash), then the Earnout
          Amount, if any, shall be required to be satisfied entirely in cash. [***]

         

        Section
          1.6.  Lock-Up
          Agreement.
          During
          the applicable Restricted Period, the Members shall not sell, pledge, hedge
          or
          otherwise dispose of any economic interest in any of the Parent Shares
          (including by entering into any covered or uncovered short transaction)
          except
          pursuant to and in accordance with the terms of a Conversion Transaction,
          in
          which event the restrictions contained in this Section 1.6 shall apply
          to any
          Listed Equity Securities issued in exchange for Parent Shares. “Restricted
          Period”
means
          (i) with respect to the Initial Shares, the period ending on the first
          anniversary of the Closing Date and (ii) with respect to the Earnout Shares,
          if
          any, the period ending on the first anniversary of the Final Earnout Amount
          Determination Date. 

         

        Section
          1.7.  Transferability;
          Legending of Parent Shares; Resale Registration.
          (a) The
          Members acknowledge that the Parent Shares are being acquired pursuant
          to an
          exemption from registration under the Securities Act of 1933, as amended
          (the
“Securities
          Act”)
          and
          that the Parent Shares may be transferred only pursuant to an effective
          registration statement or an exemption from registration under the Securities
          Act. Each Member represents that they are familiar with Rule 144 under
          the
          Securities Act. No Members shall be permitted to transfer any Parent Shares
          in
          the absence of an effective registration statement unless such Member has
          furnished Parent with an opinion of counsel, reasonably satisfactory to
          Parent,
          that such disposition does not require registration of such Parent Shares
          under
          the Securities Act. 

         

        (b)
          It is
          understood that the certificates evidencing the Parent Shares may bear
          a legend
          to the following effect:

         

        THE
          SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
          THE
          SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED,
          HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
          STATEMENT WITH RESPECT THERETO OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF SUCH ACT.

         

        The
          certificates evidencing the Parent Shares may also bear any legends required
          by
          applicable blue sky laws.

        


        (c)
          (i)
          Parent may, at its option, but without any obligation to do so, include
          in any
          non-underwritten registration of shares of Parent Common Stock any or all
          Parent
          Shares issued or to be issued for the account of the Members hereunder.
          The
          inclusion of any Parent Shares that are subject to the restrictions set
          forth in
          Section 1.6 in a registration statement filed by Parent, or a prospectus
          supplement or amendment thereto, shall not affect the operation of Section
          1.6
          except as otherwise agreed by Parent in its sole discretion. For so long
          as any
          Parent Shares are included in an effective registration statement, the
          Members
          agree not to dispose of such Parent Shares in a transaction that would
          require
          the filing of a Form 144.

        


        (ii)
          (A)
          Parent will indemnify and hold harmless, to the fullest extent permitted
          by law,
          the Members, their officers, directors and agents, affiliates, advisors,
          brokers
          and employees, each person who controls any Member (within the meaning
          of
          Section 15 of the Securities Act or Section 20 of the Securities
          Exchange Act of 1934 (the “Exchange
          Act”))
          and the
          officers, directors, agents, affiliates, advisors, brokers and employees
          of any
          such controlling person, from and against all damages, as incurred, arising
          out
          of or based upon any untrue or alleged untrue statement of a material fact
          contained in a registration statement pursuant to which any of the Parent
          Shares
          are registered for resale (each a “Resale
          Registration Statement”),
          any
          prospectus or form of prospectus or in any amendment or supplement thereto
          or in
          any preliminary prospectus, or arising out of or based upon any omission
          or
          alleged omission to state therein a material fact required to be stated
          therein
          or necessary to make the statements therein not misleading, except to the
          extent
          the same are based upon information with respect to any Member furnished
          in
          writing to Parent by such Member expressly for use therein; provided,
          however,
          that
          Parent will not be liable to such Member to the extent that any such damages
          arise out of or are based upon an untrue statement or alleged untrue statement
          or omission or alleged omission made in any preliminary prospectus if either
          (x)(i) such Member failed to send or deliver a copy of the prospectus with
          or
          prior to the delivery of written confirmation of the sale by such Member
          of a
          Parent Share to the person asserting the claim from which such damages
          arise and
          (ii) the prospectus would have corrected such untrue statement or alleged
          untrue
          statement or such omission or alleged omission or (y) such untrue statement
          or
          alleged untrue statement or such omission or alleged omission is corrected
          in an
          amendment or supplement to the prospectus previously furnished by or on
          behalf
          of Parent with copies of the prospectus as so amended or supplemented delivered
          by Parent, and such Member thereafter fails to deliver such prospectus
          as so
          amended or supplemented prior to or concurrently with the sale of a Parent
          Share
          to the person asserting the claim from which such damages arise; provided,
          further,
          however,
          that
          the indemnity agreement contained in this Section 1.7(c)(ii)(A) will not
          apply
          to amounts paid in settlement of any such damages if such settlement is
          effected
          without the consent of Parent (which consent will not be unreasonably withheld).
          The rights of the Members hereunder will not be exclusive of the rights
          of the
          Members under any other agreement or instrument.

        


        (B)
          Each
          Member
          will
          indemnify and hold harmless, to the fullest extent permitted by law, Parent
          and
          its Affiliates (including, from and after the Closing, the Companies and
          Subsidiaries), the officers, directors and agents, affiliates, advisors,
          brokers
          and employees of such Member, each underwriter of securities covered by
          a Resale
          Registration Statement, each person who controls any such Person (within
          the
          meaning of Section 15 of the Securities Act or Section 20 of the Exchange
          Act),
          and the officers, directors, agents, affiliates, advisors, brokers and
          employees
          of any such underwriter or controlling person, from and against all damages,
          as
          incurred, arising out of or based upon any untrue or alleged untrue statement
          of
          a material fact contained in any registration statement, prospectus or
          form of
          prospectus or in any amendment or supplement thereto or in any preliminary
          prospectus, or arising out of or based upon any omission or alleged omission
          to
          state therein a material fact required to be stated therein or necessary
          to make
          the statements therein not misleading, but only to the extent the same
          are
          contained in information with respect to such holder furnished in writing
          to
          Parent by such Member expressly for use therein; provided,
          however,
          that
          the indemnity agreement contained in this Section 1.7(c)(ii)(B) will not
          apply
          to amounts paid in settlement of any such damages if such settlement is
          effected
          without the consent of such Member (which consent will not be unreasonably
          withheld). The rights of Parent and its Affiliates hereunder will not be
          exclusive of the rights of Parent and its Affiliates under any other agreement
          or instrument. In no event will the liability of any Member hereunder be
          greater
          in amount than the dollar amount of proceeds (net of payment of all expenses
          and
          underwriters' discounts and commissions) received by such Member upon the
          sale
          of the Parent Shares giving rise to such indemnification
          obligation.

         

        Section
          1.8.  Authority
          of Representative.
          (a)
          Each Member hereunder irrevocably appoints the Representative to represent
          it
          and act as its attorney-in-fact and agent with respect to any and all matters
          relating to, arising out of, or in connection with , the Transaction Documents,
          including (i) for purposes of any action taken or omitted on behalf of
          such
          Member thereunder and (ii) any adjustment, disposition, settlement or other
          handling of any amounts or claims under Sections
          1.4 and 1.5
          and all
          rights or obligations arising under Article VIII. Except to the extent
          otherwise
          explicitly set forth herein or in any other Transaction Documents, all
          actions,
          omissions, notices, communications and determinations by or on behalf of
          a
          Member shall be given or made by the Representative and all such actions,
          omissions, notices, communications and determinations by the Representative
          pursuant or with respect to any provision of a Transaction Document shall
          conclusively be deemed to have been authorized by, and shall be binding
          upon and
          made on behalf of such Member. Purchaser shall be entitled to rely on any
          action
          or decision of the Representative as the act, omission, notice, communication
          or
          determination of each Member. The Members hereby agree to jointly and severally
          indemnify and hold harmless the Representative from and against (i) any
          Losses
          incurred without gross negligence or willful misconduct on the part of
          the
          Representative and arising out of or in connection with the acceptance,
          performance or nonperformance of his duties hereunder and (ii) any related
          out-of-pocket costs and expenses (including reasonable attorneys’ fees). If the
          person serving as the Representative dies or becomes legally disabled,
          Giacomo
          Chicci or, if he is unable or unwilling to serve, an individual selected
          by a
          majority-in-interest of the rights to allocation of consideration pursuant
          to
          Schedule I will be elected as the successor Representative. The Representative
          shall have sole responsibility for allocating the Purchase Price among
          the
          Members and the participants in the Phantom Equity Plan and neither Parent,
          Purchaser nor any of their Affiliates (including, following the Closing,
          the
          Companies) shall have any obligation or liability therefor
          whatsoever.

         

        ARTICLE
          II   

         

        


         

        REPRESENTATIONS
          AND WARRANTIES REGARDING THE MEMBERS

         

        Each
          Member represents and warrants to Purchaser that the following statements
          are
          correct and complete as of the date hereof and as of the Closing
          Date.

         

        Section
          2.1.  Authorization
          of Transactions.
          Such
          Member has full power and authority to execute and deliver this Agreement
          and
          the other Transaction Documents and to perform such Member’s obligations
          hereunder and thereunder. This Agreement and each other Transaction Document
          constitutes the valid and legally binding obligation of such Member, enforceable
          in accordance with its terms and conditions. 

         

        Section
          2.2.  Conflicts;
          Consents of Third Parties.
          The
          execution and delivery by such Member of this Agreement and the other
          Transaction Documents to which such Member is a party, the consummation of
          the transactions contemplated hereby or thereby, and compliance by such
          Member with the provisions hereof or thereof will not (i) conflict with,
          violate, result in the breach or termination of, or constitute a default
          under
          any Contract to which such Member is a party or by which such Member
          or such Member’s properties or assets is bound, or require a Consent from
          any Person in order to avoid any such conflict, violation, breach, termination
          or default; (ii) violate any Law or any Order by which such Member is bound;
          (iii) result in the creation of any Lien upon the properties or assets of
          such Member; or (iv) if such Member is other than an individual, conflict
          with,
          or result in the breach of, any provision of the certificate of
          incorporation or bylaws or comparable organizational documents
          (collectively, “Organizational
          Documents”)
          of
          such Member. No governmental franchise, easement, permit, right, application,
          filing, registration, license or other authorization (each a “Permit”),
          Order, waiver, declaration or filing with, or notification to any Person,
          including without limitation any Governmental Body, is required on the
          part of
          such Member in connection with the execution, delivery and performance
          of this
          Agreement or the other Transaction Documents to which it is a party, or
          the
          compliance by such Member with any of the provisions hereof or
          thereof.

         

        Section
          2.3.  Broker’s
          Fees.
          Such
          Member has no liability or obligation to pay any fees or commissions to
          any
          broker, finder, or agent with respect to the transactions contemplated
          by this
          Agreement for which any Company or Subsidiary or the Purchaser could become
          liable or obligated. Such Member shall be solely responsible for any obligations
          described in this Section 2.3 and will indemnify and hold the Purchaser
          Indemnitees (as defined below) harmless from and against any Losses (as
          defined
          below) resulting from or arising out of or any such obligations or matters.
          

         

        Section
          2.4.  Membership
          Interests.
          Such
          Member holds of record and owns beneficially the number of Membership Interests
          set forth next to such Member’s name on Schedule I free and clear of any Lien.
          Such Member is not a party to any option, warrant, purchase right, or other
          contract or commitment that could require such Member to sell, transfer,
          or
          otherwise dispose of any membership interest of any Company (other than
          this
          Agreement). Such Member is not a party to any voting trust, proxy, or other
          agreement or understanding with respect to the voting of any membership
          interest
          of any Company.

         

        Section
          2.5 Private
          Placement.
          Such
          Member is an “accredited investor” within the meaning of Rule 501 under the
          Securities Act and has sufficient knowledge and experience in investing
          in
          companies similar to Parent in terms of Parent's market capitalization
          and other
          relevant factors so as to be able to evaluate the risks and merits of his
          investment in Parent and he is able financially to bear the risks thereof.
          Such
          Member has had an opportunity to discuss the terms of the offering and
          sale of
          the Parent Shares and Parent's business, management and financial affairs
          with
          Parent's management and to obtain any additional information regarding
          the
          foregoing which Parent possesses or can acquire without unreasonable effort
          or
          expense. The Parent Shares to be issued to such Member are being acquired
          for
          such Member’s own accounts and not with a view to, or the intention of, any
          distribution in violation of the Securities Act or any applicable state
          securities laws. Such Member understands that (i)
          the
          Parent Shares have not been registered under the Securities Act by reason
          of the
          issuance of the Shares in a transaction exempt from the registration
          requirements of the Securities Act pursuant to Section 4(2) thereof or
          Rule 505
          or 506 promulgated under the Securities Act, (ii)
          the
          Parent Shares must be held indefinitely unless a subsequent disposition
          thereof
          is registered under the Securities Act or is exempt from such registration,
          (iii)
          the
          Parent Shares will bear a legend to such effect and (iv)
          Parent
          will issue stop transfer instructions to its transfer agent to such
          effect.

         

        


         


        
          
            
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        ARTICLE
          III  

         

        REPRESENTATIONS
          AND WARRANTIES REGARDING THE COMPANIES AND SUBSIDIARIES

         

        The
          Company Parties and the Members represent and warrant to Purchaser jointly
          and
          severally that, except as set forth in the Disclosure Schedule attached
          hereto
          (the “Disclosure
          Schedule”),
          the
          following statements are correct and complete as of the date hereof and
          as of
          the Closing Date. The Disclosure Schedule makes explicit reference to the
          particular representation or warranty as to which exception is taken, which
          in
          each case shall constitute the sole representation and warranty as to which
          such
          exception shall apply, provided that the disclosures in the Disclosure
          Schedule
          that are set forth expressly therein with particularity will apply to all
          representations and warranties. The disclosure of the existence of a contract
          on
          the Disclosure Schedule shall not, without more, constitute the disclosure
          of
          any particular provisions of such contract or the actual or potential
          consequences thereof.

         

        Section
          3.1.  Organization
          and Good Standing.
          Each
          Company is duly organized, validly existing and in good standing under
          the laws
          of its jurisdiction of organization and has all requisite power and authority
          to
          own, lease and operate its properties and to carry on its business, and
          each
          Subsidiary is duly organized, validly existing and in good standing under
          the
          laws of its jurisdiction of organization and has all requisite power and
          authority to own, lease and operate its properties and to carry on its
          business.
          Each Company and Subsidiary is duly qualified or authorized to do business
          as a
          foreign entity and is in good standing under the laws of each jurisdiction
          in
          which it owns or leases real property and each other jurisdiction in which
          the
          conduct of its business or the ownership of its properties requires such
          qualification or authorization, except where the failure to be so qualified
          or
          authorized would not have a Company Material Adverse Effect. Section 3.1
          of the
          Disclosure Schedule sets forth a true, correct and complete list of each
          jurisdiction in which each Company and Subsidiary is qualified or authorized
          to
          do business as a foreign entity.

         

        Section
          3.2.  Authorization
          and Enforceability.
          Each
          Company has all requisite power and authority to execute and deliver this
          Agreement and each other Transaction Document to which it is a party, and
          to
          consummate the transactions contemplated hereby and thereby. The execution,
          delivery and performance by each Company of each of the Transaction Documents
          to
          which it is a party have been duly authorized by all necessary corporate
          action
          on the part of such Company. This Agreement and the other Transaction Documents
          have been duly and validly executed and delivered by each Company and constitute
          legal, valid and binding obligations of such Company, enforceable against
          such
          Company in accordance with their respective terms subject to applicable
          bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
          creditors’ rights and remedies generally and subject, as to enforceability, to
          general principles of equity (regardless of whether enforcement is sought
          in a
          proceeding at law or in equity).

         

        Section
          3.3.  Capitalization;
          Subsidiaries.
          Each
          Member has been validly admitted as a member of each Company and granted
          the
          percentage interest of membership interests of such Company as set forth
          in the
          operating agreement of such Company. All membership interests of each Company
          are owned beneficially by the Members. No membership interests have been
          issued
          in violation of any preemptive rights. No Company has any outstanding or
          authorized options, warrants, purchase rights, subscription rights, conversion
          rights, exchange rights, preemptive rights or other contracts or commitments
          that could require such Company to issue, sell, or otherwise cause to become
          outstanding any of its membership interests or securities convertible or
          exchangeable for, or any options, warrants, or rights to purchase, any
          of such
          membership interests. There are no outstanding obligations of any Company
          to
          repurchase, redeem or otherwise acquire any of its membership interests.
          There
          are no outstanding or authorized ownership appreciation, phantom equity,
          profit
          participation or similar rights with respect to any Company. Section 3.3
          of the
          Disclosure Schedule sets forth any direct or indirect interest in any
          corporation, partnership, joint venture or other Person owned by any
          Company.

         

        Section
          3.4.  Records.

         

        (a)
          The
          Companies have delivered to Purchaser true, correct and complete copies
          of the
          articles of organization or other charter document (certified by the Secretary
          of State or other appropriate official of the applicable jurisdiction of
          organization) and operating agreement (certified by the secretary, assistant
          secretary or other appropriate officer) of each Company and each
          Subsidiary.

