Exhibit 10.45


 


ASSET PURCHASE AGREEMENT


 


This ASSET PURCHASE AGREEMENT (this “Agreement”) dated
as of October 3, 2007, is entered into by and among Averion International
Corp., a Delaware corporation and IT&E International, Inc., a California
corporation (together, the “Seller”) on the one hand; and IT&E, Inc., a
Pennsylvania corporation (“Buyer”), and Phil Clarke and Harvey F. Greenawalt
(individually, a “Shareholder,” and collectively, the “Shareholders”) on the
other hand.


 


RECITALS


 


A.                                   Capitalized
terms not otherwise defined as they are referenced herein shall have the
meanings ascribed to such terms in Section 13.1 below.


 


B.                                     Seller
operates a business known as the staffing services operating segment of Seller,
which provides staffing and regulatory compliance and validation services to
life sciences companies (the “IT&E Business”).


 


C.                                     Seller
desires to sell to Buyer, and Buyer desires to purchase from the Seller, the
Purchased Assets that relate to the IT&E Business at the price and under
the specified terms and conditions as set forth herein.


 


NOW THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants,
agreements and conditions hereinafter set forth, and intending to be legally
bound hereby, the parties hereto agree as follows:


 


ARTICLE I



PURCHASE AND SALE OF ASSETS


 


1.1.                              Assets
to be Transferred.    Subject to the terms and
conditions of this Agreement, on the Closing Date, Seller shall sell, transfer,
convey, assign, and deliver to Buyer and Buyer shall purchase and accept, the
following assets of Seller, in each case that are used solely in the IT&E
Business, together with all rights, privileges and goodwill associated with
such assets, other than the Excluded Assets, free and clear of all Encumbrances
(collectively the “Purchased Assets”):


 


(a)                                  Tangible
Personal Property.      All machinery,
equipment, computers, hardware, tools, supplies, furniture and all other fixed
assets owned, utilized or held for use by Seller solely in or for the IT&E
Business on the Closing Date.


 


(b)                                  Contracts.    All
of Seller’s rights in, to and under all contracts to which it is a party and
that relate solely to the IT&E Business, other than the Excluded Contracts
(hereinafter the “Assumed Contracts”). To the extent that any Assumed Contract
for which assignment to Buyer is provided herein is not assignable without the
consent of another party, this Agreement shall not constitute an assignment or
an attempted assignment thereof if such 


 





















 


assignment or attempted assignment would constitute a
breach thereof. The Seller and Buyer agree to use their commercially reasonable
efforts (without any requirement on the part of Seller or Buyer to pay any
money or agree to any change in the terms of any such Assumed Contract) to
obtain the consent of such other party to the assignment of any such Assumed
Contract to Buyer in all cases in which such consent is or may be required for
such assignment. Buyer shall be primarily responsible for obtaining each such
required consent, and Buyer shall report to Seller on a weekly basis after the
Closing Date as to the status of obtaining each such consent if all such
consents are not obtained prior to the Closing. Each “Excluded Contract” (as
defined in Section 2.2(b)) shall be set forth on Schedule 2.2(a).


 


(c)                                  Accounts
Receivable.    All accounts receivable, fees earned and
accrued and other rights to payment arising from the conduct of the IT&E
Business, in whatever form, which arise or accrue before the Closing Date, an
aged schedule of which is attached hereto as Schedule 1.1(c).


 


(d)                                  Rights
in “IT&E” Name.    Subject to Section 1.2(c)
below, all right, title and interest of Seller, if any, in and to the name “IT&E”
and any and all derivatives thereof, including, without limitation, any domain
names, together with all goodwill associated therewith, rights thereunder,
remedies against infringers or any other rights or claims related thereto or
arising therefrom.


 


(e)                                  Leased
Real Property.    The leases of real property described
on Schedule 1.1(e) (the “Real Property Leases”) with respect to the real
property described thereon (the “Leased Real Property”) as well as any cash
security deposit related to any such Real Property Lease, it being understood
that the only Real Property Lease being assigned to and assumed by the Buyer is
that which relates to the Pottstown, Pennsylvania location.


 


(f)                                    Personal
Property Leases.     All leases of machinery,
equipment, vehicles, furniture and other personal property leased by Seller
solely for the IT&E Business and that are set forth on Schedule 1.1(f)
(the “Personal Property Leases”).


 


(g)                                 Records;
Databases.     All books, records, ledgers, databases
(including, without limitation the Customer Relationship Management Database of
the IT&E Business), data and files of Seller related solely to the IT&E
Business of every kind including, without limitation, client and investor
lists, agreements with all clients, operating and marketing plans, advertising
and promotional materials, accounting records, personnel and payroll records,
and all other documents, tapes, discs, programs or other embodiments of
information of the Seller, provided that Seller may keep a copy of any such
records necessary for audit, litigation or other legitimate business purposes.


 


1.2.                              Excluded
Assets.    The provisions of Section 1.1
notwithstanding, the Purchased Assets shall not include, and Seller shall not
sell, transfer, assign, convey or deliver to Buyer, and Buyer will not purchase
or accept, the following assets of Seller (collectively, the “Excluded Assets”):


 


(a)                                  Cash.   Any
and all cash and cash equivalents of Seller in existence or accrued prior to
the Closing Date, including, without limitation, any cash that relates to the
IT&E Business, including, without limitation, the Purchase Price, but
excluding any account receivable contemplated by Section 1.1(c) to the extent
the same may be deemed a cash equivalent.


 


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(b)                                  Organizational
Documents.     (i)  Seller’s charter documents, taxpayer and other
identification numbers, minute books, capitalization tables and other documents
relating to the organization, maintenance and existence of IT&E
International, Inc., a California corporation, (ii) any qualification to do
business in any state, or (iii) any of the rights of Seller under this
Agreement (or any related agreement between Seller, on the one hand, and the
Buyer, on the other hand, entered into on or after the date of this Agreement).


 


(c)                                  Limited
Use of “IT&E” Name.     Seller shall have and
retain the right to use and display the name “IT&E” and its derivatives in
connection with descriptions of Seller in which the phrase “formerly known as
IT&E International Group” or similar wording is reasonably required, and
Buyer hereby grants Seller the right to so use and display such name for such
purpose. In addition, the parties acknowledge and agree that IT&E
International, Inc. shall continue to exist as a wholly-owned subsidiary of
Seller after the Closing and that Seller may continue to own, operate and
display the name IT&E International, Inc. until such time as the same may
be dissolved in accordance with applicable laws and without resulting in any
adverse tax consequence or other Liability to Seller, provided that Seller does
not use IT&E International, Inc. or its name in a manner that is
inconsistent with this Agreement or to engage in any activity expressly
precluded pursuant to Section 11.7.


 


ARTICLE II



ASSUMPTION OF LIABILITIES


 


2.1.                              Liabilities
to be Assumed.    On the Closing Date, Buyer will
assume and agree to discharge any and all Liabilities related to or otherwise
associated with the IT&E Business, except the Excluded Liabilities
(collectively the “Assumed Liabilities”). The Assumed Liabilities shall
include, but not be limited to, the following:


 


(a)                                  Obligations
under Assumed Contracts.     All obligations under the
Assumed Contracts, including without limitation, obligations:  (i) to furnish goods, services, and other
non-cash benefits to a third party after the Closing, (ii) to pay for goods,
services or other non-cash benefits that a third party will furnish after the
Closing, or (iii) to indemnify any third party pursuant to the terms of any
such Assumed Contract.


 


(b)                                  Obligations
under Real Property Leases.     All obligations under
the Real Property Leases arising after the Closing Date, including, without
limitation, any letter of credit required by the Landlord thereunder for future
performance.


 


(c)                                  Accounts
Payable.     All accounts payable and other payment obligations
to third parties arising from or related to the IT&E business, in whatever
form, which arise or accrue prior to the Closing Date, an aged schedule of
which is attached hereto on Schedule 2.1(c) (collectively, the “Accrued
Accounts Payable”).


