EX-10.53






EXECUTION COPY




STOCK PURCHASE AGREEMENT




by and among




ALION SCIENCE AND TECHNOLOGY CORPORATION,

a Delaware Corporation,




JOHN J. McMULLEN ASSOCIATES, INC.,

a New York Corporation,




MARSHALL & ILSLEY TRUST COMPANY N.A.

(as Successor in Interest to Marshall & Ilsley Trust Company of Arizona),

as Trustee to the

JOHN J. McMULLEN ASSOCIATES, INC. EMPLOYEE STOCK OWNERSHIP TRUST




and




P. THOMAS DIAMANT,




ANTHONY SERRO,




and




DAVID HANAFOURDE




April 1, 2005










1






EXECUTION VERSION




STOCK PURCHASE AGREEMENT




This Stock Purchase Agreement (the “Agreement”) is made and entered into this 1st day of
April, 2005, by and among (i) Alion Science and Technology Corporation, a Delaware corporation
(“Buyer”), (ii) John J. McMullen Associates, Inc., a New York corporation (“JJMA”), (iii)
Marshall & Ilsley Trust Company N.A. (as successor in interest to Marshall & Ilsley Trust Company
of Arizona), not in its corporate capacity, but solely as trustee (the “Seller Trustee”) of the
John J. McMullen Associates, Inc. Employee Stock Ownership Trust (“Seller”), and (iv) P. Thomas
Diamant, Anthony Serro and David Hanafourde (the “SAR/Option Holders”).



RECITALS




WHEREAS, Seller owns 1,084,545.68 shares (the “Seller Owned Shares”) of common stock of JJMA,
$0.01 par value per share (the “JJMA Common Stock”), which constitute all of the presently issued
and outstanding capital stock of JJMA;



WHEREAS, the holders of Stock Options have the vested right to acquire, in the aggregate,
140,000 shares (the “Option Exercise Shares”) of JJMA Common Stock;



WHEREAS, Buyer, Seller, and the holders of Stock Options desire to effect a transaction, in
accordance with the terms of this Agreement, as a result of which the holders of Stock Options will
exercise their vested Stock Options, and the Seller Owned Shares and the Option Exercise Shares
(collectively, the “JJMA Shares”) shall be sold by Seller and the holders of Stock Options to Buyer
on the terms and conditions set forth in this Agreement (the “Transaction”).



AGREEMENT





The parties, intending to be legally bound, agree as follows:



ARTICLE 1




DEFINITIONS




For purposes of this Agreement, the following terms have the meanings specified or referred to
in this Article 1:




“Actual Net Working Capital” has the meaning set forth in Section 2.08(d).




“Actual Supplemental Amount” has the meaning set forth in Section 2.08(e).



“Adverse Consequences” means all actions, suits, proceedings, hearings, investigations,
charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages,
dues, penalties, fines, costs (including without limitation costs of investigation and defense and
reasonable attorneys’ fees), amounts paid in settlement, liabilities, obligations, Taxes,
Encumbrances, losses, expenses and fees, whether or not involving a third-party claim. Adverse
Consequences shall include any amount, directly and proximately caused by a Breach, by which (i)
the aggregate fair market value of the JJMA Shares as of the Closing Date, taking into account such
Breach, was less than the JJMA Shares Fair Market Value, determined without taking account of such
Breach, multiplied by the number of JJMA Shares (provided, any such difference in value shall be
measured using the same principles and methodology used to determine the JJMA Shares Fair Market
Value), or (ii) the aggregate fair market value of the Buyer Shares as of the Closing Date, taking
into account such Breach, would have been less than the Buyer Shares Fair Market Value, determined
without taking account of such Breach, multiplied by the number of Buyer Shares (provided, any such
difference in value shall be measured using the same principles and methodology used to determine
the Buyer Shares Fair Market Value).



“Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with such Person, whether such common control
be direct or indirect.




“Agreement” has the meaning set forth in the Preamble.



“Applicable Contract” means any Contract (a) under which JJMA or Buyer, as the context
indicates, has acquired any rights, (b) under which JJMA or Buyer, as the context indicates, has
become subject to any obligation or liability, or (c) by which JJMA or Buyer, as the context
indicates, or any of the Assets owned or used by it, is bound.



“Assets” means, with respect to any Person, all cash and cash equivalents, marketable
securities and Personal Property or leasehold improvements owned by such Person, all Contracts,
Leases and property warranties to which such Person is a party, all Governmental Authorizations
held by such Person, all Intellectual Property Assets and all other assets of such Person.



“Best Efforts” means the efforts that a prudent Person desirous of achieving a result would
use in similar circumstances to ensure that such result is achieved as expeditiously as possible;
provided, however, that an obligation to use Best Efforts under this Agreement does not require the
Person subject to that obligation to take actions that would result in a materially adverse change
in the benefits to such Person of this Agreement and the Contemplated Transactions.