         

        (b)
          Except as described in Section 3.4(b) of the Disclosure Schedule, neither
          any
          Company or Subsidiary nor the equityholders of any Company or Subsidiary
          have
          taken any material action of a governance nature.

         

        (c)
          Each
          Company and Subsidiary maintains a standard system of accounting established
          and
          administered in accordance with GAAP. The books, records and accounts of
          each
          Company and Subsidiary accurately and fairly reflect, in reasonable detail,
          the
          transactions and the assets and liabilities of such entity with respect
          to its
          business. Neither any Company nor any Subsidiary has engaged in any material
          transaction with respect to its business, maintained any bank account for
          its
          business or used any of its funds, except for transactions, bank accounts
          and
          funds which have been and are reflected in its normally maintained books,
          records and accounts. Each Company and Subsidiary maintains a system of
          internal
          accounting control sufficient to provide reasonable assurances that (i)
          transactions are executed in accordance with management’s general or specific
          authorization, (ii) transactions are recorded as necessary to permit preparation
          of financial statements in conformity with GAAP (or in the case of foreign
          entities, in accordance with International Accounting Standards), (iii)
          access
          to assets, properties, books, records and accounts is permitted only in
          accordance with management’s general or specific authorization, and (iv) the
          recorded accounting for assets is compared with the existing assets at
          reasonable intervals and appropriate action is taken with respect to any
          differences.

         

        Section
          3.5.  Conflicts;
          Consents of Third Parties.
          The
          execution and delivery by each Company of this Agreement and the other
          Transaction Documents to which it is a party, the consummation of the
          transactions contemplated hereby or thereby, and compliance by each Company
          with
          the provisions hereof or thereof will not (i) conflict with, or result
          in the
          breach of, any provision of the Organizational Documents of such Company
          or any
          of its Subsidiaries; (ii) conflict with, violate, result in the breach or
          termination of, or constitute a default under any Contract to which such
          Company
          or any of its Subsidiaries is a party or by which such Company or any of
          its
          Subsidiaries or its properties or assets is bound, or require a Consent
          from any
          Person in order to avoid any such conflict, violation, breach, termination
          or
          default; (iii) violate any Law or any Order by which such Company or any
          of its
          Subsidiaries is bound; or (iv) result in the creation of any Lien upon
          the properties or assets of such Company or any of its Subsidiaries. No
          Permit, Order, waiver, declaration or filing with, or notification to any
          Person, including without limitation any Governmental Body, is required
          on the
          part of such Company or any of its Subsidiaries in connection with the
          execution, delivery and performance of this Agreement or the other Transaction
          Documents to which it is a party, or the compliance by such Company or
          any of
          its Subsidiaries with any of the provisions hereof or thereof.

         

        Section
          3.6.  Financial
          Statements.
          Included in Section 3.6 of the Disclosure Schedule are (i) the reviewed
          balance sheets of the Companies and the Subsidiaries as at December 31,
          2004,
          2005 and 2006 and the related reviewed statements of income and of cash
          flows of
          the Companies and the Subsidiaries for the years then ended and (ii) the
          unaudited and unreviewed balance sheet of the Companies and the Subsidiaries
          as
          at April 30, 2007 and the related statements of income of the Companies
          and the
          Subsidiaries for the four-month period then ended and for the comparable
          periods
          in the prior year (such reviewed and unaudited and unreviewed statements,
          including the related notes and schedules thereto, are referred to herein
          as the
“Financial
          Statements”).
          The
          Financial Statements have been prepared from the books and records of the
          Companies and the Subsidiaries and fairly present in all material respects
          the
          financial position and results of operations, shareholders’ equity and cash
          flows of the Companies and the Subsidiaries as at the dates and for the
          periods
          reflected thereon in accordance with GAAP applied on a consistent basis
          (or in
          the case of foreign entities, in accordance with International Accounting
          Standards) throughout the periods indicated, except as may be indicated
          in the
          notes thereto and except, in the case of the unaudited and unreviewed financial
          statements, for the failure of the unaudited and unreviewed financial statements
          to include the footnotes required by GAAP, and subject to normal year-end
          adjustments that will not individually or in the aggregate be material.
          The
          financial forecasts for the Seller for the fiscal years 2007 included
          in Section 3.6 of the Disclosure Schedule (the “Projections”)
          were
          prepared based upon reasonable assumptions and reflect management’s good faith
          best estimate of the projected operating performance of the Companies and
          the
          Subsidiaries for such periods. The Projections are the most current financial
          forecasts prepared by the Companies and the Subsidiaries. All assumptions,
          projections and forecasts used in the preparation of the Projections are
          set
          forth therein and described in reasonable detail. No event has occurred
          and no
          facts or circumstances have arisen which make the assumptions, projections
          or
          forecasts, taken as a whole, upon which the Projections are based unreasonable
          or unrealistic. Purchaser acknowledges and agrees that (i) the Companies
          and the
          Subsidiaries and the Members make no guarantee or representation that the
          results estimated in the Projections will be realized, (ii) the factors
          upon
          which the assumptions and estimate were based may change from the date
          hereof
          and (iii) the results estimated in the Projections may differ materially
          from
          actual results.

         

        Section
          3.7.  No
          Undisclosed Liabilities.
          No
          Company or Subsidiary has any Liabilities except (a) to the extent
          specifically reflected and accrued for or specifically reserved against
          in the
          Balance Sheet and (b) for Liabilities incurred subsequent to the Balance
          Sheet
          Date in the ordinary course of business consistent with past custom and
          practice. 

         

        Section
          3.8.  Absence
          of Certain Developments.
          Since
          December 31, 2006 (and, with respect to clause (e) below, December 31,
          2005):

         

        (a)  there
          has
          not been any Company Material Adverse Change nor has there occurred any
          event
          which is reasonably likely to result in a Company Material Adverse
          Change;

         

        (b)  there
          has
          not been any damage, destruction or loss, whether or not covered by insurance,
          with respect to the property and assets of any Company or Subsidiary having
          a
          replacement cost of more than $5,000 for any single loss or $10,000 in
          the
          aggregate for any related losses;

         

        (c)  no
          Company or Subsidiary has made any change in the rate of compensation,
          commission, bonus or other direct or indirect remuneration payable, or
          paid or
          agreed or orally promised to pay, conditionally or otherwise, any bonus,
          incentive, retention or other compensation, retirement, welfare, fringe
          or
          severance benefit or vacation pay, to or in respect of any director, officer,
          employee, distributor or agent of any Company or Subsidiary, other than
          increases in the ordinary course of business consistent with past practice
          in
          the base salaries of employees of the Companies and the Subsidiaries other
          than
          officers or senior managers;

         

        (d)  no
          Company or Subsidiary has entered into any employment, deferred compensation,
          severance or similar agreement (nor amended any such agreement);

         

        (e)  there
          has
          not been any change by any Company or Subsidiary in accounting or Tax reporting
          principles, methods or policies or any settlement of any Tax
          controversy;

         

        (f)  no
          Company or Subsidiary has conducted its business other than in the ordinary
          course consistent with past practice;

         

        (g)  no
          Company or Subsidiary has entered into any other material
          transaction;

         

        (h)  no
          Company or Subsidiary has hired employees or engaged independent contractors
          to
          provide services for clients of the such Company or Subsidiary other than
          in the
          ordinary course of business consistent with, and at a level consistent
          with,
          past practice;

         

        (i)  no
          Company or Subsidiary has materially breached any Contract or materially
          amended
          any Contract;

         

        (j)  no
          Company or Subsidiary has failed to promptly pay and discharge current
          Liabilities except where disputed in good faith in an appropriate
          manner;

         

        (k)  no
          Company or Subsidiary has made any loans, advances or capital contributions
          to,
          or investments in, any Person or paid any fees or expenses to any Affiliate
          of
          such Company or Subsidiary other than intercompany transactions in the
          ordinary
          course of business consistent with past practice;

         

        (l)  no
          Company or Subsidiary has mortgaged, pledged or subjected to any Lien any
          of its
          assets, or acquired any assets or sold, assigned, transferred, conveyed,
          leased
          or otherwise disposed of any assets of such Company or Subsidiary except
          for
          assets acquired or sold, assigned, transferred, conveyed, leased or otherwise
          disposed of in the ordinary course of business consistent with past
          practice;

         

        (m)  no
          Company or Subsidiary has discharged or satisfied any Lien, or paid any
          obligation or Liability, except in the ordinary course of business consistent
          with past practice and which, in the aggregate, are not material to the
          Companies and the Subsidiaries;

         

        (n)  no
          Company or Subsidiary has canceled or compromised any debt or claim or
          amended,
          canceled, terminated, relinquished, waived or released any Contract or
          right
          except in the ordinary course of business consistent with past practice
          and
          which, in the aggregate, are not material to the Companies and the
          Subsidiaries;

         

        (o)  no
          Company or Subsidiary has made or committed to make any capital expenditures
          or
          capital additions or improvements in excess of $10,000 individually or
          in the
          aggregate, except as set forth in the Disclosure Schedule, or otherwise
          in the
          ordinary course of business consistent with past practices;

         

        (p)  no
          Company or Subsidiary has entered into any prepaid services transactions
          with
          any of its customers or otherwise accelerated revenue recognition or the
          sales
          of its services for periods prior to the Closing; 

         

        (q)  no
          Company or Subsidiary has amended any of its Organizational
          Documents;

         

        (r)  no
          Company or Subsidiary has issued any equity securities or any security
          exercisable or exchangeable for or convertible into equity securities of
          the
          such Company or Subsidiary; and

         

        (s)  no
          Company or Subsidiary has entered into any agreements to do or perform
          in the
          future any actions referred to in this Section 3.8 which have not been
          consummated as of the date hereof.

         

        Section
          3.9.  Taxes.
          

         

        (a)  Each
          Company and Subsidiary has timely filed with the appropriate taxing authorities
          all Tax Returns that it has been required to file. All such Tax Returns
          are
          true, correct and complete in all respects. All Taxes owed by the Companies
          and
          the Subsidiaries (whether or not shown on any Tax Return) have been paid.
          Adequate reserves have been established on the Financial Statements to
          provide
          for the payment of any Taxes which are not yet due and payable with respect
          to
          the Companies and the Subsidiaries for taxable periods or portions thereof
          ending on or before December 31, 2006. No Company or Subsidiary is the
          beneficiary of any extension of time within which to file any Tax Return.
          No
          claim has ever been made by an authority in a jurisdiction where any Company
          or
          Subsidiary does not file Tax Returns that it is or may be subject to taxation
          by
          that jurisdiction. There are no Liens on any of the assets of any Company
          or
          Subsidiary that have arisen in connection with any failure (or alleged
          failure)
          to pay any Tax.

         

        (b)  Each
          Company and each Subsidiary has withheld and paid to the appropriate taxing
          authority or other Governmental Body all Taxes required to have been withheld
          and paid in connection with amounts paid or owing to any employee, independent
          contractor, creditor, stockholder, or other third party.

         

        (c)  No
          Company or Subsidiary has waived or extended any statute of limitations
          in
          respect of Taxes or agreed to any extension of time with respect to the
          assessment, payment or collection of any Tax.

         

        (d)  To
          the
          extent that any Company or Subsidiary incurs Taxes after the date hereof
          with
          respect to periods or portions thereof ending on or prior to the Closing
          Date,
          such Company or Subsidiary shall pay all such Taxes on or prior to the
          Closing
          Date in compliance with all applicable laws and regulations, or if such
          Taxes
          are not yet due and payable on such date, the amount of such Taxes shall
          be
          accrued on the Closing Date Balance Sheet.

         

        (e)  None
          of
          the properties or assets of any Company or Subsidiary is property which,
          for Tax
          purposes, is required to be treated as owned by another Person. No Company
          or
          Subsidiary is an obligor on, and none of its assets have been financed
          directly
          or indirectly by, any tax-exempt bonds. No property or assets of any Company
          or
          Subsidiary is “tax-exempt use property” within the meaning of Section 168(h) of
          the Code. 

         

        (f)  No
          deficiency or proposed adjustment which has not been settled or otherwise
          resolved for any amount of Taxes has been asserted or assessed by any taxing
          authority or other Governmental Body against any Company or Subsidiary.
          There
          has not been, within the past five calendar years, an audit, examination
          or
          written notice of potential examination of any Tax Returns filed by any
          Company
          or Subsidiary. 

         

        (g)  There
          is
          no action, suit, examination, investigation, Governmental Body proceeding,
          or
          audit or claim for refund in progress, pending, proposed or threatened
          against
          or with respect to any Company or Subsidiary regarding Taxes.

         

        (h)  Neither
          the Companies nor any of their Subsidiaries has agreed to or been required
          to
          make any adjustment pursuant to Section 481(a) of the Code or any corresponding
          provision of state, local or foreign law by reason of any change in accounting
          method initiated by it or on its behalf; no taxing authority has proposed
          any
          such adjustment or change in accounting method; and no Company or Subsidiary
          has
          an application pending with any taxing authority requesting permission
          for any
          change in accounting method. No Company or Subsidiary will be required
          (A) as a
          result of a change in method of accounting for a taxable period ending
          on or
          prior to the Closing Date, to include any adjustment under Section 481(c)
          of the
          Code in taxable income for any taxable period (or portion thereof) beginning
          after the Closing or (B) as a result of any “closing agreement,” as described in
          Section 7121 of the Code, to include any item of income or exclude any
          item of
          deduction from any taxable period (or portion thereof) beginning after
          the
          Closing.

         

        (i)  No
          Company or Subsidiary has been a member of an affiliated group (as defined
          in
          Section 1504 of the Code), filed or been included in a combined, consolidated
          or
          unitary income Tax Return, and is not a partner, member, owner or beneficiary
          of
          any entity treated as a partnership or a trust for Tax purposes. No Company
          or
          Subsidiary has liability for Taxes of any person under Treasury Regulations
          Section 1.1502-6 or similar state or local laws, as a successor or transferee,
          by contract or otherwise.

         

        (j)  No
          Company or Subsidiary is a party to or bound by any Tax allocation or Tax
          sharing agreement and has no contractual obligation to indemnify any other
          Person with respect to Taxes.

         

        (k)  No
          Company or Subsidiary is nor has been a United States real property holding
          corporation within the meaning of Section 897(c)(2) of the Code during
          the
          applicable period specified in Section 897(c)(1)(A)(ii) of the
          Code.

         

        (l)  True,
          correct and complete copies of all income and sales Tax Returns filed by
          or with
          respect to each Company and Subsidiary for taxable periods ending on or
          after
          December 31, 2004 have been furnished or made available to
          Purchaser.

         

        (m)  No
          Company or Subsidiary has participated in any reportable transaction as
          contemplated in Treasury Regulations Section 1.6011-4.

         

        (n)  No
          Company or Subsidiary has taken any action that is not in accordance with
          past
          practice that could defer a liability for Taxes of such Company or Subsidiary
          from any taxable period ending on or before the Closing Date to any taxable
          period ending after such date.

         

        (o)  No
          Company or Subsidiary is required to include any item of income for any
          taxable
          period ending after the Closing as a result of an installment sale, open
          transaction or prepaid amount received on or prior to Closing Date.

         

        (p)  No
          Company or Subsidiary has distributed any equity or had any equity distributed
          in transaction that could be governed in whole or part by Section 355 or
          361 of
          the Code.

         

        (q)  No
          Company or Subsidiary is subject to Tax, or has a permanent establishment,
          in
          any foreign jurisdiction.

         

        (r)  No
          Company or Subsidiary has any pending ruling requests filed by it or on
          its
          behalf with any taxing authority or Governmental Body. 

         

        (s)  No
          Company or Subsidiary has ever been a personal holding company within the
          meaning of Section 542 of the Code. 

         

        Section
          3.10.  Real
          Property.

         

        (a)  No
          Company or Subsidiary owns in fee any real property or interest in real
          property. Section 3.10 of the Disclosure Schedule sets forth a complete
          list of
          all real property and interests in real property leased by any Company
          or
          Subsidiary (individually, a “Real
          Property Lease”
and
          the
          real properties specified in such leases being referred to herein individually
          as a “Company
          Property”
and
          collectively as the “Company
          Properties”)
          as
          lessee. The Company Properties constitutes all interests in real property
          currently used or currently held for use in connection with the Business
          or
          which are necessary for the continued operation of the Business as the
          Business
          is currently conducted and proposed to be conducted. A Company or Subsidiary
          has
          a valid and enforceable leasehold interest under each of the Real Property
          Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium
          and similar laws affecting creditors’ rights and remedies generally and subject,
          as to enforceability, to general principles of equity (regardless of whether
          enforcement is sought in a proceeding at law or in equity). No Company
          or
          Subsidiary has received any written notice of any default or event that
          with
          notice or lapse of time, or both, would constitute a default under any
          of the
          Real Property Leases and each Company and Subsidiary and, to the Company's
          Knowledge, each other party thereto is in compliance with all obligations
          of
          such party thereunder. All of the Company Property, buildings, fixtures
          and
          improvements thereon owned or leased by the Companies and Subsidiaries
          are in
          good operating condition and repair (subject to normal wear and tear).
          The
          Companies have delivered or otherwise made available to Purchaser true,
          correct
          and complete copies of the Real Property Leases, together with all amendments,
          modifications or supplements, if any, thereto.