 


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2.2.                              Excluded
Liabilities.    Buyer is not assuming the following
Liabilities of the IT&E Business or Seller which shall be and remain the
responsibility of Seller  (collectively,
the “Excluded Liabilities”):


 


(a)                                  Excluded
Contracts.     Any and all Liabilities under the
agreements and contracts listed on Schedule 2.2(a) and any contract that
does not relate solely to the IT&E Business (the “Excluded Contracts”).


 


(b)                                  Michael
Watts Dispute.     Any Liability that may become due or
owing to Michael Watts arising out of the current dispute with Mr. Watts.


 


(c)                                  Evonne
Portland Dispute.     Any Liability that may become due
or owing to Evonne Portland arising out of the current dispute with Ms.
Portland.


 


(d)                                  Relocation
Expenses.     Any Liability related to any relocation
expenses claimed by any former officer or director of Seller.


 


(e)                                  Governmental
Investigations.     Any Liability associated with any
action brought by a governmental entity with respect to the activities of the
IT&E Business.


 


(f)                                    Shareholder
Actions.     Any Liability arising from any action by a
stockholder of the Seller for actions or conduct relating to this Agreement or
action undertaken by any officer or director of the Seller which is not disclosed
on Schedule 2.2(f).


 


ARTICLE III



PURCHASE PRICE - PAYMENT


 


3.1.                              Purchase
Price.    The aggregate purchase price for the
Purchased Assets and assumption of the Assumed Liabilities shall be $2,275,000
which amount shall be paid as set forth in this Article III (the “Purchase
Price”).


 


3.2.                              Payment
of Purchase Price.    The Purchase Price shall be paid
by Buyer as follows:


 


(a)                                  At
the Closing, Buyer shall deliver to Seller such documents and instruments as
are reasonably required to evidence the assumption of the Assumed Liabilities.


 


(b)                                  At
the Closing, Buyer shall make a cash payment to Seller in the aggregate amount
of Four Hundred Fifty-Five Thousand Dollars ($455,000) payable by wire transfer
of immediately available funds to an account or accounts designated by the
Seller in writing at least two (2) days before the Closing.


 


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(c)                                  Buyer
shall pay the Seller an additional Two Hundred and Fifty Thousand Dollars
($250,000) in cash by wire transfer of immediately available funds to a bank
account identified by Seller in accordance with the following:


 


(i)                                     Eighty
Three Thousand Three Hundred Thirty-Three Dollars ($83,333) shall be paid on or
before January 31, 2008;


 


(ii)                                  An
additional Eighty Three Thousand Three Hundred Thirty-Three Dollars ($83,333)
shall be paid on or before April 30, 2008; and


 


(iii)                               An additional Eighty
Three Thousand Three Hundred Thirty-Four Dollars ($83,334) shall be paid on or
before July 31, 2008.


 


(d)                                  At
the Closing, Buyer shall deliver to Seller an originally executed promissory
note in the form attached hereto as Exhibit C (the “Term Note”), in
principal amount of Eight Hundred Thousand Dollars ($800,000).


 


(e)                                  At
the Closing, Buyer shall deliver to Seller an originally executed promissory
note in the form attached hereto as Exhibit D (the “Interest Only Note”),
in principal amount of Seven Hundred Seventy Thousand Dollars ($770,000).


 


3.3.                              Allocation
of Purchase Price.    Seller shall prepare an
allocation of the Purchase Price (and all other capitalized costs) among the
Purchased Assets in accordance with Section 1060 of the Internal Revenue Code
of 1986, as amended, and the Treasury regulations thereunder (and any similar
provision of state, local or foreign law, as appropriate). Seller shall deliver
such allocation to the Buyer within sixty (60) days after the Closing Date. Buyer
shall report, act and file tax returns (including, but not limited to Internal
Revenue Services Form 8594) in all respects and for all purposes consistent
with such allocation. Buyer shall not take any position (whether in audits, tax
returns or otherwise) that is inconsistent with such allocation unless required
to do so by applicable law.


 


ARTICLE IV



CLOSING


 


4.1.                              Closing.    The
closing of the transactions contemplated by this Agreement (the “Closing”),
shall take place at 10:00 a.m. (PDT) at the offices of Foley & Lardner LLP,
402 W. Broadway, Suite 2100, San Diego, California  92101, on or before October 3, 2007, unless
another date or place is agreed to in writing by the parties hereto. The date
on which the Closing actually occurs is hereinafter referred to as the “Closing
Date.”


 


4.2.                              Documents
to be Delivered by Seller.    At the Closing, Seller
shall deliver the following documents, in each case duly executed by each of
the parties thereto or otherwise in proper form:


 


(a)                                  Bill
of Sale.     A bill of sale for all of the Purchased
Assets described in Section 1.1 substantially in the form attached
hereto as Exhibit A (the “Bill of Sale”);


 


(b)                                  Assignment
and Assumption Agreement.     An assignment and
assumption agreement for the Assumed Contracts (including the Real Property
Leases) substantially in the form attached hereto as Exhibit B (the “Assignment
and Assumption Agreement”).


 


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4.3.                              Documents
to be Delivered by Buyer.    At the Closing, Buyer
shall deliver the following documents, in each case duly executed or otherwise
in proper form:


 


(a)                                  Assignment
and Assumption Agreement    The Assignment and
Assumption Agreement;


 


(b)                                  Certified
Resolutions.    A certified copy of the resolutions of
the board of directors and shareholders of the Buyer authorizing and approving
this Agreement and the consummation of the transactions contemplated by this
Agreement;


 


(c)                                  Term
Note.   The Term Note;


 


(d)                                  Interest
Only Note.    The Interest Only Note;


 


(e)                                  Evidence
of Line of Credit.    Evidence of the existence of the
Secured Debt (as that term is defined in Section 11.1 below) in a form
reasonably satisfactory to Seller and Seller’s counsel; and


 


(f)                                    IT&E
Employee Acknowledgments.    Seller shall have received the
requisite acknowledgments from each Hired IT&E Employee (as that term is
defined in Section 7.1 below) as set forth in Section 7.5 hereof.


 


ARTICLE V



REPRESENTATIONS AND WARRANTIES OF SELLER


 


Seller hereby represents and warrants to Buyer as of
the date hereof as follows:


 


5.1.                              Organization,
Standing and Authority.    Seller is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation. Seller has all requisite
company, corporate or partnership, as applicable, power and authority to
conduct the IT&E Business as presently conducted and to execute and deliver
this Agreement and the documents contemplated hereby and to perform and comply
with all of the terms, covenants and conditions to be performed and complied
with by it hereunder and thereunder.


 


5.2.                              Authorization
and Binding Obligation.    The execution, delivery and
performance of this Agreement and each Transaction Document by Seller have been
duly authorized by all necessary company, corporate or partnership action on
the part of Seller. This Agreement and each applicable Transaction Document
have been duly executed and delivered by Seller and, assuming the due
authorization, execution and delivery of this Agreement by Buyer, constitute
the legal, valid and binding obligations of Seller enforceable against Seller
in accordance with their terms, except as the enforceability hereof may be
limited by bankruptcy, insolvency, reorganization or similar laws relating to
or affecting creditors’ rights generally, or by general equity principles
(whether applied in a court of law or a court of equity and including
limitations on the availability of specific performance or other equitable
remedies).


 


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5.3.                              No
Representations or Warranties with Respect to Purchased Assets or the IT&E
Business.    EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
THE SALE OF THE PURCHASED ASSETS IS “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS”
IN THEIR PRESENT CONDITION WITHOUT ANY RECOURSE, WARRANTY OR REPRESENTATION OF
ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE.