         

        (b)  Each
          Company and Subsidiary has all certificates of occupancy and Permits of
          any
          Governmental Body necessary or useful for the current use and operation
          of each
          Company Property used by it, and such Company or Subsidiary has fully complied
          with all conditions of the Permits applicable to it. No default or violation,
          or
          event that with the lapse of time or giving of notice or both would become
          a
          default or violation, has occurred in the due observance of any
          Permit.

         

        Section
          3.11.  Tangible
          Personal Property; Title; Sufficiency of Assets.

         

        (a)  Section
          3.11 of the Disclosure Schedule lists all leases of personal property
          (“Personal
          Property Leases”)
          involving annual payments in excess of $5,000 relating to personal property
          used
          by any Company or Subsidiary or to which any Company or Subsidiary is a
          party or
          by which the properties of any Company or Subsidiary are bound. The Companies
          has delivered or otherwise made available to the Purchaser true, correct
          and
          complete copies of the Personal Property Leases, together with all amendments,
          modifications or supplements thereto.

         

        (b)  Each
          Company and Subsidiary has a valid leasehold interest under each of the
          Personal
          Property Leases under which it is a lessee, subject to applicable bankruptcy,
          insolvency, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally and subject, as to enforceability, to general
          principles of equity (regardless of whether enforcement is sought in a
          proceeding at law or in equity), and there is no default under any Personal
          Property Lease by such Company or Subsidiary, or, to the Knowledge of the
          Companies, by any other party thereto, and no event has occurred that with
          the
          lapse of time or the giving of notice or both would constitute a default
          thereunder, and such Companies or Subsidiary and to the Knowledge of the
          Companies, each other party thereto is in compliance in all material respects
          with all obligations of such Company or Subsidiary or such other party,
          as the
          case may be, thereunder. 

         

        (c)  Each
          Companies and Subsidiary has good and marketable title to all the Assets
          used in
          the Business as of the date hereof (which include, without limitation,
          all of
          the assets reflected in the Balance Sheet), free and clear of any and all
          Liens
          other than the Permitted Encumbrances. All tangible personal property included
          in such assets, and all of the items of tangible personal property used
          by any
          Company or Subsidiary under the Personal Property Leases, are in working
          order
          and in a state of good maintenance and repair (ordinary wear and tear excepted)
          and are in all material respects suitable for the purposes used. The assets
          of
          the Companies and the Subsidiaries include all assets, rights and interests
          reasonably required for the continued conduct of the Business by the Companies
          and the Subsidiaries as now being conducted and proposed to be
          conducted.

         

        Section
          3.12.  Intellectual
          Property.

         

        (a)  Each
          Company or Subsidiary owns, free and clear from all Liens (other than Permitted
          Encumbrances) or otherwise possesses legally enforceable rights to use
          all of
          the Intellectual Property reasonably necessary to the conduct of business
          of
          such Company or Subsidiary as currently conducted or proposed to be conducted.
          The Intellectual Property owned by each Company or Subsidiary (“Owned
          Intellectual Property”)
          and
          the Intellectual Property licensed to the Companies or their Subsidiaries
          comprise all of the Intellectual Property that is used in or is reasonably
          necessary to conduct the business of the Companies and the Subsidiaries
          as
          currently conducted or proposed to be conducted.

         

        (b)  Section
          3.12(b)(i) of the Disclosure Schedule sets forth a true, complete and correct
          list of all Owned Intellectual Property for which a registration or application
          has been filed with a Governmental Body, including patents, trademarks,
          service
          marks and copyrights, issued by or registered with, or for which any application
          for issuance or registration thereof has been filed with, any Governmental
          Body.
          Section 3.12(b)(ii) of the Disclosure Schedule sets forth a complete and
          correct
          list of all trademarks, service marks and other trade designations that
          are
          Owned Intellectual Property and not otherwise identified in Section 3.12(b)(i)
          of the Disclosure Schedule. Section 3.12(b)(iii) of the Disclosure Schedule
          also
          sets forth a complete and correct list of all written or oral licenses
          and
          arrangements (other than ordinary course licenses of commercially available
          software), (A) pursuant to which the use by any Person of Intellectual
          Property is permitted by any Company or Subsidiary or (B) pursuant to which
          the use by any Company or Subsidiary of Intellectual Property is permitted
          by
          any Person (collectively, the “Intellectual
          Property Licenses”).
          The
          Intellectual Property Licenses are in full force and effect. 

         

        (c)  The
          continued operation of the Business as presently conducted or reasonably
          expected to be conducted does not interfere with, infringe upon, misappropriate,
          or otherwise come into conflict with, any Intellectual Property rights
          of third
          parties. 

         

        (d)  There
          is
          no claim or demand of any Person pertaining to, or any proceeding which
          is
          pending or, to the Knowledge of the Companies, threatened, that challenges
          the
          rights of any Company or Subsidiary in respect of any Owned Intellectual
          Property, or claims that any default exists under any Intellectual Property
          License.

         

        (e)  All
          of
          the copyrights in any of the products of any Company or Subsidiary (including
          but not limited to any works of authorship incorporated in or distributed
          with
          such products) are owned by or licensed to such Company or Subsidiary and,
          if
          licensed, are subject to Intellectual Property Licenses that are in full
          force
          and effect.

         

        (f)  All
          Employees of any Company or Subsidiary and all other Persons involved in
          the
          development of Owned Intellectual Property, including computer programs
          and
          software (including source code, object code and databases), have entered
          into
          confidentiality and assignment of inventions agreements substantially in
          the
          form included in Section 3.12 of the Disclosure Schedule.

         

        (g)  No
          Company or Subsidiary has created any Intellectual Property under contract
          with
          U.S. government customers.

         

        Section
          3.13.  Contracts.
          (a)
          Section 3.13 of the Disclosure Schedule sets forth all of the Contracts
          to which
          any Company or Subsidiary is a party or by which it is bound and categorizes
          such Contracts by the types described below: (i) Contracts relating to
          the
          employment of any Person, or any bonus, deferred compensation, pension,
          profit
          sharing, stock option, employee stock purchase, retirement, retention,
          severance, change of control or other employee benefit plan or arrangement;
          (ii)
          Contracts other than those described in clause (i) with any current or
          former
          officer, director or employee of any Company or Subsidiary, or any Affiliate
          of
          any Company or Subsidiary or any such Person; (iii) Contracts with any
          employee
          or labor union or association representing any employee; (iv) Contracts
          relating to capital expenditures other than Contracts not exceeding $2,500
          individually or $5,000 in the aggregate; (v) Contracts entered into within
          the
          last five years relating to the acquisition or disposition of any equity
          interests in or, except in the ordinary course of business, assets of any
          Person; (vi) joint venture or partnership agreements; (vii) Contracts limiting
          the ability of any Company or Subsidiary to engage in any line of business
          or to
          compete with any Person or to conduct business in any geographical area
          or to
          solicit any Person for employment; (viii) Contracts relating to the
          confidentiality or limitation on use of any information; (ix) Contracts
          relating
          to any indebtedness of any Company or Subsidiary (other than accounts payable
          to
          trade creditors in the ordinary and usual course of business consistent
          with
          past custom and practice), including credit facilities, promissory notes,
          security agreements, and other credit support arrangements; (x) Contracts
          relating to any loan (other than accounts receivable from trade debtors
          in the
          ordinary and usual course of business consistent with past custom and practice)
          or advance to (other than ordinary course travel allowances to the employees
          of
          any Company or Subsidiary), or investments in, any Person; (xi) Contracts
          relating to any guarantee or other contingent Liability in respect of any
          indebtedness or obligation of any Person (other than the endorsement of
          negotiable instruments for collection in the ordinary and usual course
          of
          business consistent with past custom and practice); (xii) all customer
          Contracts; (xiii) any license agreement relating in whole or in part to
          Intellectual Property (other than standard “off-the-shelf” or “shrink-wrap”
license agreements); (xiv) any Contract which involves aggregate payments
          of
          $2,500 or more or which is not cancelable without penalty within 120 days,
          (xv)
          any Contracts not described above outside the ordinary and usual course
          of
          business consistent with past custom and practice; and (xvi) all other
          Contracts. There are no outstanding powers of attorney executed on behalf
          of any
          Company or Subsidiary.

         

        (b) Correct
          and complete copies of the items required to be set forth in Section 3.13
          of the
          Disclosure Schedule have previously been furnished to Parent. All of the
          Companies’ and any of their Subsidiaries’ Contracts (including all Real Property
          Leases) shall, following the Closing, remain enforceable by the applicable
          Companies and Subsidiaries and binding on the other parties thereto, without
          the
          Consent of any third party. No Company or Subsidiary is in default, nor
          has any
          event occurred which, with the giving of notice or the passage of time
          or both,
          would constitute a default, under any Contract or any other obligation
          owed by
          any Company or Subsidiary, and no event has occurred which, with the giving
          of
          notice or the passage of time or both, would constitute a default by any
          other
          party to any such Contract. Each of the Contracts disclosed in Section
          3.13 of
          the Disclosure Schedule is in full force and effect, is valid and enforceable
          in
          accordance with its terms and is not subject to any claims, charges, setoffs
          or
          defenses. 

         

        Section
          3.14.  Employee
          Benefits.
          

         

        (a)  Section
          3.14 of the Disclosure Schedule sets forth a complete and correct list
          of (i)
          all “employee benefit plans,” as defined in Section 3(3) of the Employee
          Retirement Income Security Act of 1974, as amended (“ERISA”),
          and
          any other pension plans or employee benefit agreements, arrangements, programs
          or payroll practices (including without limitation severance pay, other
          termination benefits or compensation, vacation pay, company awards, salary
          continuation for disability, sick leave, retirement, deferred compensation,
          bonus or other incentive compensation, stock purchase arrangements or policies,
          hospitalization, medical insurance, life insurance and scholarship programs)
          that is currently in effect or was maintained, sponsored or contributed
          to by
          any Company or Subsidiary within the last six years, or to which any Company
          or
          Subsidiary contributes or is obligated to contribute thereunder with respect
          to
          employees of any Company or Subsidiary, or that has been approved before
          the
          date hereof but is not yet effective (“Employee
          Benefit Plans”)
          and
          (ii) all “employee pension plans,” as defined in Section 3(2) of ERISA,
          maintained by any Company or Subsidiary or any trade or business (whether
          or not
          incorporated) which are under control, or which are treated as a single
          employer, of any Company or Subsidiary under Section 414(b), (c), (m) or
          (o) of
          the (“ERISA
          Affiliate”)
          or to
          which any Company or Subsidiary or any ERISA Affiliate contributed or is
          obligated to contribute thereunder (“Pension
          Plans”)
          within
          the last six years. Section 3.14 of the Disclosure Schedule identifies,
          in
          separate categories, Employee Benefit Plans or Pension Plans that are
          (i) subject to Section 4063 and 4064 of ERISA (“Multiple
          Employer Plans”),
          (ii)
          multiemployer plans (as defined in Section 4001(a)(3) of ERISA) (“Multiemployer
          Plans”)
          or
          (iii) “benefit plans”, within the meaning of Section 5000(b)(1) of the Code
          providing continuing benefits after the termination of employment (other
          than as
          required by Section 4980B of the Code or Part 6 of Title I of ERISA and
          at the
          former employee’s or his beneficiary’s sole expense).

         

        (b)  Neither
          any Company or Subsidiary nor any ERISA Affiliate maintains, sponsors,
          or
          contributes, or has, within the past six years, maintained, sponsored or
          had any
          obligation to contribute to, for the benefit of current or former employees
          a
          defined benefit plan subject to Title IV of ERISA, (ii) any Multiemployer
          Plan
          or (iii) any Multiple Employer Plan.

         

        (c)  Each
          of
          the Employee Benefit Plans and Pension Plans intended to qualify under
          Section
          401 of the Code (“Qualified
          Plans”)
          so
          qualifies and has received a determination letter from the IRS to such
          effect
          and the trusts maintained thereto are exempt from federal income taxation
          under
          Section 501 of the Code and nothing has occurred or is expected to occur
          with
          respect to the operation of any such plan which caused or would cause the
          loss
          of such qualification or exemption or the imposition of any liability,
          penalty
          or tax under ERISA or the Code.

         

        (d)  All
          contributions and premiums required by Law or by the terms of any Employee
          Benefit Plan or Pension Plan or any agreement relating thereto have been
          timely
          made (without regard to any waivers granted with respect thereto) to any
          funds
          or trusts established thereunder or in connection therewith, and no accumulated
          funding deficiencies exist in any of such plans.

         

        (e)  There
          has
          been no violation of or failure to comply with ERISA or the Code with respect
          to
          the filing of applicable returns, reports, documents and notices regarding
          any
          of the Employee Benefit Plans or Pension Plans with the DOL, the IRS, the
          PBGC
          or any other Governmental Body or the furnishing of such notices or documents
          to
          the participants or beneficiaries of the Employee Benefit Plans or Pension
          Plans.

         

        (f)  True,
          correct and complete copies of the following documents, with respect to
          each of the Employee Benefit Plans and Pension Plans, have been delivered
          to
          Purchaser: (A) any plans and related trust documents (all amendments thereto),
          investment management agreements, administrative service contracts, group
          annuity contracts, insurance contracts, collective bargaining agreements
          and
          employee handbooks, (B) the most recent Forms 5500 for the past three years
          and
          schedules thereto, (C) the most recent financial statements and actuarial
          valuations for the past three years, (D) the most recent IRS determination
          letter, (E) the most recent summary plan descriptions (including letters
          or
          other documents updating such descriptions) and (F) written descriptions
          of all
          non-written agreements relating to the Employee Benefit Plans and Pension
          Plans.

         

        (g)  There
          are
          no pending Legal Proceedings which have been asserted or instituted or,
          to the
          Knowledge of the Companies, threatened against any of the Employee Benefit
          Plans
          or Pension Plans, the assets of any such plans or of any related trust
          or any
          Company or Subsidiary, the plan administrator or any fiduciary of the Employee
          Benefit Plans or Pension Plans with respect to the operation of such plans
          (other than routine, uncontested benefit claims), and there are no facts
          or
          circumstances which could form the basis for any such Legal Proceeding.
          No
          Employee Benefit Plan or Pension Plan is under audit or investigation by
          the
          IRS, DOL, or any other Government Body and no such completed audit, if
          any, has
          resulted in the imposition of Tax, interest, or penalty.

         

        (h)  Each
          of
          the Employee Benefit Plans and Pension Plans complies with and has been
          maintained in accordance with its terms and all provisions of applicable
          Law,
          including ERISA and the Code, and all reporting and disclosure requirements
          have
          been satisfied on a timely basis.

         

        (i)  The
          Companies, each Subsidiary and any ERISA Affiliate which maintains a “group
          health plan” within the meaning of Section 5000(b)(1) of the Code and each plan
          sponsor or administrator has complied with the COBRA reporting, disclosure,
          notice, election, and other benefit continuation and coverage requirements
          of
          Section 4980B of the Code or Part 6 of Title I of ERISA and the applicable
          regulations thereunder and any comparable state laws, and has not incurred
          any
          direct or indirect liability, and is not subject to any loss, assessment
          or
          excise tax, penalty, loss of federal income tax deduction or other sanction
          arising on account of or in respect of any direct or indirect failure at
          any
          time to comply with any such federal or state benefit continuation coverage
          requirements.

         

        (j)  Neither
          any Company or Subsidiary nor a “party in interest” or “disqualified person”
with respect to the Employee Benefit Plans or Pension Plans has engaged
          in a
“prohibited transaction” within the meaning of Section 4975 of the Code or
          Section 406 of ERISA which has subjected or could subject any Company or
          Subsidiary, any ERISA Affiliates, Purchaser, Parent or any trustee,
          administrator or other fiduciary to a tax penalty on prohibited transaction
          or
          any other liabilities with respect thereto.

         

        (k)  Neither
          the execution and delivery of this Agreement nor the consummation of the
          transactions contemplated hereby will (i) result in any payment becoming
          due to
          any employee; (ii) increase any benefits otherwise payable under any Employee
          Benefit Plan or Pension Plan; or (iii) result in the acceleration of the
          time of
          payment or vesting of any such benefits.

         

        (l)  No
          security issued by any Company or Subsidiary forms or has formed any part
          of the
          assets of any Employee Benefit Plan or Pension Plan.

         

        (m)  The
          consummation of the transactions contemplated by this Agreement will not
          give
          rise to any liability for termination of any agreements related to any
          Employee
          Benefit Plan or Pension Plan.

         

        (n)  No
          amounts payable under any Employee Benefit Plan and Pension Plan or any
          other
          agreement will fail to be deductible for federal income tax purposes by
          virtue
          of Section 280G of the Code.

         

        (o)  Each
          Employee Benefit Plan or Pension Plan that purports to provide benefits
          which
          qualify for tax-favored treatment under Sections 79, 105, 106, 117, 120,
          125,
          127, 129, and 132 of the Code satisfies the requirements of said
          Section(s).

         

        (p)  Each
          Employee Benefit Plan or any other agreement that purports to defer income
          complies with Section 409A of the Code.

         

        (q)  Each
          Employee Benefit Plan, or Pension Plan, its related trust and insurance
          agreement may be unilaterally amended or terminated on no more than 90
          days
          notice.

         

        Section
          3.15.  Labor.

         

        (a)  No
          Company or Subsidiary is a party to any labor or collective bargaining
          agreement
          and there are no labor or collective bargaining agreements which pertain
          to
          employees of any Company or Subsidiary.

         

        (b)  No
          employees of any Company or Subsidiary are represented by any labor
          organization. No labor organization or group of employees of any Company
          or
          Subsidiary has made a pending demand for recognition, and there are no
          representation proceedings or petitions seeking a representation proceeding
          presently pending or, to the Knowledge of the Companies, threatened to
          be
          brought or filed, with the National Labor Relations Board or other labor
          relations tribunal. There is no organizing activity involving any Company
          or
          Subsidiary pending or, to the Knowledge of the Companies, threatened by
          any
          labor organization or group of employees of any Company or
          Subsidiary.

         

        (c)  There
          are
          no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or
          (ii)
          grievances or other labor disputes pending or, to the Knowledge of the
          Companies, threatened against or involving any Company or Subsidiary. There
          are
          no unfair labor practice charges, grievances or complaints pending or,
          to the
          Knowledge of the Companies, threatened by or on behalf of any employee
          or group
          of employees of any Company or Subsidiary.

         

        (d)  There
          are
          no complaints, charges or claims against any Company or Subsidiary pending
          or,
          to the Knowledge of the Companies, threatened which could be brought or
          filed,
          with any public or Governmental Body based on, arising out of, in connection
          with, or otherwise relating to the employment or termination of employment
          by
          any Company or Subsidiary, of any individual.

         

        (e)  Each
          Company and Subsidiary is in compliance with all Laws and Orders relating
          to the
          employment of labor, including all such Laws and orders relating to wages,
          hours, the Worker Adjustment and Retraining Notification Act and any similar
          state, local or foreign “plant closing” Law (“WARN”),
          collective bargaining, discrimination, civil rights, safety and health,
          worker’s
          compensation, payment of overtime wages and the collection and payment
          of
          withholding and/or social security taxes and any similar tax.

         

        (f)  To
          the
          Knowledge of the Companies, no executive, key employee, or group of employees
          currently has any plans to terminate employment with any Company or Subsidiary
          independently of or as a result of this Agreement.

         

        Section
          3.16.  Litigation.
          Except
          as set forth in Section 3.16 of the Disclosure Schedule, there is no suit,
          action, proceeding, investigation, complaint or claim pending or, to the
          Knowledge of the Companies, threatened against any Company or Subsidiary
          (or to
          the Knowledge of the Companies, pending or threatened against any of the
          officers, directors or key employees of any Company or Subsidiary in relation
          to
          any Company or Subsidiary or its business) before any court or other
          Governmental Body or any arbitral tribunal, nor to the Knowledge of the
          Companies, is there any reasonable basis for any such suit, action, proceeding,
          investigation, complaint or claim. No Company or Subsidiary has received
          any
          written opinion or memorandum or legal advice from legal counsel retained
          by any
          Company or Subsidiary to the effect that it is exposed, from a legal standpoint,
          to any Liability. No Company or Subsidiary is engaged in any legal action
          to
          recover monies due it or for damages sustained by it. Section 3.16 of the
          Disclosure Schedule sets forth a list of all closed litigation matters
          to which
          any Company or Subsidiary was a party during the five (5) years preceding
          the
          date hereof, the date such litigation was commenced or concluded, and the
          nature
          of the resolution thereof (including amounts paid in settlement or judgment).
          No
          Company or Subsidiary is subject to any Order of any Governmental
          Body.

         

        Section
          3.17.  Compliance
          with Laws; Permits.
          Each
          Company and Subsidiary is, and has at all times been, in compliance with
          all
          Laws applicable to it or the operation, use, occupancy or ownership of
          its
          assets or properties or the conduct of its business, and no Company or
          Subsidiary has received notice (written or oral) from any Governmental
          Body of,
          and has no Knowledge of, any failure to so comply. Each Company and Subsidiary
          holds all Permits necessary under Law for the conduct of such Company's
          or
          Subsidiary's business as currently conducted or proposed to be conducted,
          and
          the operations of the Companies and the Subsidiaries are not being conducted
          in
          violation of any Permit held by any of them. There is no investigation
          by a
          Governmental Body pending against or, to the Knowledge of the Companies,
          threatened against any Company or Subsidiary.

         

        Section
          3.18.  Environmental
          Matters.
          

         

        (a)
          The
          operations of the Companies and the Subsidiaries are in compliance with
          all
          applicable Environmental Laws and all Permits issued pursuant to Environmental
          Laws or otherwise (“Environmental
          Permits”);

         

        (b)
          The
          Companies and the Subsidiaries have obtained and currently maintain all
          Environmental Permits required under all applicable Environmental Laws
          necessary
          to operate the Business;

         

        (c)
          No
          Company or Subsidiary is the subject of any outstanding written Order or
          Contract with any Governmental Entity or other Person respecting
          (i) Environmental Laws, (ii) Remedial Action or (iii) any Release
          or threatened Release of a Hazardous Material;

         

        (d)
          Neither any Company nor any Subsidiary has received any written communication
          alleging either that it may be in violation of any Environmental Law or
          Environmental Permit or that it may have any liability under any Environmental
          Law;

         

        (e)
          Neither any Company nor any Subsidiary has incurred, assumed or undertaken
          any
          current contingent liability in connection with any Release of any Hazardous
          Materials into the indoor or outdoor environment (whether on-site or off-site)
          and there are no facts, circumstances or conditions relating to, arising
          out of
          or attributable to it that could give rise to liability under Environmental
          Laws;

         

        (f)
          There
          is not located at any of the properties of any Company or Subsidiary any
          (i)
          underground storage tanks, (ii) asbestos-containing material or (iii) equipment
          containing polychlorinated biphenyls; and

         

        (g)
          The
          Companies have provided to Parent all environmentally related audits, studies,
          reports, analyses, and results of investigations that have been performed
          with
          respect to the currently or previously owned, leased or operated properties
          of
          the Companies and the Subsidiaries.

         

        Section
          3.19.  Insurance.
          Section
          3.19 of the Disclosure Schedule includes a correct and complete list and
          description, including policy number, coverage and deductible, of all insurance
          policies owned by any Company or Subsidiary, correct and complete copies
          of
          which policies have previously been delivered to Purchaser. Such policies
          are in
          full force and effect, all premiums due thereon have been paid and no Company
          or
          Subsidiary is in default thereunder. No Company or Subsidiary has received
          any
          notice of cancellation or intent to cancel or increase or intent to increase
          premiums with respect to such insurance policies nor is there any basis
          for any
          such action. All such insurance policies contain coverage that is reasonably
          adequate and prudent in light of the risks inherent in the Business. Section
          3.19 of the Disclosure Schedule also contains a list of all pending claims
          and
          any claims in the past two (2) years with any insurance company by any
          Company
          or Subsidiary and any instances within the previous two (2) years of a
          denial of
          coverage of any Company or Subsidiary by any insurance company.

         

        Section
          3.20.  Receivables;
          Payables.

         

        (a)
          The
          accounts receivable of the Companies and the Subsidiaries reflected in
          the
          Financial Statements and/or Final Closing Working Capital Statement have
          arisen
          in bona fide arm’s-length transactions in the ordinary and usual course of
          business consistent with past custom and practice, and, subject to the
          allowance
          for doubtful accounts set forth in the Financial Statements or, if applicable,
          Final Closing Working Capital Statement, all such receivables are valid
          and
          binding obligations of the account debtors without any counterclaims, setoffs
          or
          other defenses thereto and are collectible in the ordinary and usual course
          of
          business consistent with past custom and practice. All such reserves, allowances
          and discounts were and are adequate and consistent in extent with the reserves,
          allowances and discounts previously maintained by the Companies and the
          Subsidiaries in the ordinary and usual course of business consistent with
          past
          custom and practice and determined in accordance with GAAP. All work-in-process
          or accrued billing reflected in the Financial Statements and/or Final Closing
          Working Capital Statement has been performed pursuant to a written customer
          order or contract therefor and shall become accounts receivable in due
          course,
          which shall be collectible for the full amount in the ordinary and usual
          course
          of business consistent with past custom and practice within sixty (60)
          days
          after billing at the full recorded amount thereof.

         

        (b)
          All
          accounts payable of the Companies and the Subsidiaries reflected on the
          Financial Statements and/or Final Closing Working Capital Statement are
          the
          result of bona fide transactions in the ordinary course of business and
          have
          been paid or are not yet due and payable, except for accounts payable that
          are
          being disputed in good faith in an appropriate manner.

         

        Section
          3.21.  Related
          Party Transactions.
          Except
          as described in Section 3.21 of the Disclosure Schedule, no Company or
          Subsidiary has loaned or borrowed any amounts from and or has outstanding
          any
          indebtedness or other similar obligations to or owing from any Affiliate
          of any
          Company or Subsidiary. Neither any Company or Subsidiary nor any Affiliate
          of
          any Company or Subsidiary nor any officer or employee of any of them (i)
          owns
          any direct or indirect interest of any kind in, or controls or is a director,
          officer, employee or partner of, or consultant to, or lender to or borrower
          from
          or has the right to participate in the profits of, any Person which is
          (A) a
          competitor, supplier, customer, landlord, tenant, creditor or debtor of
          any
          Company or Subsidiary, (B) engaged in a business related to the business
          of any
          Company or Subsidiary, or (C) a participant in any transaction to which
          any
          Company or Subsidiary is a party or (ii) is a party to any Contract with
          any
          Company or Subsidiary. No Company or Subsidiary has any Contract or
          understanding with any officer, director, employee or shareholder of any
          Company
          or Subsidiary, or any Affiliate of any such Person that relates, directly
          or
          indirectly, to the subject matter of any Transaction Document or the
          consideration payable thereunder or that contains any terms, provisions
          or
          conditions relating to the Companies’ entry into or performance of any
          Transaction Document (including any terms, provisions or conditions the
          consequences of which are dependent upon any of the matters addressed by
          Section
          1.5). 

         

        Section
          3.22.  Customers;
          Projects.
          Section
          3.22 of the Disclosure Schedule is a complete and correct list of all clients
          and customers of the Companies and the Subsidiaries as of January 31, 2007.
          Except as set forth on Section 3.22 of the Disclosure Schedule, no client
          or
          customer has cancelled or otherwise terminated reduced, or threatened to
          cancel
          or terminate or reduce, its relationship with any Company or Subsidiary.
          Section
          3.22 of the Disclosure Schedule includes a complete and accurate list of
          all
          projects or engagements (collectively, “Projects”)
          for
          which any Company or Subsidiary is currently engaged or proposed to be
          engaged.
          All current Projects (i) are bona fide business relationships or projects
          that a
          Company or Subsidiary is currently working on, and (ii) are proceeding
          according
          to plan and budget and are expected to be completed in a timely manner,
          for the
          full benefit thereof and without loss to any Company or Subsidiary or
          Parent.

         

        Section
          3.23.  No
          Misrepresentation.
          No
          representation or warranty of any Company and/or any Member contained in
          this
          Agreement or any other Transaction Document or in any Schedule hereto or
          thereto
          or in any certificate or other instrument furnished to Purchaser pursuant
          to the
          terms hereof or thereof contains any untrue statement of a material fact
          or
          omits to state a material fact necessary to make the statements contained
          herein
          or therein not misleading.

         

        Section
          3.24.  Financial
          Advisors.
          Except
          for obligations to AdMedia under the AdMedia Engagement Letter, no Company
          or
          Subsidiary has any Liability or obligation to pay any fees or commissions
          to any
          broker, finder or agent with respect to the transactions contemplated by
          this
          Agreement. The Members shall be solely responsible for any obligations
          described
          in this Section 3.24 and will jointly and severally indemnify and hold
          the
          Purchaser Indemnitees harmless from and against any Losses resulting from
          or
          arising out of or any such obligations or matters.

         

        Section
          3.25 Private
          Placement.
          Each
          Member is an “accredited investor” within the meaning of Rule 501 under the
          Securities Act. Each Member has sufficient knowledge and experience in
          investing
          in companies similar to Parent in terms of Parent's market capitalization
          and
          other relevant factors so as to be able to evaluate the risks and merits
          of its
          investment in Parent and it is able financially to bear the risks thereof.
          Each
          Member has had an opportunity to discuss the terms of the offering and
          sale of
          the Parent Shares and Parent's business, management and financial affairs
          with
          Parent's management and to obtain any additional information regarding
          the
          foregoing which Parent possesses or can acquire without unreasonable effort
          or
          expense. The Parent Shares are being acquired for the Members' own accounts
          and
          not with a view to, or the intention of, any distribution in violation
          of the
          Securities Act or any applicable state securities laws. Each Member understands
          that (i) the Parent Shares have not been registered under the Securities
          Act by
          reason of the issuance of the Parent Shares in a transaction exempt from
          the
          registration requirements of the Securities Act pursuant to Section 4(2)
          thereof
          or Rule 505 or 506 promulgated under the Securities Act, (ii) the Parent
          Shares
          must be held indefinitely unless a subsequent disposition thereof is registered
          under the Securities Act or is exempt from such registration, (iii) the
          Parent
          Shares will bear a legend to such effect and (iv) Parent will issue stop
          transfer instructions to its transfer agent to such effect.

         

        ARTICLE
          IV  

         

        


         

        REPRESENTATIONS
          AND WARRANTIES OF PURCHASER

         

        Purchaser
          represents and warrants to the Members that the following statements are
          correct
          and complete as of the date hereof. 

        


        Section
          4.1.  Organization.
          (a)
          Purchaser is a limited liability company duly organized, validly existing
          and in
          good standing under the laws of the State of Delaware. Purchaser is duly
          qualified or authorized to do business as a foreign company and is in good
          standing under the laws of each jurisdiction in which it owns or leases
          real
          property and each other jurisdiction in which the conduct of its business
          or the
          ownership of its properties requires such qualification or authorization,
          except
          where the failure to be so qualified or authorized would not have a material
          adverse effect on the business or assets of Purchaser.

         

        (b) Purchaser
          is a wholly-owned Subsidiary of Parent. Purchaser has conducted no material
          operations.

         

        Section
          4.2.  Authorization
          of Transaction.
          The
          execution, delivery and performance of the Transaction Documents to which
          Purchaser is a party have been duly authorized by all necessary action
          by or on
          behalf of Purchaser. Purchaser has full power and authority to execute
          and
          deliver this Agreement and each other Transaction Document to which it
          is a
          party, and to perform its obligations hereunder and thereunder. This Agreement
          and each Transaction Document to which Purchaser is or will be a party
          has been
          or will be duly and validly executed and delivered and constitutes the
          valid and
          legally binding obligation of Purchaser, enforceable against Purchaser
          in
          accordance with its terms, subject to applicable bankruptcy, insolvency,
          reorganization, moratorium and similar laws affecting creditors’ rights and
          remedies generally and subject, as to enforceability, to general principles
          of
          equity (regardless of whether enforcement is sought in a proceeding at
          law or in
          equity). Purchaser is not required to give any notice to, make any filing with,
          or obtain any authorization, consent, or approval of any Governmental Body
          in
          order to consummate the transactions contemplated by this Agreement and
          each
          such Transaction Document.

         

        Section
          4.3.  Noncontravention.
          Neither
          the execution and the delivery by Purchaser of this Agreement and the other
          Transaction Documents to which it is a party, nor the consummation of the
          transactions contemplated hereby and thereby on the part of Purchaser,
          will
          (i) violate any Law or any Order by which Purchaser is bound or any
          provision of its organizational documents or (ii) result in a breach of,
          constitute a default under, result in the acceleration of, create in any
          party
          the right to accelerate, terminate, modify, or cancel, or require any notice
          under any Contract to which Purchaser is a party or by which Purchaser
          is bound
          or to which any of its assets is subject. No Order, Permit or waiver, or
          declaration or filing with any Governmental Body is required on the part
          of
          Purchaser in connection with the execution, delivery and performance of
          this
          Agreement or the other Transaction Documents to which it is a party, or
          the
          compliance by Purchaser with any of the provisions hereof or
          thereof.

         

        Section
          4.4.  Brokers’
          Fees.
          Purchaser has no Liability or obligation to pay any fees or commissions
          to any
          broker, finder or agent with respect to the transactions contemplated by
          this
          Agreement. Purchaser shall be solely responsible for any obligations described
          in this Section 4.4 and will jointly and severally indemnify and hold the
          Shareholders harmless from and against any Losses resulting from or arising
          out
          of or any such obligations or matters.

         

        ARTICLE
          V  

         

        


         

        REPRESENTATIONS
          AND WARRANTIES OF PARENT

         

        Parent
          represents and warrants to the Members that the following statements are
          correct
          and complete as of the date hereof and as of the Closing Date. 

        


        Section
          5.1.  Organization.
          Parent
          is a corporation duly organized, validly existing and in good standing
          under the
          laws of the State of Delaware. Parent is duly qualified or authorized to
          do
          business as a foreign corporation and is in good standing under the laws
          of each
          jurisdiction in which it owns or leases real property and each other
          jurisdiction in which the conduct of its business or the ownership of its
          properties requires such qualification or authorization, except where the
          failure to be so qualified or authorized would not have a material adverse
          effect on the business or assets of Parent.