 


ARTICLE VI



REPRESENTATIONS AND WARRANTIES OF BUYER


 


Buyer hereby represents and warrants to Seller as of
the date hereof as follows:


 


6.1.                              Organization,
Standing and Authority.    Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the state of
its organization. Buyer has all requisite company power and authority to
conduct its business as presently conducted to execute and deliver this
Agreement and the documents contemplated hereby and to perform and comply with
all of the terms, covenants and conditions to be performed and complied with by
Buyer hereunder and thereunder. Buyer is duly qualified or licensed to do
business as a foreign company, and is in good standing, in every jurisdiction
where failure to be so qualified or licensed could have a Material Adverse
Effect on Buyer.


 


6.2.                              Authorization
and Binding Obligation.    The execution, delivery and
performance of this Agreement and the Transaction Documents by Buyer have been
duly authorized by all necessary company action on the part of Buyer. This
Agreement and each applicable Transaction Document have been duly executed and
delivered by Buyer and, assuming the due authorization, execution and delivery
of this Agreement by Seller, constitute the legal, valid and binding obligation
of Buyer, enforceable against Buyer in accordance with their terms, except as
the enforceability hereof may be limited by bankruptcy, insolvency,
reorganization or similar laws relating to or affecting creditors’ rights
generally, or by general equity principles (whether applied in a court of law
or a court of equity and including limitations on the availability of specific
performance or other equitable remedies).


 


ARTICLE VII



EMPLOYEES - EMPLOYEE BENEFITS


 


7.1.                              IT&E
Business Employees.    Buyer may, in its sole
discretion, offer employment to each employee employed in the IT&E Business
(each, an “IT&E Business Employee”), except as otherwise agreed to in
writing between the parties prior to the Closing Date. Buyer shall hire those
IT&E Business Employees to whom it makes offers effective as of the Closing
Date, at which time each such IT&E Business Employee will become an “at
will” employee of the Buyer. At the time such IT&E Business Employee
becomes an employee of 


 


7

















 


Buyer, such
IT&E Business Employee will be eligible to participate in Buyer’s benefit
plans and programs to the same extent available to other similarly situated
employees of Buyer. The IT&E Business Employees actually hired by Buyer on
the Closing Date shall be referred to herein as “Hired IT&E Employees.”  Buyer shall be responsible for paying any
wages or salaries for work performed by each Hired IT&E Employee after the
Closing, accrued vacation pay or other earned time off and severance benefits
due to each Hired IT&E Employee, and Buyer shall assume, and shall give
each Hired IT&E Employee credit for all accrued vacation and other earned
time off, which assumption is intended to discharge any obligation that the
Seller may have with respect to such vacation pay and other earned time off as
to each such Hired IT&E Employee.


 


7.2.                              Buyer
Benefit Plans.    With respect to any plans, programs
and arrangements of Buyer in which any Hired IT&E Employee is eligible to
participate on or after the Closing Date (“Buyer Employee Plans”), Buyer shall:
(i) waive all pre-existing conditions, exclusions and waiting periods with
respect to participation and coverage requirements applicable to any such
employees and their eligible dependents under any Buyer benefit plans in which
such employees and their eligible dependents may be eligible to participate
after the Closing Date, except to the extent such pre-existing conditions, exclusions
or waiting periods would apply under the analogous Seller benefit plan; (ii)
provide each Hired IT&E Employee and their eligible dependents with credit
for any co-payments and deductibles paid prior to the Closing Date (to the same
extent that such credit was given under the analogous Seller benefit plan prior
to the Closing Date) in satisfying any applicable deductible or out-of-pocket
requirements under any Buyer Employee Plans in which such employees may be
eligible to participate after the Closing Date; and (iii) recognize all service
of the Hired IT&E Employees with Seller and its respective affiliates, for
all purposes (including, purposes of eligibility to participate, vesting
credit, entitlement to benefits, and, except with respect to defined benefit
pension plans, benefit accrual) in any Buyer Employee Plans in which such
employees may be eligible to participate after the Closing Date, to the extent
that such service was credited under the analogous Seller benefit plan prior to
the Closing Date; provided that the foregoing shall not apply to the extent it
would result in duplication of benefits. In addition, the parties shall
cooperate with each other and take those actions reasonably necessary in order
to transfer each Hired IT&E Employee’s 401(k) account to an analogous plan
sponsored by the Buyer. On or before the Closing Date, Seller will pay all
employer 401(k) matching contributions that are due as of the Closing Date and
Buyer assumes no obligation with respect to any such employer contributions
that were due prior to the Closing Date.


 


7.3.                              Retained
Responsibilities.    Seller agrees to satisfy, or cause
its insurance carriers to satisfy, all claims for benefits, whether insured or
otherwise (including, but not limited to, workers’ compensation, life
insurance, medical and disability programs), under its employee benefit
programs brought by, or in respect of, IT&E Business Employees who do not
become Hired IT&E Employees. Buyer agrees to satisfy, or cause its
insurance carriers to satisfy, all claims for benefits, whether insured or
otherwise (including, but not limited to, workers’ compensation, life
insurance, medical and disability programs), under its employee benefit
programs brought by, or in respect of, Hired IT&E Employees. If any action
on the part of any Seller prior to the Closing, or if the transactions
contemplated by this Agreement shall result in any liability for severance
payments or termination benefits, such liability shall be the sole
responsibility of the Seller, and the Seller shall indemnify, defend and hold
harmless Buyer against such liability.


 


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7.4.                              Payroll
Tax.    Seller shall make a clean cut-off of payroll
and payroll tax reporting with respect to each Hired IT&E Employee paying
over to the federal, state and city governments those amounts respectively
withheld or required to be withheld for periods ending on or prior to the
Closing Date. Seller shall issue, by the date prescribed by IRS Regulations,
Forms W-2 for wages paid through the Closing Date to each such Hired IT&E
Employee. Buyer shall be responsible for all payroll and payroll tax
obligations after the Closing Date with respect to each Hired IT&E
Employee.


 


7.5.                              Employment
with Buyer.    No later than two (2) days prior to the
Closing, each Hired IT&E Employee shall execute an acknowledgment of
employment with Buyer to be effective at the Closing, acknowledging, among
other things, that: (i) the employee’s employment with the Seller has
terminated and that such employee has no carry over rights with respect to any
and all employee benefits relating to any former employment with the Seller,
including, without limitation, any accrued vacation or other paid time off, all
of which shall be and remain the sole responsibility of the Buyer and that such
employee has been paid all wages or other cash remuneration due or owing to
such employee as of the Closing Date and that Seller has made all 401(k)
matching contributions with respect to such employee that are due as of the
Closing Date; (ii) such employee has ninety (90) days to exercise the vested
portion of such employee’s options to purchase Seller common stock, if any,
after which time such options shall immediately terminate and be of no further
force or effect, (iii) upon execution of the appropriate documentation, such
employee will be fully covered under the Buyer’s standard health insurance
benefits; (iv) demotion and transfer of such employee may occur in the sole and
absolute discretion of Buyer at any time, with or without cause and/or notice;
and (v) employment with Buyer is “at-will.”


 


7.6.                              No
Third-Party Rights.    Nothing in this Agreement,
express or implied, is intended to confer upon any of Seller’s employees or
former employees, collective bargaining representatives, job applicants, any
association or group of such persons any rights or remedies of any nature or
kind whatsoever under or by reason of this Agreement, including, without
limitation, any rights of employment.


 


ARTICLE VIII



CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS


 


8.1.                              Conditions
to Obligations of Buyer to Consummate the Transactions.    The
obligation of Buyer to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction of the following conditions,
unless waived in writing prior to the Closing by Buyer:


 


(a)                                  The
Seller shall have performed, in all material respects, all obligations and
complied with all covenants required by this Agreement to be performed or
complied with by it prior to the Closing.


 


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(b)                                  Each
of the documents or other items to be delivered by the Seller at the Closing
pursuant to Section 4.2 shall have been delivered.