         

        Section
          5.2.  Authorization
          of Transaction.
          The
          execution, delivery and performance of the Transaction Documents to which
          Parent
          is a party have been duly authorized by all necessary action by Parent.
          Parent
          has full power and authority to execute and deliver this Agreement and
          each
          other Transaction Document to which it is a party, and to perform its
          obligations hereunder and thereunder. This Agreement and each Transaction
          Document to which Parent is a party has been or will be duly and validly
          executed and delivered and constitutes the valid and legally binding obligation
          of Parent, enforceable against Parent in accordance with its terms, subject
          to
          applicable bankruptcy, insolvency, reorganization, moratorium and similar
          laws
          affecting creditors’ rights and remedies generally and subject, as to
          enforceability, to general principles of equity (regardless of whether
          enforcement is sought in a proceeding at law or in equity). Parent is not
          required to give any notice to, make any filing with, or obtain any
          authorization, consent, or approval of any Governmental Body in order to
          consummate the transactions contemplated by this Agreement and each other
          Transaction Document.

         

        Section
          5.3.  Noncontravention.
          Neither
          the execution and the delivery by Parent of this Agreement and each other
          Transaction Document to which it is or will be a party, nor the consummation
          of
          the transactions contemplated hereby and thereby on the part of Parent,
          will
          (i) violate any Law or any Order by which Parent is bound or any provision
          of its organizational documents or (ii) result in a breach of, constitute
          a
          default under, result in the acceleration of, create in any party the right
          to
          accelerate, terminate, modify, or cancel, or require any notice under any
          Contract to which Parent is a party or by which Parent is bound or to which
          any
          of its assets is subject. No Order, Permit or waiver, or declaration or
          filing
          with any Governmental Body is required on the part of Parent in connection
          with
          the execution, delivery and performance of this Agreement or the other
          Transaction Documents to which it is a party, or the compliance by Parent
          with
          any of the provisions hereof or thereof.

         

        Section
          5.4.  Status
          of the Shares.
          The
          Parent Shares have been duly authorized and, when issued in accordance
          with the
          terms of this Agreement, will be validly issued, fully paid and non-assessable
          shares of Parent Common Stock and
          will
          be free and clear of all Liens created by or through Parent. The issuance
          and
          delivery of the Parent Shares is not subject to any preemptive right of
          shareholders of Parent that has not been waived or to any right of first
          refusal
          or other right in favor of any person that has not been waived. 

         

        Section
          5.5.  SEC
          Documents.
          Since
          December 31, 2005, Parent has filed all required reports, schedules, forms,
          statements and other documents with the SEC (such documents being referred
          to
          herein collectively as the “Parent
          SEC Documents”).
          As of
          their respective dates, the Parent SEC Documents complied in all material
          respects with the requirements of the Securities Act, or the Securities
          Exchange
          Act of 1934, as amended (the “Exchange
          Act”),
          as
          the case may be, and the rules and regulations of the SEC promulgated thereunder
          applicable to the Parent SEC Documents, and none of the Parent 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. The financial statements of Parent included in the Parent SEC
          Documents, as of their respective dates, complied in all material respects
          with
          applicable accounting requirements and the published rules and regulations
          of
          the SEC with respect thereto, were prepared in accordance with GAAP (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 financial position of Parent
          and its
          consolidated subsidiaries as of the dates thereof and the results of its
          operations and cash flows for the periods then ended (subject, in the case
          of
          unaudited statements, to normal year end audit adjustments and other adjustments
          described therein). 

         

        


        Section
          5.6.  Brokers’
          Fees.
          Parent
          has no Liability or obligation to pay any fees or commissions to any broker,
          finder or agent with respect to the transactions contemplated by this Agreement.
          Parent shall be solely responsible for any obligations described in this
          Section
          5.6 and will jointly and severally indemnify and hold the Members harmless
          from
          and against any Losses resulting from or arising out of or any such obligations
          or matters.

         

        ARTICLE
          VI  

         

        


         

        CONDITIONS
          TO CLOSING

         

        Section
          6.1.  Conditions
          Precedent to Obligations of Purchaser at the Closing.
          The
          obligation of Parent and Purchaser to consummate the transactions contemplated
          by this Agreement is subject to the fulfillment, on or prior to the Closing
          Date, of each of the following conditions (any or all of which may be waived
          by
          Parent and Purchaser in whole or in part to the extent permitted by applicable
          Law):

         

        (a)  all
          representations and warranties of any Company and/or any Member contained
          herein
          shall be true and correct on and as of the Closing Date, except to the
          extent
          expressly made as of an earlier date;

         

        (b)  each
          Company and Member shall have performed and complied in all material respects
          with all obligations and covenants required by this Agreement to be performed
          or
          complied with by such Companies or Member on or prior to the Closing
          Date;

         

        (c)  there
          shall not have been or occurred any Company Material Adverse Change since
          December 31, 2006;

         

        (d)  no
          Legal
          Proceedings shall have been instituted or threatened or claim or demand
          made
          against any Company, any Member, Parent or Purchaser seeking to restrain
          or
          prohibit or to obtain substantial damages with respect to the consummation
          of
          the transactions contemplated hereby;

         

        (e)  there
          shall not be in effect any Order by a Governmental Body of competent
          jurisdiction restraining, enjoining or otherwise prohibiting the consummation
          of
          the transactions contemplated hereby;

         

        (f)  any
          waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
          1976,
          as amended (the “HSR
          Act”),
          applicable to the transactions contemplated by this Agreement shall have
          expired
          or been terminated;

         

        (g)  the
          Employment Agreements shall be in full force and effect and none of the
          employees party thereto shall have become employed by any Person other
          than the
          Companies or indicated that he does not intend to continue employment with
          the
          Companies following the Closing; 

         

        (h)  Each
          Member shall have delivered to Purchaser the following: 

         

        (i) assignments
          representing all issued and outstanding Membership Interests, owned by
          such
          Member, executed
          to transfer all Membership Interests to Purchaser; 

         

        (ii) a
          copy of
          IRS Form W-9 duly and properly executed by such Member; 

         

        (iii) an
          affidavit described in Section 1445(b)(2) of the Code from such Member
          in form
          and substance reasonably satisfactory to Purchaser; 

        


        (iv) stock
          transfer forms, board resolutions and forms 288 (a), each as reasonably
          requested by Purchaser or its counsel to effectuate the transfer of the
          equity
          interests of BioSector 2, Limited to Purchaser;

        


        (v) share
          transfer deeds, minutes of Partners' decisions by unanimous written consent,
          amended articles of association, power of attorney for legal formalities
          and
          delegation of powers, each as reasonably request by Purchaser to effectuate
          the
          transfer of the equity interests of Chandler Chicco Agency SARL; and


        


        (vi) such
          other documents, instruments or certificates as shall be reasonably requested
          by
          Purchaser or its counsel.

        


        (i) The
          Representative shall have delivered to Purchaser the following:

         

        (i) a
          certificate executed by the Representative dated the Closing Date to the
          effect
          that each of the conditions specified in Section 6.1(a) through (c) is
          satisfied
          in all respects; 

         

        (ii) a
          legal
          opinion of counsel for the Companies in form satisfactory to Purchaser
          covering
          the matters set forth on Exhibit
          B
          hereto,
          subject to the good faith negotiation of the parties;

         

        (iii) (A)
          articles of organization (or similar organizational document), as amended
          through the Closing Date, of each Company and each Subsidiary, certified
          as of a
          recent date by an appropriate official of the jurisdiction of incorporation
          or
          formation, (B) good standing certificates for each Company and each Subsidiary
          certified as of a recent date by the Secretary of State of each State in
          which
          it is authorized to conduct business, or, in the case of Subsidiaries formed
          outside the United States, certified by a similar government official or
          body,
          and (C) copies of the by-laws (or similar organizational document) of each
          Company and each Subsidiary, as in effect on the Closing Date, certified
          by the
          Secretary of such Company or Subsidiary;

         

        (iv) a
          non
          competition agreement in the form attached hereto as Exhibit D from each
          Participant (as defined in the Phantom Equity Plan) with the duration specified
          for such Participant previously disclosed to Purchaser;

         

        (v) confirmation
          from AdMedia that, except for the payment to be made pursuant to the last
          sentence of Section 1.2(a), no Company or Subsidiary will have any post-Closing
          liability to AdMedia under the AdMedia Engagement Letter;

         

        (vi)    
           letters
          in form and substance reasonably satisfactory to Purchaser from all holders
          of
          Indebtedness (including, without limitation, Indebtedness arising under
          that
          certain line of credit and those certain term loans from Valley National
          Bank
          and all related UCC filings) of any Company or Subsidiary that would be
          reflected on the balance sheet of any Company or Subsidiary as of the Closing
          Date or that is secured by any of the  assets of any Company or Subsidiary,
          except for Indebtedness constituting equipment or leasehold financing that
          may
          permissibly remain outstanding in accordance with the terms of Parent's
          credit
          facilities, confirming the full payment and satisfaction of such Indebtedness
          (by way of application of a portion of the Purchase Price for such purpose
          or
          otherwise); and evidence that all Liens have been released and appropriate
          UCC
          and USPTO termination statements filed with respect thereto;

         

        (vii) confirmation
          that any and all indebtedness owing from directors, officers, employees
          or
          members of each of the Companies and the Subsidiaries has been cancelled or
          has been fully repaid as of the time of the Closing (by way of application
          of a
          portion of the Purchase Price for such purpose or otherwise); 

         

        (viii) evidence
          that 

         

        (A)
          all
          equity interests of any Company in Puissance Enterprises, LLC (“Puissance”)
          have
          been transferred to third parties;

         

        (B)
           all
          guaranties or obligations of any Company related to Puissance have been
          cancelled without any adverse accounting or other impact on any Company;
          

         

        (C)
           all
          obligations of Puissance to any Company have been cancelled without any
          adverse
          accounting or other impact on any Company (other than the reduction in
          total
          assets arising from such cancellation); and

         

        (D) the
          employment or consulting relationship of each employee of or consultant
          to any
          Company who are relatives of either Member (“Related
          Personnel”)
          have
          been terminated without any adverse accounting or other impact on the
          Company.

         

        (ix)
          an
          assignment of all interest in the tradename “BrandTectonics” from
          BrandTectonics, L.L.C. to CCA NY and of all interest in the tradename
“Determinus” from Determinus, L.L.C. to CCA NY; and

         

        (x) such
          other documents, instruments or certificates as shall be reasonably requested
          by
          Purchaser or its counsel.

         

        (j) all
          the
          directors and officers of the Companies and the Subsidiaries other than
          those
          listed on Schedule III shall have resigned effective as of the Closing
          and
          individuals designated by Purchaser shall have been elected or appointed
          as
          directors and officers of the Companies and the Subsidiaries, effective
          as of
          the Closing.

         

        Section
          6.2.  Conditions
          Precedent to Obligations of the Members at the Closing.
          The
          obligations of the Members to consummate the transactions contemplated
          by this
          Agreement are subject to the fulfillment, prior to or on the Closing Date,
          of
          each of the following conditions (any or all of which may be waived by
          the
          Representative in whole or in part to the extent permitted by applicable
          Law):

         

        (a)  all
          representations and warranties of Purchaser and Parent contained herein
          shall be
          true and correct on and as of the Closing Date;

         

        (b)  Purchaser
          and Parent shall have performed and complied in all material respects with
          all
          obligations and covenants required by this Agreement to be performed or
          complied
          with by Purchaser or Parent, as applicable, on or prior to the Closing
          Date;


         

        (c)  the
          Purchaser shall have delivered to the Representative a certificate executed
          by
          an officer of Purchaser dated the Closing Date, to the effect that each
          of the
          conditions specified in Section 6.2(a) and (b) is satisfied in all
          respects.

         

        (d)  no
          Legal
          Proceedings shall have been instituted or threatened or claim or demand
          made
          against the Companies, any Member, Parent or Purchaser seeking to restrain
          or
          prohibit or to obtain substantial damages with respect to the consummation
          of
          the transactions contemplated hereby;

         

        (e)  the
          Parent Guaranty shall be in full force and effect;

         

        (f)  there
          shall not be in effect any Order by a Governmental Body of competent
          jurisdiction restraining, enjoining or otherwise prohibiting the consummation
          of
          the transactions contemplated hereby;

         

        (g)  any
          waiting period under the HSR Act applicable to the transactions contemplated
          by
          this Agreement shall have expired or been terminated; 

         

        (h)  Purchaser
          shall have delivered to the Representative an opinion of counsel for Purchaser
          and Parent in the form of Exhibit
          C,
          subject
          to the good faith negotiation of the parties; and

         

        (i)  there
          shall not have been or occurred any material adverse change in the assets,
          financial condition or results of operation of Parent or Purchaser since
          December 31, 2006. 

         

        ARTICLE
          VII  

         

        COVENANTS

         

        Section
          7.1.  General.
          If any
          further action is necessary or desirable to carry out the purposes of this
          Agreement, each of the parties will take such further action (including
          the
          execution and delivery of such further instruments and documents) as any
          other
          party reasonably may request.

         

        Section
          7.2.  No
          Solicitation.
          During
          the Closing Period, each Company, each Subsidiary and the Members shall,
          and
          shall cause their respective employees, directors, agents and Affiliates
          to,
          immediately suspend any existing negotiations or discussions relating to
          any
          sale, joint venture or other transfer of actual or beneficial ownership
          of any
          securities, operations or any assets of any Company or Subsidiary (other
          than
          goods and services of sold in the ordinary course of business) (collectively,
          an
“Acquisition
          Transaction”),
          and
          neither any Company nor any Member shall, and each Company and each Member
          shall
          cause its employees, directors, agents and Affiliates not to, (i) solicit
          any proposals or offers relating to an Acquisition Transaction or
          (ii) negotiate or engage in discussions with any third party concerning any
          proposal or offer for an Acquisition Transaction.

         

        Section
          7.3.  Conduct
          of the Business.
          Except
          as otherwise expressly permitted by this Agreement or as otherwise consented
          to
          by Parent and Purchasers in writing, the Companies and the Members shall
          refrain
          from (and cause their Affiliates to refrain from) taking or omitting any
          action
          which, if taken or omitted prior to the date hereof, would cause the
          representations in Section 3.8 to be untrue.

         

        Section
          7.4.  Information.
          Each
          Company, each Subsidiary and each Member shall (and shall cause its accountants,
          counsel, consultants, employees and agents to) give Parent and Purchaser
          and
          their respective accountants, counsel, consultants, employees and agents,
          reasonable access during normal business hours to, and furnish them with
          all
          documents, records, work papers and information with respect to, all properties,
          assets, books, contracts, commitments, reports and records of, the Companies
          and
          the Subsidiaries, as Parent and Purchaser shall from time to time reasonably
          request. In addition, each Company, each Subsidiary and each Member shall
          permit
          Parent and Purchaser, and their accountants, counsel, consultants, employees
          and
          agents, reasonable access to such personnel of the Companies and the
          Subsidiaries during normal business hours as may be reasonably necessary
          in
          connection with their review of the properties, assets and business affairs
          of
          the Companies and the Subsidiaries and the above-mentioned documents, records
          and information. Parent and Purchaser shall have the right, upon giving
          reasonable advance notice, to enter upon and inspect the properties of
          the
          Companies and the Subsidiaries.

         

        Section
          7.5.  Maintenance
          of Properties; Damage and Destruction.
          (a)
          During the Closing Period, each Company and each Subsidiary shall
          (i) maintain their assets in the condition and state of repair normally
          maintained by it in the conduct of its business, keep in service its officers
          and employees and preserve the goodwill of the Business; (ii) maintain its
          books, accounts and records in the ordinary course of business;
          (iii) comply in all material respects with all Contractual obligations; and
          (iv) comply in all material respects with all applicable Laws.


         

        (b)
          If a
          material portion of the assets and properties of the Companies and the
          Subsidiaries shall be substantially damaged or destroyed by fire or other
          cause
          on or prior to the Closing Date, the Representative shall promptly notify
          Purchaser and furnish to Purchaser a statement of the amount of insurance,
          if
          any, payable on account thereof. In the event of damage or destruction
          of a
          portion of the assets and properties of the Companies and the Subsidiaries
          having a Company Material Adverse Effect or that may reasonably be expected
          to
          have a Company Material Adverse Effect, Purchaser may elect to terminate
          this
          Agreement.

         

        Section
          7.6.  HSR
          Filing.
          The
          Companies and Parent have each filed a premerger notification and report
          form
          under the HSR Act with respect to the transactions contemplated by this
          Agreement. Each party shall bear its own counsel fees and all other expenses
          relating to their respective premerger notification and report forms under
          the
          HSR Act, but Parent shall pay all related filing fees. Each of the parties
          agrees to use commercially reasonable efforts to promptly respond to any
          request
          for additional information pursuant to Section (e)(1) of the HSR Act. Nothing
          contained in this Agreement shall be construed so as to require Parent,
          the
          Companies or any of their respective subsidiaries or Affiliates, to sell,
          license, dispose of, or hold separate, or to operate in any specified manner,
          any of their respective assets or businesses (or to agree to any of the
          foregoing). The obligations of each party under Section 7.6 to use commercially
          reasonable efforts with respect to antitrust matters shall be limited to
          compliance with the reporting provisions of the HSR Act and with its obligations
          under this Section 7.6.

         

        Section
          7.7.  Litigation
          Support.
          Following the Closing, in the event and for so long as any party actively
          is
          contesting or defending against any action, suit, proceeding, hearing,
          investigation, charge, complaint, claim, or demand in connection with (i)
          any
          transaction contemplated under this Agreement or (ii) any fact, situation,
          circumstances, status, condition, activity, practice, plan, occurrence,
          event,
          incident, action, failure to act, or transaction on or prior to the Closing
          Date
          involving any Company or Subsidiary, each of the other parties will cooperate
          reasonably with such party and such party’s counsel in the contest or defense,
          make available their personnel, and provide such testimony and access to
          their
          books and records as shall be necessary in connection with the contest
          or
          defense, all at the sole cost and expense of the contesting or defending
          Party
          (unless the contesting or defending Party is entitled to indemnification
          therefor hereunder).

         

        Section
          7.8.  Confidentiality.
          From
          and after the date hereof (unless this Agreement is terminated in accordance
          with its terms), each Member will, and will cause such Member's Affiliates
          to,
          hold in strict confidence, and will not, and will cause such Member's Affiliates
          not to, disclose to any third party or use for any purpose, any and all
          information with respect to the Companies and the Subsidiaries, their business,
          the Transaction Documents or the transactions contemplated thereby
          (collectively, “Confidential
          Information”).
          Notwithstanding the foregoing, each Member may, and may permit such Member's
          Affiliates to, disclose Confidential Information (i) if compelled to disclose
          the same by judicial or administrative process or by other requirements
          of Law
          (but subject to the following provisions of this Section), (ii) if the
          same
          hereafter is in the public domain through no fault of such Member or (iii)
          if
          the same is later acquired by such Member from another source that is not
          under
          an obligation to another Person to keep such information confidential.
          If such
          Member or any of such Member's Affiliates is requested or required (by
          oral
          questions, interrogatories, requests for information or documents in legal
          proceedings, subpoena, civil investigative demand or other similar process)
          to
          disclose any Confidential Information, such Member shall provide Purchaser
          with
          prompt written notice of any such request or requirement so that Member
          may seek
          a protective order or other appropriate remedy and/or waive compliance
          with the
          provisions of this Section. If, in the absence of a protective order or
          other
          remedy or the receipt of a waiver by Purchaser, such Member or such Affiliate,
          as the case may be, nonetheless, based on the written advice of outside
          counsel,
          is required to disclose Confidential Information to any tribunal or in
          accordance with applicable Law, such Member or such Affiliate, without
          liability
          hereunder, may disclose that portion of such information which such counsel
          advises such Member or such Affiliate it is legally required to disclose.
          Each
          Member acknowledges and agrees that money damages would not be an adequate
          remedy for any breach of his agreements contained in this Section 7.8 and
          that in addition to any other remedies available to Purchaser, Purchaser
          shall
          be entitled to the remedies of injunction, specific performance and other
          equitable relief for any threatened or actual breach of this Section 7.8.


         

        Section
          7.9.  Non-Competition.
          As a
          material inducement to Parent and Purchaser to enter into this Agreement,
          each
          of Chandler and Chicco (each, an “Obligated
          Party”)
          agrees
          as follows:

         

        (a)  During
          the Non-Competition Period, the Obligated Party will not, and the Obligated
          Party will cause his or her Affiliates not to, engage or participate, directly
          or indirectly, as principal, agent, executive, director, proprietor, joint
          venturer, trustee, employee, employer, consultant, stockholder, partner
          or in
          any other capacity whatsoever, in the conduct or management of, or own
          any stock
          or any other equity investment in or debt of, or provide any services of
          any
          nature whatsoever to or in respect of (1) any business that is competitive
          with
          the Business or (2) any Person that is a customer or client of the Company
          at
          any time during the Non-Competition Period or during the 12 months prior
          to the
          date of this Agreement, provided that nothing herein shall prevent an Obligated
          Party from making passive investments in up to 2% of the common stock of
          any
          publicly traded company.

         

        (b)  During
          the Non-Competition Period, no Obligated Party will, and each Obligated
          Party
          will cause his or her Affiliates not to, for such Affiliate’s own benefit or for
          the benefit of any Person other than a Company or Subsidiary, (i) solicit,
          or
          assist any person or entity to solicit, any officer, director, executive
          or
          employee of t a Company or Subsidiary to leave his or her employment, (ii)
          hire
          or cause to be hired any person who is then, or who will have been at any
          point
          in time during the Non-Competition Period, an officer, a director, an executive
          or an employee of a Company or Subsidiary, or (iii) engage any Person who
          is
          then, or who will have been at any point in time during the Non-Competition
          Period, an officer, director, executive or employee of a Company or Subsidiary
          as a partner, contractor, sub-contractor or consultant.

         

        (c)  During
          the Non-Competition Period, no Obligated Party will, and each Obligated
          Party
          will cause his Affiliates not to, (i) solicit, or assist any person or
          entity
          other than the Company or its Subsidiaries to solicit, any Person that
          is a
          client or customer of the Company or its Subsidiaries, or has been a client
          or
          customer of the Company or its Subsidiaries during the prior twelve (12)
          months,
          to provide any services competitive with those provided by the Company
          or its
          Subsidiaries or (ii) interfere with any of the business relationships of
          the
          Company or its Subsidiaries.

         

        (d)  The
          Obligated Parties acknowledge that (i) the markets served by the Companies
          and
          the Subsidiaries are national and international in scope and are not dependent
          on the geographic location of the executive personnel or the businesses
          by which
          they are employed; and (ii) the above covenants are manifestly reasonable
          on
          their face, and the parties expressly agree that such restrictions have
          been
          designed to be reasonable and no greater than is required for the protection
          of
          Purchaser and are a significant element of the consideration
          hereunder.

         

        (e)  If
          the
          final judgment of a court of competent jurisdiction declares that any term
          or
          provision of this Section 7.9 is invalid or unenforceable, the parties
          agree
          that the court making the determination of invalidity or unenforceability
          shall
          have the power to reduce the scope, duration, or area of the term or provision,
          to delete specific words or phrases, or to replace any invalid or unenforceable
          term or provision with a term or provision that is valid and enforceable
          that
          comes closest to expressing the intention of the invalid or unenforceable
          term
          or provision, and this Agreement shall be enforceable as so modified after
          the
          expiration of the time within which the judgment may be appealed.

         

        (f)  Each
          Obligated Party agrees and acknowledges that in order to assure Parent
          and
          Purchaser that each of the Companies and the Subsidiaries will retain the
          value
          of its operations, it is necessary that such Obligated Party undertake
          not to
          utilize such Obligated Party’s special knowledge of such business operations and
          such Obligated Party’s relationships with customers to compete with Purchaser.
          Each Obligated Party further acknowledges that: 

         

        (i)
          such
          Obligated Party is engaged in, is knowledgeable about, and provides services
          in
          connection with all aspects of the Companies’ and the Subsidiaries'
          business;

         

        (ii)
          such
          Obligated Party will occupy a position of trust and confidence with the
          Companies and the Subsidiaries and is familiar with, and will continue
          to become
          familiar with, the Companies’ and their Subsidiaries’ trade secrets and with
          other Confidential Information (as defined in Section 7.8) concerning the
          Business;

         

        (iii)
          the
          agreements and covenants contained in Section 7.8 and this Section 7.9
          are
          essential to protect the value and goodwill of the Business; and 

         

        (iv)
          the
          provisions contained in Section 7.8 and this Section 7.9 are integral to
          the
          transactions contemplated hereby and that Parent and Purchaser would not
          enter
          into such transactions without the protections afforded by Section 7.8
          and this
          Section 7.9.

         

        Section
          7.10.  Names
          and Logos.
          From
          and after the Closing, no Obligated Party will, and each Obligated Party
          will
          cause his or her Affiliates not to, use any names or logos incorporating
          “Chandler Chicco,” “Chandler,” “Chicco,” “BrandTectonics” or “Determinus” or any
          derivatives thereof in connection with the provision of public relations
          or
          related services. The covenant contained in the preceding sentence shall
          survive
          the expiration of the Non-Competition Period. Within five business days
          following the Closing, the Members shall cause BrandTectonics, L.L.C. to
          amend
          its certificate of formation to change its name to a name not incorporating
          “BrandTectonics” and shall cause Determinus, L.L.C. to amend its certificate of
          formation to change its name to a name not incorporating “Determinus”.


         

        Section
          7.11.  Certain
          Additional Actions.
          The
          Members shall cause each automobile lease to which any Company (or any
          Affiliate
          thereof) is a party that relates to an automobile used by any Related Personnel
          to be cancelled or transferred within fifteen (15) days following the Closing
          Date such that no Company (or any Affiliate thereof) has any post-closing
          liability in respect thereof. Except to the extent otherwise determined
          by
          Purchaser, the Members shall cause each life insurance policy under which
          any
          Company or Subsidiary is the named beneficiary or otherwise entitled to
          recovery
          (each a "Key
          Man Policy")
          to be
          cancelled without cost to any Company or Subsidiary, or distributed to
          the
          Member whose life is insured thereunder, within fifteen (15) days following
          the
          Closing Date.

         

        ARTICLE
          VIII  

         

        


         

        INDEMNIFICATION

         

        Section
          8.1.  Indemnity
          Obligations of the Members.
          Each
          Member covenants and agrees severally to defend, indemnify and hold harmless
          Purchaser and its Affiliates (including Parent and, following the Closing,
          the
          Companies and the Subsidiaries) and the respective officers, directors,
          employees, agents, advisers and representatives of the foregoing (collectively,
          the “Purchaser
          Indemnitees”),
          from
          and against, and to pay or reimburse Purchaser Indemnitees for, any and
          all
          claims, liabilities, obligations, losses, fines, costs, proceedings or
          damages
          (whether absolute, accrued, conditional or otherwise and whether or not
          resulting from third party claims), including all reasonable fees and
          disbursements of counsel incurred in the investigation or defense of any
          of the
          same or in asserting any of their respective rights hereunder (collectively,
          “Losses”),
          based
          on, resulting from, arising out of or relating to:

         

        (i) any
          misrepresentation or breach of any warranty of the Company or any Member
          contained in this Agreement; provided that in determining whether any such
          misrepresentation or breach occurred, any dollar amount thresholds, materiality
          qualifiers and Company Material Adverse Effect qualifier contained in any
          representation or warranty herein shall be disregarded;

         

        (ii) any
          failure of any Company or such Member to perform any covenant or agreement
          made
          or contained in this Agreement or fulfill any material obligation in respect
          thereof; 

         

        (iii) 
          except (A) as specifically set forth on the Final Closing Working Capital
          Statement and (B) obligations of any Company or Subsidiary to be paid or
          performed after the Closing Date under the Contracts disclosed in the Disclosure
          Schedule (except to the extent such obligations, but for a breach or default
          by
          a Company or Subsidiary, would have been paid, performed or otherwise discharged
          on or prior to the Closing Date or to the extent the same arise out of
          any such
          breach or default), any Liabilities of a Company, a Subsidiary or any Affiliate
          or a Company or Subsidiary of any kind or nature whatsoever caused by any
          transaction, status, event, condition, occurrence or situation existing,
          arising
          or occurring on or prior to the Closing Date; or

         

        (iv) 
          the matters disclosed or required to be disclosed in Section 3.16 of the
          Disclosure Schedule.

         

        The
          Members shall not be required to indemnify Purchaser Indemnitees with respect
          to
          any claim for indemnification (other than a claim for indemnification based
          on a
          breach of the representations and warranties contained in Article II or
          in
          Sections 3.1, 3.2, 3.9, 3.11(c), 3.14, 3.18 or 3.24) resulting from or
          arising
          out of matters described in clause (i) above pursuant to this Section 8.1
          (and not resulting from or arising out of matters described in clauses (ii)
          through (iv) above) unless and until the aggregate amount of all such claims
          against the Members exceeds [***] (the “Threshold
          Amount”),
          in
          which case the Members shall be required to indemnify Purchaser Indemnitees
          for
          the full amount of such claims including the Threshold Amount. Claims thereafter
          may be asserted regardless of amount. For purposes of determining whether
          the
          Threshold Amount has been exceeded, no claim for indemnification resulting
          from
          or arising out of matters described in clause (i) above pursuant to this
          Section
          8.1 (and not resulting from or arising out of matters described in clauses
          (ii)
          through (iv) above) will be taken into account if such claim, together
          with any
          related claim or group of claims, does not give rise to Losses in excess
          of [***].
          

         

        The
          Members' maximum liability (exclusive of liabilities based on claims for
          indemnification based on a breach of the representations and warranties
          contained in Article II or in Sections 3.1, 3.2, 3.9, 3.11(c), 3.14, 3.18
          or
          3.24) to Purchaser Indemnitees under clause (i) above (and not resulting
          from or
          arising out of matters described in clauses (ii) through (iv) above) shall
          not
          exceed [***].

         

        Section
          8.2.  Indemnity
          Obligations of Purchaser.
          Purchaser covenants and agrees to defend, indemnify and hold harmless the
          Members from and against any and all Losses based on, resulting from, arising
          out of or relating to:

         

        (i) any
          misrepresentation or breach of warranty of Purchaser or Parent contained
          in the
          Transaction Documents; provided that in determining whether any such
          misrepresentation or breach occurred, any dollar amount thresholds and
          materiality qualifiers contained in any representation or warranty herein
          shall
          be disregarded;

         

        (ii) any
          failure of any Purchaser or Parent to perform any covenant or agreement
          made or
          contained in the Transaction Documents or fulfill any other obligation
          in
          respect thereof; or

         

        Purchaser
          shall not be required to indemnify the Members with respect to any claim
          for
          indemnification (other than a claim for indemnification based on a breach
          of the
          representations and warranties contained in Sections 4.1, 4.2, 5.1 or 5.2)
          resulting from or arising out of matters described in clause (i) above
          pursuant to this Section 8.2 (and not resulting from or arising out of
          matters
          described in clause (ii) above) unless and until the aggregate amount of
          all claims against Purchaser exceeds the Threshold Amount, in which case
          Purchaser shall be required to indemnify the Members for the full amount
          of such
          claims including the Threshold Amount. Claims thereafter may be asserted
          regardless of amount. Purchaser’s maximum liability (exclusive of liabilities
          based on claims for indemnification based on a breach of the representations
          and
          warranties contained in Sections 4.1, 4.2, 5.1 or 5.2) to the Members under
          clause (i) above (and not resulting from or arising out of matters described
          in
          clause (ii) above) shall not exceed the Effective Purchase
          Price.

         

        Section
          8.3.  Indemnification
          Procedures.
          

         

        (a)
          Third
          Party Claims.
          In the
          case of any claim asserted by a third party against a party entitled to
          indemnification under this Agreement (the “Indemnified Party”), notice shall be
          given by the Indemnified Party to the party required to provide indemnification
          (the “Indemnifying Party”) as soon as practicable after such Indemnified Party
          has actual knowledge of any claim as to which indemnity may be sought. If the
          Indemnifying Party acknowledges that the third party claim is within the
          scope
          of the indemnification obligations of the Indemnifying Party, the Indemnified
          Party shall permit the Indemnifying Party (at the expense of such Indemnifying
          Party) to assume the defense of any third party claim or any litigation
          with a
          third party resulting therefrom; provided, however, that (a) the counsel
          for the Indemnifying Party who shall conduct the defense of such claim
          or
          litigation shall be subject to the approval of the Indemnified Party (which
          approval shall not be unreasonably withheld or delayed), (b) the
          Indemnified Party may participate in such defense at such Indemnified Party’s
          expense (which shall not be subject to reimbursement hereunder except as
          provided below), and (c) the failure by any Indemnified Party to give
          notice as provided herein shall not relieve the Indemnifying Party of its
          indemnification obligation under this Agreement except and only to the
          extent
          that such Indemnifying Party is actually and materially damaged as a result
          of
          such failure to give notice. Except with the prior written consent of the
          Indemnified Party, no Indemnifying Party, in the defense of any such claim
          or
          litigation, shall consent to entry of any judgment or enter into any settlement
          that provides for injunctive or other nonmonetary relief affecting the
          Indemnified Party or that does not include as an unconditional term thereof
          the
          giving by each claimant or plaintiff to such Indemnified Party of a general
          release from any and all liability with respect to such claim or litigation.
          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 claim by the Indemnifying Party 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 Indemnifying Party in respect of such 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 claim at the sole cost of the Indemnifying
          Party; provided, however, that if the Indemnified Party does so take over
          and
          assume control, the Indemnified Party shall not settle such claim or litigation
          without the prior written consent of the Indemnifying Party, such consent
          not to
          be unreasonably withheld or delayed. If the Indemnifying Party does not
          accept
          the defense of any matter as above provided within thirty (30) days after
          receipt of the notice from the Indemnified Party described above, the
          Indemnified Party shall have the full right to defend against any such
          claim or
          demand at the sole cost of the Indemnifying Party and shall be entitled
          to
          settle or agree to pay in full such claim or demand. In any event, the
          Indemnifying Party and the Indemnified Party shall reasonably cooperate
          in the
          defense of any claim or litigation subject to this Article VIII and the
          records
          of each shall be reasonably available to the other with respect to such
          defense.