 


(c)                                  All
consents, approvals, authorizations, orders and action of any governmental
entity required to permit the consummation of the transactions contemplated by
this Agreement shall have been obtained, made or waived and shall be in full
force and effect.


 


(d)                                  No
action shall have been taken, and no statute, rule, regulation, executive
order, judgment, decree, or injunction shall have been enacted, entered,
promulgated or enforced (and not repealed, superseded, lifted or otherwise made
inapplicable), by any court or governmental or regulatory agency of competent jurisdiction
which restrains, enjoins or otherwise prohibits the consummation of the
transactions contemplated by this Agreement (each party agreeing to use its
reasonable best efforts to avoid the effect of any such statute, rule,
regulation or order or to have any such order, judgment, decree or injunction
lifted).


 


ARTICLE IX



CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS


 


9.1.                              Conditions
to Obligations of the Seller to Consummate the Transactions.    The
obligation of Seller to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction of the following conditions,
unless waived in writing prior to the Closing by Seller:


 


(a)                                  Buyer
shall have performed, in all material respects, all obligations and complied
with all covenants required by this Agreement to be performed or complied with,
in all material respects, by it prior to the Closing.


 


(b)                                  Each
of the documents and other items to be delivered by the Buyer at the Closing
pursuant to Section 4.3 shall have been delivered.


 


(c)                                  All
consents, approvals, authorizations, orders and action of any governmental
entity required to permit the consummation of the transactions contemplated by
this Agreement shall have been obtained, made or waived and shall be in full
force and effect.


 


(d)                                  No
action shall have been taken, and no statute, rule, regulation, executive
order, judgment, decree, or injunction shall have been enacted, entered,
promulgated or enforced (and not repealed, superseded, lifted or otherwise made
inapplicable), by any court or governmental or regulatory agency of competent
jurisdiction which restrains, enjoins or otherwise prohibits the consummation
of the transactions contemplated by this Agreement (each party agreeing to use
its reasonable best efforts to avoid the effect of any such statute, rule,
regulation or order or to have any such order, judgment, decree or injunction
lifted).


 


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ARTICLE X



INDEMNIFICATION


 


10.1.                        Pre-Closing
Liabilities.    Subject to the terms and conditions of
this Article X, Seller hereby agrees to indemnify, defend and hold harmless
Buyer from and against all Claims asserted against Buyer by any third party
arising out of or resulting from the IT&E Business (other than the Assumed
Liabilities), but in each case solely to the extent such Claim is based on
facts or circumstances in existence prior to the Closing Date. Notwithstanding
the foregoing or anything to the contrary set forth herein, Buyer shall be
solely responsible for the performance and/or payment in full of any Assumed
Liability, including, without limitation, the Accrued Accounts Payable, and may
not seek indemnity hereunder with respect to any such Assumed Liability. In
addition, notwithstanding anything to the contrary herein, Seller shall be
responsible for the payment in full of any Excluded Liability and to the extent
a Claim is asserted against Buyer which is an Excluded Liability, then Seller
shall indemnify, defend and hold harmless Buyer from such Excluded Liability Claim
in accordance with this Article X but without reference to the cost and payment
sharing provisions of Section 10.3 or the limitations set forth in Section
10.4. As used in this Article X, the term “Claim” shall include (i) all
demands, claims, suits, actions, causes of action, proceedings and assessments
brought by any third party; and (ii) all costs and expenses (including, without
limitation, interest (including prejudgment interest in any litigated or
arbitrated matter), court costs and fees and expenses of attorneys and expert
witnesses) of investigating, defending or asserting any of the foregoing or of
enforcing this Agreement.


 


10.2.                        Indemnification
Procedure.


 


(a)                                  Notice
and Defense. With respect to any claim submitted or received after the
Closing Date, the Buyer will give the Seller written notice of any such Claim
with sufficient time to enable the Seller to effectively defend such Claim (a “Valid
Notice”), and the Seller will undertake and pay for the defense thereof through
representatives and counsel selected by the Seller. Seller shall have no
obligation to indemnify the Buyer unless and until a Valid Notice is provided. If
a notice is provided in a manner that materially prejudices either Buyer’s or
Seller’s rights with respect to a Claim, then such notice shall be deemed not
to be a Valid Notice, and the Seller shall have no obligation to indemnify the
Buyer with respect to such Claim.


 


(b)                                  Failure
to Defend. If the Seller, within a reasonable time after receipt of a Valid
Notice, fails to defend such Claim actively and in good faith, the Buyer will
(upon further notice to the Seller) have the right to undertake the defense of
such Claim, provided that Buyer will not settle, compromise or consent to the
entry of a judgment with respect to such Claim without the prior written
consent of the Seller (such consent not to be unreasonably withheld or
delayed).


 


10.3.                        Payment.    Subject
to the limitations set forth in this Article X, upon judgment, determination,
settlement or compromise of any third party Claim, the Buyer shall pay directly
to the third party the full amount so determined by judgment, determination,
settlement or compromise (unless in the case of a judgment an appeal is made
from the judgment), at which 


 


11

















 


time the
Seller shall promptly reimburse the Buyer in an amount equal to: (i) one-half
of the amount actually paid by Buyer to such third party, less (ii) an amount
equal to one-half of the costs and expenses of Seller in connection with
defending such Claim (unless in the case of a judgment an appeal is made from
the judgment). If the Buyer or the Seller desires to appeal from an adverse
judgment, then the Buyer or the Seller, as the case may be, shall post and pay
the cost of the security or bond to stay execution of the judgment pending
appeal. Upon completion of the initial defense of the applicable Claim, whether
successful or not, Buyer shall promptly reimburse Seller for one-half of the
costs and expenses incurred by Seller in defending such Claim. In the
alternative, Seller, in its sole option, may offset any such amount against any
amount Seller may owe Buyer pursuant to the first sentence of this Section
10.3.


 


10.4.                        Limitations
on Indemnification.


 


(a)                                  Time
Limitation.   No claim or action shall be brought by Buyer
against Seller under this Article X after the lapse of twenty-four (24) months
following the Closing Date.


 


(b)                                  Amount
Limitation.   The Seller shall not have any obligation to
indemnify the Buyer under this Article X to the extent the aggregate amount of
the third party Claims exceed an amount equal to an aggregate of nine hundred
and ten thousand dollars ($910,000).


 


10.5.                        Reduction
in Principal of Term Note or Interest Only Note.   If the
Term Note or Interest Only Note is still outstanding on the date the Seller is
required to make any payment to Buyer under this Article X, then, in lieu of
any such payment required under this Article X, Seller may reduce the amount of
the outstanding principal balance under the Term Note or Interest Only Note, as
the case may be and at Seller’s option (which note shall then be appropriately
reamortized over the remaining life of the Term Note or Interest Only Note, as
the case may be), by the amount of any such required payment, which shall be
deemed satisfaction in full of Seller’s obligations under this Article X with
respect to such Claim.