         

        (b)
          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 Indemnifying Party
          written notice of such claim. The Indemnifying Party may acknowledge and
          agree
          by notice to the Indemnified Party in writing to satisfy such claim within
          twenty (20) days of receipt of notice of such claim from the Indemnified
          Party.
          If the Indemnifying Party shall dispute such claim, the Indemnifying Party
          shall
          provide written notice of such dispute to the Indemnified Party within
          such
          20-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
          Indemnifying Party shall use reasonable efforts to resolve such dispute
          within
          thirty (30) days of the date such notice of dispute is received. If the
          Indemnifying Party shall fail to provide written notice to the Indemnified
          Party
          within twenty (20) days of receipt of notice from the Indemnified Party
          that the
          Indemnifying Party either acknowledges and agrees to pay such claim or
          disputes
          such claim, the Indemnifying Party shall be deemed to have acknowledged
          and
          agreed to pay such claim in full and to have waived any right to dispute
          such
          claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay
          any
          claim pursuant to this Section 8.3, (b) any dispute under this Section
          8.3 has
          been resolved in favor of indemnification by mutual agreement of the
          Indemnifying Party and the Indemnified Party, or (c) any dispute under
          this
          Section 8.3 has been finally resolved in favor of indemnification by order
          of a
          court of competent jurisdiction or other tribunal (including an arbitrator
          contemplated by this agreement) having jurisdiction over such dispute,
          then the
          Indemnifying Party shall pay the amount of such claim to the Indemnified
          Party
          within twenty (20) days of the date of acknowledgement by the Indemnifying
          Party
          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.

         

        Section
          8.4.  Expiration
          of Representations and Warranties.
          All
          representations and warranties contained in this Agreement shall survive
          the Closing
          until [***];
          provided,
          however,
          that
          (i) the representations and warranties stated in Sections 3.9, 3.14 and
          3.18 shall survive the Closing for the period ending on the date that is
          30 days
          after the expiration of the applicable statute of limitations period and
          (ii)
          the representations and warranties stated in Article II and in Sections
          3.1,
          3.2, 3.11(c), 3.24, 4.1, 4.2, 5.1 and 5.2 shall survive
          indefinitely.

         

        Section
          8.5.  Exclusive
          Remedy.
          Absent
          fraud or criminal activity and except as provided under Sections 7.8 and
          7.9 and in Article IX, the indemnifications provided for in this Article
          VIII
          shall be the sole and exclusive post-Closing remedies available to any
          party
          against any other party for any claims under or based upon this Agreement.
          The
          Members acknowledge that the representations and warranties contained in
          the
          Transaction Documents shall not be deemed waived or otherwise affected
          by any
          investigation by or on behalf of Purchaser or Parent.

         

        Section
          8.6.  Set
          Off.
          If a
          Member shall have any Liability to Purchaser or any other Purchaser Indemnitee,
          including Parent or any of their Subsidiaries (pursuant to this Article
          VIII,
          Article IX or otherwise), Purchaser or such other Purchaser Indemnitee,
          as the
          case may be, shall be entitled, in addition to any other right or remedy
          they
          may have, to exercise rights of set-off against any payments or securities
          payable or deliverable to the Members in connection with the Transaction
          Documents or otherwise, including without limitation pursuant to Section
          1.5 of
          this Agreement.

         

        Section
          8.7.  Calculation
          of Losses.
          For
          purposes of this Article VIII, the amount of any Loss shall be calculated
          net of
          any Tax benefit actually realized by the Indemnified Party during the same
          Tax
          year. 

         

        ARTICLE
          IX  

         

        CERTAIN
          TAX MATTERS

         

        Section
          9.1.  Taxable
          Periods That Begin Before and End After the Closing Date.
          For
          purposes of this Agreement, (a) in the case of any taxable period of the
          Companies and the Subsidiaries that commences prior to and includes (but
          does
          not end on) the Closing Date (a “Straddle
          Period”),
          the
          amount of any Taxes based on or measured by income or receipts of the Companies
          and the Subsidiaries for the Pre-Closing Tax Period shall be determined
          based on
          an interim closing of the books as of the close of business on the Closing
          Date
          and the amount of other Taxes of the Companies and the Subsidiaries for
          a
          Straddle Period which relate to the Pre-Closing Tax Period shall be deemed
          to be
          the amount of such Tax for the entire taxable period multiplied by a fraction
          the numerator of which is the number of days in the taxable period ending
          on the
          Closing Date and the denominator of which is the number of days in such
          Straddle
          Period; and (b) the amount of Taxes of the Companies and the Subsidiaries
          for
          the Pre-Closing Tax Period, whether with respect to a Straddle Period or
          not,
          shall also be determined as if the taxable period of any partnership or
          other
          pass-thru entity in which any Company or Subsidiary holds a beneficial
          interest
          terminated as of the close of business on the Closing Date.

         

        Section
          9.2.   Tax
          Returns; Tax Sharing Agreements.
          (a) The
          Representative will prepare any income Tax Return of the Companies and
          the
          Subsidiaries for taxable periods ending on or before the Closing Date.
          The
          Representative shall permit Purchaser to review and comment on each such
          Tax
          Return prior to filing and shall make such revisions to such Tax Returns
          as are
          reasonably requested by Purchaser. Parent will prepare or cause to be prepared
          and file or cause to be filed all other Tax Returns of the Companies and
          the
          Subsidiaries which are filed after the Closing Date. Purchaser will allow
          the
          Representative to review and comment on any Straddle Period Tax Return
          and shall
          make such revisions to such Tax Returns as are reasonably requested by
          the
          Representative. Subject to Section 9.3, the Members agree jointly and severally
          to remit to the Companies the amount of any Taxes due with respect to taxable
          periods ending on or before the Closing Date and the amount of any Taxes
          allocable to the Pre-Closing Tax Period under Section 9.1 with respect
          to a
          Straddle Period Tax Return  within
          the later of 10 days of Parent or the Companies’ request therefor or 10 days
          prior to the date on which the Tax liability is required to be
          satisfied.

         

        (b)
          All
          Tax sharing agreements or similar agreements with respect to or involving
          the
          Companies and the Subsidiaries shall be terminated as of the Closing Date
          and,
          after the Closing Date, the Companies and the Subsidiaries shall not be
          bound
          thereby or have any liability thereunder.

         

        Section
          9.3.  Tax
          Indemnity.
          (a) The
          Members will jointly and severally indemnify and hold Parent, Purchaser
          and the
          Companies and each of their respective successors and assigns (each, a
          “Tax
          Indemnitee”)
          harmless against all Losses attributable to (i) any Tax of the Companies
          and the
          Subsidiaries for any Pre-Closing Tax Period, (ii) Taxes of any member of
          an
          affiliated, consolidated, combined or unitary group of which the Companies
          (or
          any predecessor) is or was a member on or prior to the Closing Date, including
          pursuant to Section 1.1502-6 of the Treasury Regulations or any analogous
          or
          similar state, local or foreign income Tax law or regulation, (iii) Taxes
          of any
          Person other than the Companies and the Subsidiaries that are imposed on
          the
          Companies as a transferee or successor, by contract, or otherwise, which
          Taxes
          related to an result from an event or transaction occurring prior to the
          Closing
          and (iv) any breach of the covenants in this Article IX; provided,
          however,
          that in
          any such case the Members will be liable only to the extent that such Taxes
          exceed the amount, if any, reserved for such Taxes as reflected in Final
          Closing
          Working Capital Amount. The limitations on indemnification contained in
          Article
          VIII will not apply to any claim for indemnification under this Article
          IX. If a
          Party has any indemnification obligations with respect to any Loss under
          both
          this Article IX and Article VIII, the indemnification obligations under
          this
          Article IX will control and be their exclusive obligation. Subject to Section
          9.3(b), the Members shall reimburse Parent, Purchaser and the Companies
          for any
          Losses which are the responsibility of any Members pursuant to this Section
          9.3(a) within ten days after the Parent or the Companies’s request thereof.


         

        (b)
          After
          the Closing, Parent shall inform the Representative within fifteen (15)
          days of
          its receipt of any notice of any Tax audit, assessment, adjustment, examination
          or proceeding (“Tax
          Contest”)
          relating in whole or in part to Taxes for which a Tax Indemnitee may be
          entitled
          to indemnity from the Members hereunder; provided,
          however,
          that
          the failure of Parent to provide such notice shall not affect the Members’
indemnity obligations under Section 9.3(a) except to the extent that the
          Member
          is materially prejudiced. If the Representative notifies Parent within
          thirty
          (30) days following receipt of notice of such Tax Contest that the
          Representative intends to exercise his contest rights under this Section
          9.3(b),
          the Representative shall have the right to control such Tax Contest at
          his
          expense and to employ counsel of his choice. Parent shall have the right
          to
          participate in any such Tax Contest at its own expense, shall be entitled
          to
          control the disposition of any issue in any such Tax Contest that does
          not
          affect a potential liability of the Members, and shall be entitled to jointly
          control with the Representative the defense and disposition of any issue
          in any
          such Tax Contest that relates to any Straddle Period. Parent shall control
          any
          other Tax Contests. With respect to a Tax Contest which the Representative
          is
          entitled to control, the Representative shall have the right to determine
          all
          issues relating to the Tax Contest except that the Representative shall
          not
          settle any Tax Contest without the prior consent of Parent (which consent
          may
          not be unreasonably withheld). Parent shall deliver to the Member any power
          of
          attorney reasonably required to allow the Representative and his counsel
          to
          represent Parent and the Companies in connection with any Tax Contest that
          the
          Representative is entitled to control hereunder and shall use its reasonable
          efforts to provide the Representative with such assistance as may be reasonably
          requested by the Representative in connection with any such Tax Contest.
          The
          Parties each agree to consult with and to keep the other Parties hereto
          informed
          on a regular basis regarding the status of any Tax Contest to the extent
          that
          such Tax Contest could affect a liability of such other Party (including
          indemnity obligations hereunder). 

         

        (c)
          To
          the extent allowable under applicable law, all amounts payable under Article
          VIII and this Section 9.3 will be treated for Tax purposes as adjustments
          to the Purchase Price. 

         

        (d) Parent,
          the Companies and the Members shall cooperate fully, as and to the extent
          reasonably requested by one another, in connection with the preparation
          and
          filing of Tax Returns and any audit, litigation or other proceeding with
          respect
          to Taxes. Such cooperation shall include the retention and (upon another’s
          request) the provision of records and information which are reasonably
          relevant
          to any such audit, litigation or other proceeding and making employees
          available
          on a mutually convenient basis to provide additional information and explanation
          of any material provided hereunder. Parent and the Companies on the one
          hand,
          and the Members on the other, agree (i) to retain all books and records
          with
          respect to Tax matters pertinent to the Companies and the Subsidiaries
          relating
          to any taxable periods, and (ii) to give the other party reasonable written
          notice prior to transferring, destroying or discarding any such books and
          records and, if so requested, the Parent, the Companies, or the Member,
          as the
          case may be, shall allow the requesting party to take possession of such
          books
          and records. The parties hereto agree, upon request, to use reasonable
          efforts
          to obtain any certificate or other document from any taxing authority or
          any
          other Person as may be necessary to mitigate, reduce or eliminate any Tax
          that
          could otherwise be imposed. 

         

        ARTICLE
          X  

         

        


         

        MISCELLANEOUS

         

        Section
          10.1.  Certain
          Definitions.

         

        For
          purposes of this Agreement, the following terms shall have the meanings
          specified in this Section 10.1:

         

        “Affiliate”
means,
          with respect to any Person, any other Person directly or indirectly controlling,
          controlled by or under common control with such Person, and in the case
          of any
          natural Person shall include all relatives and family members of such Person.
          For purposes of this definition, a Person shall be deemed to control another
          Person if such first Person and/or any relatives or family members of such
          First
          Person directly or indirectly owns or holds five percent (5%) or more of
          the
          ownership interests in such other Person.

         

        “Books
          and Records”
means
          all books and records of the Companies and the Subsidiaries, including
          manuals,
          price lists, mailing lists, lists of customers, sales and promotional materials,
          purchasing materials, documents evidencing intangible rights or obligations,
          personnel records, accounting records and litigation files (regardless
          of the
          media in which stored), in each case relating to or used in the
          Business.

         

        “Business”
means
          the business of the Companies and the Subsidiaries as conducted or proposed
          to
          be conducted as of the date hereof, including, without limitation, all
          activities involving the provision of public relations or related services
          to
          clients in the pharmaceutical, medical device, biotechnology and life sciences
          industries.

         

        “Closing
          Period”
means
          the period from the date of the Agreement through the Closing Date.

         

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

         

        “Company
          Material Adverse Change”
or
          “Company
          Material Adverse Effect”
means
          any change or effect that is materially adverse to (i)  the business,
          properties, results of operations, prospects or condition (financial or
          otherwise) of the Companies and the Subsidiaries, (ii) the ability of the
          Companies or any Member to perform its obligations under this Agreement
          or
          (iii) the ability of the Companies and the Subsidiaries to conduct the
          Business after the Closing Date as the Business is being conducted as of
          the
          date hereof.

         

        “Consent”
means
          any consent, approval, authorization, waiver, permit, grant, franchise,
          concession, agreement, license, exemption or order of, registration,
          certificate, declaration or filing with, or report or notice to, any Person,
          including any Governmental Body.

         

        “Contract”
means
          any contract, agreement, indenture, note, bond, loan, mortgage, license,
          instrument, lease, commitment or other arrangement or agreement.

         

        “EBIT”
means,
          for any Applicable EBIT Period, [***] 

        


        “Environmental
          Law”
means
          any foreign, federal, state or local statute, regulation, ordinance, or
          rule of
          common law as now or hereafter in effect in any way or any other legally
          binding
          requirement relating to the environment, natural resources or protection
          of
          human health and safety including, without limitation, the Comprehensive
          Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601
et seq.),
          the
          Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.),
          the
          Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.),
          the
          Clean Water Act (33 U.S.C. § 1251 et seq.),
          the
          Clean Air Act (42 U.S.C. § 7401 et seq.)
          the
          Toxic Substances Control Act (15 U.S.C. § 2601 et seq.),
          the
          Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136
et seq.),
          and
          the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.),
          and
          the regulations promulgated pursuant thereto.

        


        “Fair
          Market Value”
means,
          as to the Parent Common Stock, (i) the average closing price of the Parent
          Common Stock as quoted on NASDAQ over a period of 20 consecutive trading
          days
          the latest of which shall be the second trading day prior to the date as
          of
          which “Fair Market Value” is being determined and (ii) as to other securities
          for purposes of Section 1.5(e), the average closing price of the security
          being
          valued as quoted on the relevant exchange or interdealer quotation system
          over a
          period of 20 consecutive trading days the latest of which shall be the
          second
          trading day prior to the date as of which “Fair Market Value” is being
          determined.

         

        “GAAP”
means
          United States generally accepted accounting principles as in effect from
          time to
          time.

         

        “Governmental
          Approval”
means
          any Consent of, with or to any Governmental Body.

         

        “Governmental
          Body”
means
          any government or governmental or regulatory authority or body thereof,
          or
          political subdivision thereof, whether federal, state, local or foreign,
          or any
          agency, instrumentality or authority thereof, or any court or arbitrator
          (public
          or private).

         

        “Hazardous
          Material”
means
          any substance, material or waste which is regulated by the United States,
          the
          foreign jurisdictions in which the Companies conducts business, or any
          state,
          local or foreign governmental authority including, without limitation,
          petroleum
          and its by-products, asbestos, and any material or substance which is defined
          as
          a “hazardous waste,” “hazardous substance,” “hazardous material,” “restricted
          hazardous waste,” “industrial waste,” “solid waste,” “contaminant,” “pollutant,”
“toxic waste” or “toxic substance” under any provision of Environmental
          Law.

         


          “Indebtedness”
            of any
            Person means, without duplication, (i) the principal, accreted value,
            accrued
            and unpaid interest, prepayment and redemption premiums or penalties
            (if any),
            unpaid fees or expenses and other monetary obligations in respect of
            (A)
            indebtedness of such Person for money borrowed and (B) indebtedness evidenced
            by
            notes, debentures, bonds or other similar instruments for the payment
            of which
            such Person is responsible or liable; (ii) all obligations of such Person
            issued
            or assumed as the deferred purchase price of property, all conditional
            sale
            obligations of such Person and all obligations of such Person under any
            title
            retention agreement (but excluding trade accounts payable and other accrued
            current liabilities arising in the ordinary course of business consistent
            with
            past custom and practice (other than the current liability portion of
            any
            indebtedness for borrowed money)); (iii) all obligations of such Person
            under
            leases required to be capitalized in accordance with GAAP; (iv) all obligations
            of such Person for the reimbursement of any obligor on any letter of
            credit,
            banker’s acceptance or similar credit transaction; (v) all obligations of such
            Person under interest rate or currency swap transactions (valued at the
            termination value thereof); (vi) all
            obligations of the type referred
            to
            in clauses (i) through (v)
            of any
            Persons for the payment of which such Person is responsible or liable,
            directly
            or indirectly, as obligor, guarantor, surety or otherwise, including
            guarantees
            of such obligations; and (vii)
            all
            obligations of the type referred to in clauses (i) through
            (vi)
            of
            other Persons secured by (or for which the holder of such obligations
            has an
            existing right, contingent or otherwise, to be secured by) any Lien on
            any
            property or asset of such Person (whether or not such obligation is assumed
            by
            such Person). 


         

        “Intellectual
          Property”
means
          (a) all inventions (whether patentable or unpatentable and whether or not
          reduced to practice), all improvements thereto, and all patents, patent
          applications, and patent disclosures, together with all reissuances,
          continuations, continuations-in-part, revisions, extensions, and reexaminations
          thereof, (b) all trademarks, service marks, trade dress, logos, trade names,
          and
          corporate names, together with all translations, adaptations, derivations,
          and
          combinations thereof and including all goodwill associated therewith, and
          all
          applications, registrations and renewals in connection therewith, (c) all
          copyrightable works, all copyrights, and all applications, registrations
          and
          renewals in connection therewith, (d) all mask works and all applications,
          registrations and renewals in connection therewith, (e) all trade secrets
          and
          confidential information (including ideas, research and development, know-how,
          formulas, compositions, manufacturing and production processes and techniques,
          technical data, designs, drawings, specifications, customer and supplier
          lists,
          pricing and cost information, and business and marketing plans and proposals),
          (f) all computer software (including data and related documentation), (g)
          all
          other proprietary rights, and (h) all copies and tangible embodiments thereof
          (in whatever form or medium).

         

        “IRS”
means
          the United States Internal Revenue Service.

         

        “Knowledge”
or
          words of similar effect, regardless of case, means, with respect to the
          Companies and/or the Subsidiaries, the actual subjective knowledge of each
          member of senior management of the Companies and/or the Subsidiaries after
          conducting such investigation as such person determines in good faith to
          be
          appropriate under the circumstances.

         

        “Law”
means
          any federal, state, local or foreign law (including common law), statute,
          code,
          ordinance, rule, regulation or other requirement.

         

        “Legal
          Proceeding”
means
          any judicial, administrative or arbitral actions, suits, proceedings (public
          or
          private), claims or governmental proceedings.

         

        “Liability”
means
          any liability (whether known or unknown, whether asserted or unasserted,
          whether
          absolute or contingent, whether accrued or unaccrued, whether liquidated
          or
          unliquidated, and whether due or to become due), including any liability
          for
          Taxes.

         

        “Lien”
means
          any lien (including any Tax lien), pledge, mortgage, deed of trust, security
          interest, claim, lease, charge, option, right of first refusal, easement,
          servitude, transfer restriction or any other encumbrance, restriction or
          limitation whatsoever. 

         

        “Neutral
          Accountant”
means
          an independent auditing firm of nationally or regionally recognized standing
          selected by the mutual agreement of Purchaser and the Representative within
          15
          days of the date on which the Neutral Accountant is proposed to begin serving
          or, if Purchaser and the Representative are unable to agree within such
          period,
          an independent auditing firm of nationally or regionally recognized standing
          selected jointly by two other such firms, one of which shall be specified
          by
          Purchaser and one of which shall be specified by the Representative, within
          15
          days after the expiration of such period. 

         

           “Non-Competition
          Period”
means
          the period from the Closing Date through the fifth anniversary thereof.
          

         

        “Order”
means
          any order, injunction, judgment, decree, ruling, writ, assessment or arbitration
          award.

         

        “Permitted
          Encumbrances”
means
          (i) statutory liens for current Taxes, assessments or other governmental
          charges
          not yet delinquent or the amount or validity of which is being contested
          in good
          faith by appropriate proceedings and that are set forth on Schedule IV,
          provided
          an appropriate reserve has been established therefor; (ii) mechanics’,
          carriers’, workers’, repairers’ and similar Liens arising or incurred in the
          ordinary course of business that are not material to the business, operations
          and financial condition of the property so encumbered or the Companies
          and the
          Subsidiaries and that are set forth on Schedule IV; (iii) zoning, entitlement
          and other land use and environmental regulations by any Governmental Body,
          provided that such regulations have not been violated; and (iv) such other
          imperfections in title, charges, easements, restrictions and encumbrances
          which
          do not materially detract from the value of or materially interfere with
          the
          present use of the assets subject thereto or affected thereby and that
          are set
          forth on Schedule IV.

         

        “Person”
means
          any individual, corporation, partnership, firm, joint venture, association,
          joint-stock company, trust, unincorporated organization, Governmental Body
          or
          other entity.

         

        "Phantom
          Equity Plan"
          means
          The Phantom Common Stock Plan annexed to Schedule I to this
          Agreement.

         

        “Pre-Closing
          Tax Period”
means
          any taxable period ending on or before the Closing Date and the portion,
          ending
          on the Closing Date, of any Straddle Period.

         

        “Release”
means
          any release, spill, emission, leaking, pumping, injection, deposit, disposal,
          discharge, dispersal, migration or leaching into the indoor or outdoor
          environment, or into or out of any property.

         

        “Subsidiary”
means
          any Person of which a 50% or more of the outstanding voting securities
          or other
          equity interests are owned, directly or indirectly, by one or more Companies
          and/or Subsidiaries, including Chandler Chicco Agency, Limited and Litmus
          Medical Marketing and Education Ltd..

         

        “Tax”
or
          “Taxes”
shall
          mean means any federal, state, provincial, local or foreign income, alternative
          minimum, accumulated earnings, personal holding company, franchise, capital
          stock, net worth, capital, profits, windfall profits, gross receipts, value
          added, sales, use, goods and services, excise, customs duties, transfer,
          conveyance, mortgage, registration, stamp, documentary, recording, premium,
          severance, environmental (including taxes under Section 59A of the Code or
          any analogous or similar provision of any state, local or foreign law or
          regulation), real property, personal property, ad valorem, intangibles,
          unclaimed property, rent, occupancy, license, occupational, employment,
          unemployment insurance, social security, disability, workers’ compensation,
          payroll, health care, withholding, estimated or other similar tax, duty
          or other
          governmental charge or assessment or deficiencies thereof, and including
          any
          interest, penalties or additions to tax attributable to the
          foregoing.

         

        “Tax
          Return”
means
          any return, report, declaration, form, claim for refund or information
          return or
          statement relating to Taxes, including any schedule or attachment thereto,
          and
          including any amendment thereof.

         

        “Transaction
          Documents”
means,
          with respect to any Person, this Agreement together with any other agreements,
          instruments, certificates and documents executed by such Person in connection
          herewith or therewith or in connection with the transactions contemplated
          hereby
          or thereby (including without limitation any Employment Agreement executed
          by
          such Person).

         

        “Treasury
          Regulations”
means
          the regulations promulgated under the Code, including temporary and proposed
          regulations. 

         

        Section
          10.2.  Publicity .
          No
          party shall issue any press release or make any other public announcement
          relating to the subject matter of this Agreement without the prior written
          consent of Parent.

         

        Section
          10.3.  Payment
          of Sales, Use or Similar Taxes; Transfer Taxes.
          The
          Members shall be responsible for and pay in a timely manner all sales,
          use,
          value added, documentary, stamp, gross receipts, registration, transfer,
          conveyance, excise, recording, license and other similar Taxes and fees
          (“Transfer
          Taxes”),
          arising out of or in connection with or attributable to the transactions
          effected pursuant to the Transaction Documents. Each party hereto shall
          prepare
          and timely file all Tax Returns required to be filed in respect of Transfer
          Taxes that are the primary responsibility of such party under applicable
          Law;
provided,
          however,
          that
          such party’s preparation of any such Tax Returns shall be subject to the other
          party’s approval, which approval shall not be unreasonably withheld or
          delayed.

         

        Section
          10.4.  Expenses.
          Except
          as otherwise provided in this Agreement, each party shall bear all costs
          and
          expenses incurred by such party in connection with the negotiation and
          execution
          of this Agreement and each other Transaction Document, whether or not the
          transactions contemplated hereby and thereby are consummated.

         

        Section
          10.5.  Specific
          Performance.
          The
          Members and the Companies acknowledge and agree that the breach of this
          Agreement would cause irreparable damage to Purchaser and that Purchaser
          will
          not have an adequate remedy at law. Therefore, the obligations of the Members
          and the Companies under this Agreement, including, without limitation,
          the
          Members’ obligations to sell the Membership Interests to Purchaser, shall be
          enforceable by a decree of specific performance issued by any court of
          competent
          jurisdiction, and appropriate injunctive relief may be applied for and
          granted
          in connection therewith (without the requirement of the posting of a bond
          or
          other surety). Such remedies shall, however, be cumulative and not exclusive
          and
          shall be in addition to any other remedies which any party may have under
          this
          Agreement or otherwise.

         

        Section
          10.6.  Submission
          to Jurisdiction; Consent to Service of Process.
          The
          parties hereto hereby irrevocably submit to the exclusive jurisdiction
          of any
          federal or state court located in New York, New York over any dispute arising
          out of or relating to this Agreement or any of the transactions contemplated
          hereby and each party hereby irrevocably agrees that all claims in respect
          of
          such dispute or any suit, action or proceeding related thereto may be heard
          and
          determined in such courts. The parties hereby irrevocably waive, to the
          fullest
          extent permitted by applicable Law, any objection which they may now or
          hereafter have to the laying of venue of any such dispute brought in such
          court
          or any defense of inconvenient forum for the maintenance of such dispute.
          Each
          of the parties hereto agrees that a judgment in any such dispute may be
          enforced
          in other jurisdictions by suit on the judgment or in any other manner provided
          by law.

         

        Section
          10.7.  Entire
          Agreement; Amendments and Waivers.
          This
          Agreement (including the schedules and exhibits hereto) represents the
          entire
          understanding and agreement between the parties hereto with respect to
          the
          subject matter hereof and can be amended, supplemented or changed, and
          any
          provision hereof can be waived, only by written instrument making specific
          reference to this Agreement signed by Purchaser, in the case of an amendment,
          supplement, modification or waiver sought to be enforced against Purchaser
          or
          Parent, or the Representative, in the case of an amendment, supplement,
          modification or waiver sought to be enforced against any Member or the
          Companies. No action taken pursuant to this Agreement, including without
          limitation, any investigation by or on behalf of any party, shall be deemed
          to
          constitute a waiver by the party taking such action of compliance with
          any
          representation, warranty, covenant or agreement contained herein. The waiver
          by
          any party hereto of a breach of any provision of this Agreement shall not
          operate or be construed as a further or continuing waiver of such breach
          or as a
          waiver of any other or subsequent breach. No failure on the part of any
          party to
          exercise, and no delay in exercising, any right, power or remedy hereunder
          shall
          operate as a waiver thereof, nor shall any single or partial exercise of
          such
          right, power or remedy by such party preclude any other or further exercise
          thereof or the exercise of any other right, power or remedy. All remedies
          hereunder are cumulative and are not exclusive of any other remedies provided
          by
          law.

         

        Section
          10.8.  Governing
          Law.
          This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of New York without regard to conflicts of law principles
          thereof.

         

        Section
          10.9.  Table
          of Contents and Headings.
          The
          table of contents and section headings of this Agreement are for reference
          purposes only and are to be given no effect in the construction or
          interpretation of this Agreement.

         

        Section
          10.10.  Notices.
          All
          notices and other communications under this Agreement shall be in writing
          and
          shall be deemed given when delivered personally or mailed by certified
          mail,
          return receipt requested, to the parties (and shall also be transmitted
          by
          facsimile to the Persons receiving copies thereof) at the following addresses
          (or to such other address as a party may have specified by notice given
          to the
          other party pursuant to this provision):

         

        If
          to any
          Company, to:

         

        Chandler
          Chicco Agency

        450
          West
          15th
          Street,
          7th
          Floor

        New
          York,
          New York 10011

        Attn:
          Mr.
          Robert Chandler

        Telecopier:
          212-229-8496  

         

        With
          a
          copy to:

         

        Carter
          Ledyard & Milburn LLP

        2
          Wall
          Street

        New
          York,
          New York 10005 

        Attn:
          H.
          Thomas Davis, Jr., Esq.

        Telecopier:
          212-732-3232

        


        If
          to the
          Representative or any Member, to the Representative or such Member in care
          of:

        


        Chandler
          Chicco Agency

        450
          West
          15th
          Street,
          7th
          Floor

        New
          York,
          New York 10011

        Attn:
          Robert Chandler

        Telecopier:
          212-229-8496

        


        With
          a
          copy to:

         

        Carter
          Ledyard & Milburn LLP

        2
          Wall
          Street

        New
          York,
          New York 10005 

        Attn:
          H.
          Thomas Davis, Jr., Esq.

        Telecopier:
          212-732-3232

        


        If
          to
          Parent, to:

        


        inVentiv
          Health Inc.

        200
          Cottontail Lane

        Vantage
          Court North

        Somerset,
          New Jersey 08873

        Attention:
          Chief Executive Officer

        


        With
          a
          copy to:

         

        Akerman
          Senterfitt LLP

        335
          Madison Avenue

        Suite
          2600

        New
          York,
          New York 10017

        Facsimile:
          (212) 880-8965

        Attention:
          Kenneth G. Alberstadt, Esq.

        


        If
          to
          Purchaser, to:

         

        Chandler
          Chicco LLC

        in
          care
          of inVentiv Health Inc.

        200
          Cottontail Lane

        Vantage
          Court North

        Somerset,
          New Jersey 08873

        Attention:
          Chief Executive Officer

        


        With
          a
          copy to:

        


        Akerman
          Senterfitt LLP

        335
          Madison Avenue

        Suite
          2600

        New
          York,
          New York 10017

        Facsimile:
          (212) 880-8965

        Attention:
          Kenneth G. Alberstadt, Esq.

        


        Any
          such
          notice or communication shall be deemed to have been received (i) when
          delivered, if personally delivered or transmitted by electronic mail, with
          receipt acknowledgment by the recipient by return electronic mail, (ii)
          when
          sent, if sent by facsimile on a business day during normal business hours
          (or,
          if not sent on a business day during normal business hours, on the next
          business
          day after the date sent by facsimile), (iii) on the next business day after
          dispatch, if sent by nationally recognized, overnight courier guaranteeing
          next
          business day delivery, and (iv) on the 5th
          business
          day following the date on which the piece of mail containing such communication
          is posted, if sent by mail.

        


        Section
          10.11.  Severability.
          If any
          provision of this Agreement is invalid or unenforceable, the balance of
          this
          Agreement shall remain in effect.

         

        Section
          10.12.  Assignment
          of Works.
          Each
          Member agrees that all Work Product belongs in all instances to the Companies
          and the Subsidiaries. To the extent any Member previously had or retained
          any
          right, title or interest of any kind or nature whatsoever in any Work Product,
          such Member hereby assigns all such right, title and interest to the applicable
          Company or Subsidiary and agrees to take any such action as may be reasonably
          requested by Purchaser or Parent following the Closing to confirm such
          Company's
          or Subsidiary's exclusive right, title and interest in and to the Work
          Product.
          For purposes hereof, “Work
          Product”
means
          all inventions, innovations, improvements, technical information, systems,
          software developments, methods, designs, analyses, drawings, reports, service
          marks, trademarks, trade names, logos and all similar or related information
          (whether patentable or unpatentable) which relates to any business conducted
          or
          proposed to be conducted by the Companies or the Subsidiaries as of the
          date
          hereof.

         

        Section
          10.13.  Binding
          Effect; Assignment.
          This
          Agreement shall not be assigned by any Member or the Companies, and neither
          any
          Member’s or the Companies’ obligations hereunder, or any of them, shall be
          delegated, without the consent of Parent. Subject to the preceding sentence,
          this Agreement shall be binding upon and inure to the benefit of the parties
          and
          their respective successors and assigns. Except as provided in Article
          IX,
          nothing in this Agreement shall create or be deemed to create any third
          party
          beneficiary rights in any person or entity not a party to this Agreement.
          

         

        Section
          10.14.  Counterparts.
          This
          Agreement may be executed in one or more counterparts, each of which shall
          be
          deemed an original but all of which together will constitute one and the
          same
          instrument.

         

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

         

        *
          *
          *

         

        Signatures
          on following page


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        CHANDLER
          CHICCO AGENCY, LLC      

        


        


        By /s/
          ROBERT CHANDLER______________

        Name:
          Robert Chandler

        Title:

        


        BIOSECTOR
          2 LLC      

        


        


        By /s/
          ROBERT CHANDLER______________

        Name:
          Robert Chandler

        Title:

        


        


        INVENTIV
          HEALTH, INC.

        


        


        By /s/
          DAVID BASSIN___________________

        Name:
          David Bassin

        Title:
          Chief Financial Officer

        


        CHANDLER
          CHICCO LLC

        


        


        By /s/
          DAVID BASSIN___________________

        Name:
          David Bassin

        Title:
          Vice President and Secretary

        


        MEMBERS:

        


        


        /s/
          ROBERT CHANDLER______________

        Name:
          Robert Chandler

        


        /s/
          GIACOMO F. CHICCO_____________

        Name:
          Giacomo F. Chicco