 


ARTICLE XI


 


COVENANTS


 


11.1.                        Secured
Debt and Letter of Credit. Buyer has obtained third party financing to fund
a portion of the Purchase Price in the form of a secured line of credit in the
amount of Seven Hundred Fifty Dollars ($750,000) from New Century Bank (the “Secured
Debt”). Seller agrees to subordinate its rights as to repayment to such Secured
Debt under the Term Note or Interest Only Note. Buyer hereby covenants and
agrees that it will not violate, breach or default under the terms of any
document evidencing such Secured Debt. Buyer hereby acknowledges and agrees
that any violation, breach or default under any document evidencing such
Secured Debt shall be deemed a breach of this Agreement and shall automatically
and immediately accelerate all payments due hereunder and under the Term Note
and under the Interest Only Note. In addition, in the event the Secured Debt is
increased by any amount, the Buyer shall cause New Century Bank to issue a
stand-by letter of credit with respect to all such increased amounts up to Two
Hundred Fifty Thousand Dollars ($250,000) in favor of Seller for 


 


12

















 


the purpose of
securing Buyer’s payment obligations under Section 3.2(c) hereof. Further,
Buyer hereby covenants and agrees that for so long as the Term Note or the
Interest Only Note are outstanding or there remains a payment obligation under
this Agreement, unless concurrent with the closing of the applicable
transaction all outstanding payment obligations under each of the Term Note,
the Interest Only Note and this Agreement are satisfied in full, it will not:


 


(a)                                  amend any of its charter documents or bylaws
in a manner that may materially and adversely affect the Seller;


 


(b)                                  issue any shares of capital stock of the
Buyer from any existing class or series of capital stock or otherwise
authorize, create or issue any new class or series of securities; other than
issuances of shares of existing capital stock to employees, officers, directors
or consultants of the Buyer pursuant to equity incentive plans or other
arrangements approved by Buyer’s board of directors in connection with services
provided by such individuals; provided, however that all such issuances
together do not constitute a change of control of Buyer.


 


(c)                                  agree to or effect any sale, liquidation,
winding up, or merger of the Buyer or any other transaction or series of
transactions in which the Buyer’s assets are transferred;


 


(d)                                  effect any material acquisitions of, or
investments (whether by merger, consolidation or otherwise) in, any other
person or entity or make any material capital expenditures;


 


(e)                                  declare or pay any dividend on or make a
distribution with respect to any capital stock of the Buyer, or repurchase or
redeem any capital stock of the Buyer;


 


(f)                                    enter into any debt or lease transaction or
otherwise incur any indebtedness other than trade payables incurred in the
ordinary course of business;


 


(g)                                 make any loans or loan guarantees;


 


(h)                                 pledge or grant a security interest in any
assets of the Buyer (other than with respect to the Secured Debt);


 


(i)                                    establish or invest in any subsidiary or
joint venture;


 


(j)                                    engage in any action which would materially
and adversely affect the rights of Seller under any Transaction Document;


 


(k)                                effect any transaction with any affiliate,
officer, director, employee or shareholders or change any senior officer of the
Buyer;


 


(l)                                    effect any material change to the Buyer’s
line of business in effect as of the date hereof; or


 


(m)                              increase
the total cash compensation of any Buyer officer, director, employee or
consultant calculated as of the date immediately preceding the date hereof or
pay any cash bonus or other cash remuneration to any of the foregoing;
provided, however, that the Buyer shall be permitted to make customary cost of
living increases to such cash
compensation on an annual basis; provided, however, that the Buyer may make
distributions to its owners solely in an amount necessary to cover payments
owed by such owner to taxing authorities based on the income of the Buyer.


 


13

















 


11.2.                        Right
of First Refusal.   For so long as the Term Note, the Interest
Only Note or any payment obligation under this Agreement remain outstanding,
Seller shall have a right of first refusal with respect to (i) any sale or
other transfer of the Buyer as a whole, or (ii) any sale or other transfer of
all or substantially all of the assets comprising the IT&E Business by the
Buyer, or (iii) the sale or transfer of any equity security by any Shareholder,
in each case to any third party. If any Shareholder proposes to sell or
otherwise transfer all or any portion of any equity securities then held by
such Shareholder (whether by merger, reorganization, sale of stock or other
similar transaction or series of transactions) or the Buyer proposes to sell
all or substantially all of its assets in one transaction or a series of
transactions, the applicable party shall give the Seller notice of its
intention, describing the terms of such sale or transfer, the price and the
terms and conditions upon which such transaction would be effected. Seller
shall have forty-five (45)  days after the
receipt of such notice to agree to purchase all of such equity securities to be
sold or such assets to be sold as described in the notice and for the price and
upon the terms and conditions specified in the notice by giving written notice
to the Buyer or the relevant Shareholder(s). If the Seller fails to exercise
its rights of first refusal within such forty-five (45) day period, the Buyer
or the applicable Shareholder(s) shall have ninety (90) days thereafter to sell
such equity securities or assets, as the case may be, at a price and upon
general terms and conditions not materially more favorable to the purchasers
thereof than specified in the original notice to Seller. If the equity
securities or assets have not been sold within such ninety (90) day period, the
Buyer or the relevant Shareholder(s), as the case may be, shall not thereafter
sell or otherwise transfer any equity securities of Buyer or any assets of
Buyer, without first offering the same to the Seller in the manner provided above.


 


11.3.                        Board
Seat or Observer Rights.


 


(a)                                  For  so long as the Term Note, the Interest Only Note or any
payment obligation under this Agreement remain outstanding, Seller, at its sole
option, shall be entitled to appoint one director to the Buyer’s board of
directors who shall be an employee of Seller mutually agreed to by Buyer and
Seller. Buyer hereby covenants and agrees to undertake those acts necessary to
enable such appointment. If the Seller elects not to appoint a director to the
Buyer’s board of directors, Buyer shall allow one representative designated by
the seller to attend all meetings of the Buyer’s board of directors in a
nonvoting capacity, and in connection therewith, the Buyer shall give such
representative copies of all notices, minutes, consents and other materials,
financial or otherwise, which the Buyer provides to its board of directors;
provided, however, that the Buyer reserves the right to exclude such
representative from access to any material or meeting or portion thereof if the
Buyer believes upon advice of counsel that such exclusion is reasonably
necessary to preserve the attorney-client privilege.


 


14

















 


(b)                                  To
the extent Seller elects to appoint one director to the Buyer’s board of
directors the following voting provisions shall apply:


 


(i)                                     All
shares of outstanding voting capital stock of the Buyer now held or
subsequently acquired by each of the Shareholders shall be subject to the
provisions of this Section 11.3 (including shares of capital stock
issued in respect of shares now held or subsequently acquired as a result of
conversion, stock splits, stock dividends or otherwise). For so long as the
Term Note, the Interest Only Note or any payment obligation under this
Agreement remain outstanding, each Shareholder, in his/her/its capacity as a
shareholder of the Buyer, agrees to vote all shares of capital stock of Buyer
now or hereafter directly or indirectly owned (of record or beneficially) by
such Shareholder to maintain the authorized number of members of the Board of
Directors of the Buyer at no more than five (5) directors.


 


(ii)                                  For
so long as the Term Note, the Interest Only Note or any payment obligation
under this Agreement remain outstanding, each Shareholder agrees to vote (in
accordance with the voting provisions of the Buyer’s charter documents) all
shares of capital stock of Buyer now or hereafter directly or indirectly owned
(of record or beneficially) by such Shareholder, in such manner as may be
necessary to elect (and maintain in office):


 


(1)                                  one
(1) member of the Buyer’s board of directors designated by the Seller, in
Seller’s sole discretion (the “Averion Director”); and


 


(2)                                  four
(4) members of the Buyer’s board of directors designated by a majority in
interest of the Buyer’s outstanding voting stock (the “Shareholder Directors”).


 


(iii)                               In the event of the
resignation, death, removal or disqualification of:


 


(1)                                  the
Averion Director, Seller shall promptly nominate a new director (or promptly
inform Buyer that it elects not to so appoint a new director at that time),
and, after written notice of the nomination has been given by such parties to
the other parties, each Shareholder shall vote its shares of capital stock of
Buyer to elect such nominee to the board of directors; or


 


(2)                                  a
Shareholder Director, a majority in interest of Buyer’s voting stock shall
promptly nominate a new director, and, after written notice of the nomination
has been given by such parties to the other parties, each Stockholder shall
vote its shares of capital stock of Buyer to elect such nominee to the board of
directors.


 


11.4.                        Effect
on Transferees.  Each and every transferee or assignee of any shares
of capital stock of the Buyer from any Shareholder shall be bound by and
subject to the terms and conditions of this Agreement that are applicable to
the transferor or assignor of such shares, including, without limitation, Sections
11.2 and 11.3 hereof, and Buyer shall require, as a condition
precedent to the transfer of any shares of capital stock of Buyer subject to
this Agreement, that the transferee agrees in writing to be bound by, and
subject to, all the terms and conditions of this Agreement.


 


15

















 


11.5.                        Legend.
The Shareholders agree that all Buyer share certificates now or hereafter held
by them that represent shares of capital stock of Buyer subject to this
Agreement will be stamped or otherwise imprinted with a legend to read as
follows:


 


“THE
SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AGREEMENTS AND RESTRICTIONS
WITH REGARD TO THE VOTING OF SUCH SHARES AND THEIR TRANSFER, AS PROVIDED IN THE
PROVISIONS OF AN ASSET PURCHASE AGREEMENT DATED AS OF EVEN DATE HEREWITH, A
COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION.”


 


11.6.                        Basic
Financial Information and Reporting.


 


(a)                                  The Buyer will keep accurate books of record
and account for itself pertaining to the Buyer’s business and financial
condition and such other matters as the Seller may from time to time request in
which true and complete entries will be made in accordance with generally
accepted accounting principles (“GAAP”) consistently applied and, upon request
of and reasonable notice by the Seller, will permit any officer, employee,
attorney or accountant for the Seller to audit, review, make extracts from or
copy any and all corporate and financial books and records of the Buyer at all
reasonable times during ordinary business hours on reasonable advance notice,
to discuss the affairs of the Buyer with any of its directors, officers,
employees or agents and to conduct a review of the Buyer’s books and records.


 


(b)                                  For so long as the Term Note, the Interest
Only Note or any payment obligation under this Agreement remain outstanding,
Buyer will provide to Seller weekly reports containing a current aging of all
of Buyer’s accounts receivable, accounts payable and a complete and accurate
representation as to back log as of the applicable date and such other
information as the Seller may request reasonably from time to time.


 


(c)                                  For so long as the Term Note, the Interest
Only Note or any payment obligation under this Agreement remain outstanding,
Buyer will furnish Seller: (i) at least thirty (30) days prior to the
beginning of each fiscal year an annual budget and operating plans for such
fiscal year (and as soon as available, any subsequent written revisions
thereto); and (ii) as soon as practicable after the end of each month, and
in any event within twenty (20) days thereafter, a balance sheet of the Buyer
as of the end of each such month, and a statement of income and a statement of
cash flows of the Buyer for such month and for the current fiscal year to date,
including a comparison to plan figures for such period, prepared in accordance
with GAAP consistently applied, with the exception that no notes need be
attached to such statements and year-end audit adjustments may not have been
made.


 


(d)                                  For so long as the Term Note, the Interest
Only Note or any payment obligation under this Agreement remain outstanding,
Buyer will provide to Seller copies of all notices, consents, materials,
financial or otherwise, and any other information provided to any holder of
Secured Debt at the same time any such material or information is provided to
any such holder of Secured Debt.


 


16




















 


11.7.        Covenant Against
Competition. Seller covenants and agrees that, for a period of one (1) year
after the Closing Date, Seller will refrain from engaging in a business that is
competitive with the IT&E Business within the territorial limits of the
United States other than certain arrangements, understandings and agreements
with certain of its existing customers and clients and services provided to
customers in the ordinary course of the Seller’s contract research organization
business. Seller and its officers, directors and representatives will also
refrain for a period of one (1) year after the Closing Date from actively
soliciting or encouraging any employee of the Buyer to terminate such
employment with Buyer for the purpose of entering into an employment
arrangement with the Seller, provided that nothing herein shall prevent Seller
from offering employment to any person who is responding to a general
advertisement related to employment that is widely circulated.


 


ARTICLE XII



TERMINATION


 


12.1.        Right of Termination Without Breach. This
Agreement may be terminated without further liability of any party at any time
prior to the Closing:


 


(a)           by
mutual written agreement of Buyer and each Seller; or


 


(b)           by
either Buyer or each Seller if the Closing shall not have occurred on or before
October 15, 2007, provided the terminating party has not, through breach of a
representation, warranty or covenant, prevented the Closing from occurring on
or before such date.


 


12.2.        Termination for Breach.


 


(a)           Termination
by Buyer. If (i) there has been a material violation or breach by Seller of
any of the agreements, representations or warranties contained in this
Agreement which has not been waived in writing by Buyer, or if such breach has
not been cured by Seller, within ten (10) business days following receipt of
the notice of such breach or on the date immediately preceding the scheduled
Closing Date, whichever is earlier; or (ii) there has been a failure of
satisfaction of a condition to the obligations of Buyer which has not been so
waived; or (iii) Seller shall have attempted to terminate this Agreement under
this Article XII or otherwise without grounds to do so, then Buyer may, by
written notice to Seller at any time prior to the Closing that such violation,
breach, failure or wrongful termination attempt is continuing, terminate this
Agreement with the effect set forth in subsection (c) hereof.


 


(b)           Termination
by Seller. If (i) there has been a material violation or breach by Buyer of
any of the agreements, representations or warranties contained in this
Agreement which has not been waived in writing by Seller, or if such breach has
not been cured by the Buyer within ten (10) business days following receipt of
the notice of such breach or on the date immediately preceding the scheduled
Closing Date, whichever is earlier; or (ii) there has been a failure of
satisfaction of a condition to the obligations of Seller which has not been so
waived; or (iii) Buyer shall have attempted to terminate this Agreement under
this Article XII or otherwise without grounds to do so, then Seller may, by
written notice to Buyer at any time prior to the Closing that such violation,
breach, failure or wrongful termination attempt is continuing, terminate this
Agreement with the effect set forth in subsection (c) hereof.


 


17

















 


(c)           Effect
of Termination. Termination of this Agreement pursuant to this Article XII
shall not in any way terminate, limit or restrict the rights and remedies of any
party hereto against any other party which has violated, breached or failed to
satisfy any of the representations, warranties, covenants, agreements,
conditions or other provisions of this Agreement prior to termination hereof.


 


ARTICLE XIII



MISCELLANEOUS


 


13.1         Certain
Definitions; Rules of Construction. Definitions shall apply equally to both
the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. All references herein to Articles, Sections, Exhibits and
Schedules shall be deemed to be references to Articles and Sections of, and
Exhibits and Schedules to, this Agreement unless the context shall otherwise
require. All Exhibits and Schedules attached hereto shall be deemed
incorporated herein as if set forth in full herein and, unless otherwise
defined therein, all terms used in any Exhibit or Schedule shall have the
meaning ascribed to such term in this Agreement. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation.”  The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement. Unless otherwise expressly provided herein, any agreement, plan,
instrument or statute defined or referred to herein or in any agreement or
instrument that is referred to herein means such agreement, plan, instrument or
statute as from time to time amended, modified or supplemented, including (in
the case of agreements or instruments) by waiver or consent and (in the case of
statutes) by succession of comparable successor statutes and references to all
attachments thereto and instruments incorporated therein. For the purposes of
this Agreement, the following terms shall have the following meanings:


 


“Affiliate” as used in this Agreement, shall
mean and include all directors and officers of any Person; the spouse of any
such Person; any Person who would be the heir or descendant of any such person
if he or she were not living; and any entity in which any of the foregoing has
a direct or indirect interest (except through ownership of less than five
percent (5%) of the outstanding shares of any entity whose securities are
listed on a national securities exchange or traded in the national over-the-counter
market).


 


“Encumbrance” means any lien, claim, charge,
security interest, mortgage, pledge, easement, conditional sale or other title
retention agreement, defect in title, covenant or other restrictions of any
kind.


 


“Liabilities” means any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency or obligation or
responsibility, known or unknown, fixed or unfixed, choate or inchoate,
liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent
or otherwise, whether or not of a kind required by GAAP to be set forth on a
financial statement or in the notes thereto.


 


18

















 


“Material Adverse Effect,” as used in this
Agreement, shall mean any change, effect, event or occurrence that is
materially adverse to the condition (financial or otherwise), assets,
properties, business or operations of such party and its subsidiaries, taken as
a whole.


 


“Person” means any individual, corporation,
partnership, limited liability company or partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).


 


“Transaction Documents” means this Agreement,
the Term Note, the Interest Only Note and any other certificate, document or
agreement required pursuant to any of the foregoing.


 


13.2.        Further Assurances. The parties hereto
agree to use all reasonable good faith efforts to take all actions and to do
all things necessary, proper or advisable to fulfill the conditions to Closing
set forth in this Agreement and consummate the transactions contemplated hereby.
In addition, each party hereto agrees to execute reasonable  supplemental or additional documents, to
execute reasonable amendments to documents delivered at Closing, to re-execute
documents delivered at Closing and to take any other reasonable actions as are
necessary or reasonably appropriate to fully carry out and consummate the
transactions contemplated herein or to correct errors or omissions, if any, in
any document delivered at Closing. In addition, Buyer hereby agrees to provide
Seller with access to and/or copies of Buyer’s books and records upon
reasonable advance notice in order to enable Seller to fulfill its obligations
under this Agreement or for any other legitimate business purpose of Seller.


 


13.3.        Public Announcement. Neither the Seller
nor Buyer or any of their Affiliates shall, without the approval of the other,
which approval shall not be unreasonably withheld or delayed, make any press
release or other public announcement concerning the transactions contemplated
by this Agreement, except as and to the extent that any such party shall be so
obligated by law or by the rules, regulations or policies of the Securities
Exchange Commission.


 


13.4.        Assignment; Parties in
Interest.


 


(a)           Assignment.
Except as expressly provided herein or in a Transaction Document, the rights
and obligations of a party hereunder may not be assigned, transferred or
encumbered without the prior written consent of the other parties.


 


(b)           Parties
in Interest. This Agreement shall be binding upon, inure to the benefit of,
and be enforceable by the respective successors and permitted assigns of the
parties hereto. Nothing contained herein shall be deemed to confer upon any
other Person any right or remedy under or by reason of this Agreement.


 


13.5         Law
Governing Agreement. This Agreement shall be construed and interpreted
according to the internal laws of the State of Delaware, without regard to
principles of conflict of laws.


 


19

















 


13.6         Amendment
and Modification. Buyer and Seller may amend, modify and supplement this
Agreement in such manner as may be agreed upon by them in writing.


 


13.7         Notice.
All notices, requests, demands and other communications hereunder shall be
given in writing and shall be:  (i)
personally delivered; (ii) sent by telecopier, facsimile transmission or other
electronic means of transmitting written documents; or (iii) sent to the
parties at their respective addresses indicated herein by registered or
certified U.S. mail, return receipt requested and postage prepaid, or by private
overnight mail courier service. The respective addresses to be used for all
such notices, demands or requests are as follows:


 


(a)           If
to Buyer, to:


 


IT&E, Inc.


1610 Medical Drive


Pottstown, PA  19484

Attention:                              

Telephone: (     )                    


 


With a required copy to:


 


Gary A. Hurwitz


March Hurwitz &
DeMarco

17 West Third Street


Media, Pennsylvania 19063

Telephone: (610) 565-3950


 


or to such other person or address as Buyer shall
furnish to Seller in writing.


 


(b)           If
to Seller, to:


 


Averion International
Corp.

225 Turnpike Road

Southborough, MA 01772


Attention: Chris
Codeanne, CFO


Telephone: (508) 597-5887


 


With a required copy to:


 


Foley & Lardner LLP


402 W. Broadway


21st Floor


San Diego, CA 92101


Attention: Adam Lenain,
Esq.


Facsimile: (619) 234-3510


 


or to such other person or address as Seller shall
furnish to Buyer in writing.


 


20

















 


If personally delivered, such communication shall be
deemed delivered upon actual receipt; if electronically transmitted pursuant to
this paragraph, such communication shall be deemed delivered the next IT&E
Business day after transmission (and sender shall bear the burden of proof of
delivery); if sent by overnight courier pursuant to this paragraph, such
communication shall be deemed delivered upon receipt; and if sent by U.S. mail
pursuant to this paragraph, such communication shall be deemed delivered as of
the date of delivery indicated on the receipt issued by the relevant postal
service, or, if the addressee fails or refuses to accept delivery, as of the
date of such failure or refusal. Any party to this Agreement may change its
address for the purposes of this Agreement by giving notice thereof in
accordance with this Section.


 


13.8         Expenses.
Regardless whether or not the transactions contemplated hereby are consummated,
each of the parties hereto shall bear their own respective expenses and the
expenses of its counsel and other agents in connection with the transactions
contemplated hereby.


 


13.9         Attorneys’
Fees. The parties agree that the prevailing party in any action brought
with respect to or to enforce any right or remedy under this Agreement shall be
entitled to recover from the other party or parties all reasonable costs and
expenses of any nature whatsoever incurred by the prevailing party in
connection with such action, including without limitation attorneys’ fees,
expenses and prejudgment interest.


 


13.10       Entire Agreement; Enforceability. This
Agreement, including all the Exhibits and Schedules, and the Transaction
Documents:  (i) constitute the entire
agreement among the parties with respect to the transactions contemplated
herein and supersedes all prior agreements and understandings, both written and
oral, among the parties, with respect to the subject matter hereof and thereof,
including, without limitation, that certain letter of intent dated June 18,
2007, by and among the parties, and (ii) shall be binding upon, and are solely
for the benefit of each party hereto and nothing in this Agreement is intended
to confer upon any other Person any rights or remedy of any nature whatsoever
hereunder or by reason of this Agreement or any of the Transaction Documents.


 


13.11       Severability. Any term or provision of
this Agreement which is invalid, illegal or unenforceable in any jurisdiction
shall, as to that jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without rendering invalid, illegal
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.


 


13.12       Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall become effective when one or more counterparts
have been signed by each of the parties and delivered (by facsimile or
otherwise) to the other parties, it being understood that all parties need not
sign the same counterpart. Any counterpart or other signature delivered by
facsimile shall be deemed for all purposes as constituting good and valid
execution and delivery of this Agreement by a party.


 


21

















 


13.13       Headings. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Section, subsection, preamble,
recital and party references are to this Agreement unless otherwise stated. No
party or its counsel shall be deemed the drafter of this Agreement for purposes
of construing its provisions, and all language in all parts of this Agreement
shall be construed in accordance with its fair meaning, and not strictly for or
against any party. The parties waive any rule of law or judicial precedent that
provides that contractual ambiguities are to be construed against the party who
shall have drafted the contractual provision in question. The word “including”
shall mean “including without limitation.”


 


[Signature
Page to Asset Purchase Agreement Follows]


 


22

















 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date and year first above written.


 


	
  “Buyer”

  	
  IT&E, Inc.,

  a Pennsylvania corporation

  
	
   

  	
   

  



 


	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harvey F. Greenawalt,
  Jr.

  
	
   

  	
  Name:

  	
  Harvey F. Greenawalt,
  Jr.

  
	
   

  	
  Title:

  	
   President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip D. Clark

  
	
   

  	
  Name:

  	
  Philip D. Clark

  
	
   

  	
  Title:

  	
   V.P., Business Development

  
	
   

  	
   

  
	
   

  	
   

  
	
  “Seller”

  	
  Averion International Corp.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip T. Lavin, Ph.D.

  
	
   

  	
  Name:

  	
  Philip T. Lavin, Ph.D. 

  
	
   

  	
  Title:

  	
    Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IT&E International, Inc.,
  

  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip T. Lavin,
  Ph.D.

  
	
   

  	
  Name:

  	
  Philip T. Lavin, Ph.D. 

  
	
   

  	
  Title:

  	
    President

  
	
   

  	
   

  
	
   

  	
   

  
	
  “Shareholders”

  	
  /s/ Phil Clarke aka
  Philip D. Clark

  
	
   

  	
  Phil Clarke

  
	
   

  	
   

  
	
   

  	
  /s/ Harvey F.
  Greenawalt, Jr.

  
	
   

  	
  Harvey F. Greenawalt

  
					



 


 


[Signature
Page to Asset Purchase Agreement Follows]


 

















 


EXHIBIT A

FORM OF BILL OF SALE


 


1

















 


BILL OF SALE


 


This Bill of Sale dated October 3, 2007, is being
entered into pursuant to and in accordance with that certain Asset Purchase
Agreement entered into by and among Averion International Corp., a Delaware
corporation, and IT&E International, Inc., a California Corporation
(together, the “Seller”), on the one hand, and IT&E, Inc., a Pennsylvania
corporation (the “Buyer”) and the Shareholders, on the other hand, dated as of
October 3, 2007 (the “Purchase Agreement”). Capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Purchase
Agreement.


 


KNOW ALL MEN BY THESE PRESENTS, that Seller, for good
and valuable consideration, the receipt of which is hereby acknowledged,
effective as of the date set forth below, hereby irrevocably sells, conveys,
transfers and assigns unto Buyer, its successors and assigns, all of the right,
title and interest of Seller in and to the Purchased Assets, free and clear of
all Encumbrances;


 


TO HAVE AND TO HOLD the same unto Buyer, its successors
or assigns, forever, and Seller does hereby covenant and agree that it will
from time to time, if requested by Buyer or its successors and assigns,
execute, acknowledge and deliver, or will cause to be done, executed and
delivered to Buyer or its successors or assigns, such and all further acts,
transfers, assignments, deeds, powers and assurances of title, and additional
papers and instruments, and to cause to be done all acts or things as often as
may be proper or necessary for better assuring, conveying, transferring and
assigning all of the Purchased Assets hereby sold, conveyed, transferred or
assigned, and effectively to carry out the intent hereof, and to vest in the
entire right, title and interest of Seller in and to all of the said Purchased Assets.


 


 


[Signature
Page Follows]


 


2

















 


IN WITNESS WHEREOF, the Seller
has caused this instrument to be executed by its duly authorized officers as of
the date and year first above written.


 


 


	
  “Seller”

  	
  Averion International Corp.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Philip T. Lavin,
  Ph.D.

  
	
   

  	
  By:

  	
     Philip
  T. Lavin, Ph.D. 

  
	
   

  	
  Title:

  	
   Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IT&E International, Inc.,

  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Philip T. Lavin,
  Ph.D.

  
	
   

  	
  By:

  	
     Philip.
  T. Lavin, Ph.D. 

  
	
   

  	
  Title:

  	
   President

  
	
   

  	
   

  
				



 


 


[Signature Page to Bill of Sale]


 


3

















 


EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


 


1

















 


THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made
as of October 3, 2007, by and among Averion International Corp., a Delaware
corporation, and IT&E International, Inc., a Delaware limited liability
company (together, the “Assignor”), on the one hand, and IT&E, Inc., a
Pennsylvania corporation, on the other hand (the “Assignee”). Unless otherwise
indicated, capitalized terms used herein but not otherwise defined herein shall
have the meaning ascribed to such terms in that certain Asset Purchase
Agreement dated on even date herewith, by and among the Assignor, on the one
hand, and Assignee and Harvey F. Greenawalt and Phil Clark, on the other hand
(the “Asset Purchase Agreement”).


 


WHEREAS,
pursuant to the Asset Purchase Agreement, the Assignor has agreed to assign and
Assignee has agreed to assume all rights in, to and under all contracts to
which the Assignor is a party and that relate solely to the IT&E Business,
which shall include the Real Property Leases and the Personal Property Leases,
all of which are identified in the Asset Purchase Agreement as the Assumed
Contracts, other than those Excluded Contracts set forth on Schedule 2.2(a) of
the Asset Purchase Agreement.


 


NOW,
THEREFORE, for and in consideration of the foregoing
premises, and the mutual covenants set forth below and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Assignor and Assignee agree as follows:


 


1.             The
Assignor hereby bargains and irrevocably conveys, transfers, assigns, delivers
and sets over to Assignee, the Assumed Contracts, including, without
limitation, the Real Property Leases and the Personal Property Leases, and
Assignee purchases and assumes all of the Assignor’s rights, title and
interests in and to the Assumed Contracts, and assumes the obligations under
the Assumed Contracts.


 


2.             To
the extent that any Assumed Contract for which assignment to Assignee is
provided herein is not assignable without the consent of another party, this
Agreement shall not constitute an assignment or an attempted assignment thereof
if such assignment or attempted assignment would constitute a breach thereof. The
Assignor and Assignee agree to use their commercially reasonable efforts
(without any requirement on the part of Assignor or Assignee to pay any money
or agree to any change in the terms of any such Assumed Contract) to obtain the
consent of such other party to the assignment of any such Assumed Contract to
Assignee in all cases in which such consent is or may be required for such assignment.
Assignee shall be primarily responsible for obtaining each such required
consent, and Assignee shall report to Assignor on a weekly basis after the
Closing Date as to the status of obtaining each such consent if all such
consents are not obtained prior to the Closing.


 


3.             Assignee
hereby accepts the transfer and assignment of the Assumed Contracts, including,
without limitation, the Real Property Leases and Personal Property Leases, and
assumes all obligations in connection with such Assumed Contracts.


 


4.             This
Agreement may be executed in any number of counterparts and all so executed
shall constitute one Agreement, binding on the Assignors and Assignee, 


 


2

















 


notwithstanding that the Assignors and Assignee are
not signatories to the original or the same counterpart. This Agreement may be
executed by facsimile.


 


5.             The
provisions of this Agreement are severable. If any article, section, paragraph,
provision or clause of this Agreement shall be unenforceable, illegal or
invalid, it shall not affect the enforceability, legality or validity of any
one or more of the other articles, sections, paragraphs or provisions of this
Agreement.


 


6.             This
Agreement is deemed to have been entered into and executed in the State of
Delaware, and all questions with respect to the construction of this Agreement
and the rights and liabilities of the parties shall be determined in accordance
with the provisions of the internal laws of the State of Delaware, without
regard to conflicts of laws principles.


 


 


[Remainder
of Page Intentionally Left Blank]


 


3

















 


IN
WITNESS WHEREOF, the undersigned have caused their duly authorized officers to
execute and deliver this Agreement on the day and year first above written. 


 


	
  “Assignor”

  	
  Averion International Corp.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip T. Lavin,
  Ph.D.

  
	
   

  	
  Name:

  	
  Philip T. Lavin, Ph.D. 

  
	
   

  	
  Title:

  	
    Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IT&E International, Inc.,

  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip T. Lavin,
  Ph.D.

  
	
   

  	
  Name:

  	
  Philip T. Lavin, Ph.D. 

  
	
   

  	
  Title:

  	
    President

  
	
   

  	
   

  
	
   

  	
   

  
	
  “Assignee”

  	
  IT&E, Inc.,

  a Pennsylvania corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harvey F.
  Greenawalt, Jr.

  
	
   

  	
  Name:

  	
  Harvey F. Greenawalt,
  Jr.

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip D. Clark

  
	
   

  	
  Name:

  	
  Philip D. Clark

  
	
   

  	
  Title:

  	
  V.P., Business
  Development

  
						



 


 


[Signature
Page to Assignment and Assumption Agreement]


 


4

















 


EXHIBIT C

FORM OF TERM NOTE


 


 


[see
attached]


 


1

















 


EXHIBIT D

FORM OF INTEREST ONLY NOTE


 


 


[see
attached]


 


1