“Breach” means any inaccuracy in or any failure to perform or comply with a representation,
warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered
pursuant to this Agreement.




“Buyer” has the meaning set forth in the Preamble.



“Buyer Basket Exceptions” means the representations and warranties made by the Buyer in
Section 4.02 (Authority; No Conflicts); Section 4.03 (Capitalization); and Section 4.04 (Brokers or
Finders).



“Buyer Disclosure Schedules” means the schedules prepared by Buyer and attached hereto as
Exhibit A.



“Buyer Facilities” means any real property, leaseholds, or other interests currently owned or
operated by Buyer or any of its Subsidiaries and any buildings, plants, structures, or equipment
(including motor vehicles) currently owned or operated by Buyer or any of its Subsidiaries.



“Buyer ESOT” means The Alion Science and Technology Corporation Employee Ownership, Savings
and Investment Trust.




“Buyer KSOP” has the meaning set forth in Section 2.07.




“Buyer Indemnitees” has the meaning set forth in Section 10.02(a).




“Buyer SEC Reports” has the meaning set forth in Section 4.11.




“Buyer Shares” has the meaning set forth in Section 2.02(a).



“Buyer Shares Fair Market Value” means the fair market value per share of the Buyer Shares as
of the Closing Date determined based on the fair market value of Buyer on a going concern basis as
of a date which is no more than five (5) business days prior to the Closing Date using the
valuation as of such date performed by Houlihan, Lokey Howard & Zukin applying the methodology used
by Houlihan, Lokey Howard & Zukin in its valuation of the Buyer as of March 16, 2005 presented in
its report dated March 28, 2005.



“Cash” means, as of the applicable date of determination, the difference of (a) the aggregate
amount of cash and cash equivalents held in the bank accounts, including money market accounts, of
a Person minus (b) the aggregate balance of all outstanding checks written against such
accounts; provided, however, that in no event shall the exercise price amounts paid by the
Option Holders to JJMA for the Option Exercise Shares constitute Cash.




“Closing” has the meaning set forth in Section 2.05.




“Closing Date” has the meaning set forth in Section 2.05.




“Closing Purchase Price Certificate” has the meaning set forth in Section 2.04.



“Collateral Documents” means any documents, instruments or certificates to be executed and
delivered by the Parties hereunder or thereunder.




“Confidentiality Agreement” has the meaning set forth in Section 11.03.



“Consent” means any consent, approval, ratification, order, waiver, or other authorization or
action of, any filing registration or declaration with, or notice to any Person, including any
Governmental Authorization.



“Contemplated Transactions” means the Transaction and all of the other transactions
contemplated by this Agreement, including the performance by the parties of their respective
covenants and obligations under this Agreement.



“Contract” means any contract, agreement, bond, note, indenture, mortgage, debt instrument,
grant, license (and all contracts, agreements, concerning Intellectual Property), franchise, lease,
instrument or obligation or undertaking of any kind written or oral (including any amendments and
other modifications thereto) that is legally binding on either of the parties to the Contract;
provided, however, that such term shall not include any JJMA Plan as defined in Section 3.13 hereof
or any Buyer Plan as defined in Section 4.07 hereof.




“Copyrights” has the meaning set forth in Section 3.21(a)(iv).



“Current Government Contract” means all Government Contracts for which work has been performed
by JJMA, whether directly or indirectly through subcontractors, any time in the seven years
immediately preceding the date hereof, unless such Government Contract has been closed out and
final payment has been received by JJMA.




“DCAA” means the Defense Contract Audit Agency of the United States Government.




“Deferred Payments” means the Diamant Deferred Payments and the Serro Deferred Payments.




“Designated Representations” has the meaning set forth in Section 10.02(b).




“Determination” has the meaning set forth in Section 2.08(c).




“Diamant Deferred Payments” has the meaning set forth in Section 2.10.




“Diamant Additional Payment” has the meaning set forth in Section 2.10.




“Distributable Amount” means the Supplemental Amount less the First ESOP Supplement.




“Effective Time” means 11:59 p.m. on the Closing Date.




“Employment Agreements” has the meaning set forth in Section 2.06(a)(ii).



“Encumbrance” means any charge, claim, option, pledge, security interest, right of first
refusal, or restriction of any kind.



“Environmental, Health, and Safety Liabilities” means any cost, damages, expense, liability,
obligation, or other responsibility arising from or under any Environmental Law or Occupational
Safety and Health Law and consisting of or relating to:



(a) any environmental, health, or safety matters or conditions (including any Hazardous
Activity, any Hazardous Materials, on-site or off-site contamination, occupational safety and
health, and regulation of chemical substances or products);



(b) fines, penalties, judgments, awards, settlements, legal or administrative proceedings,
damages, losses, claims, demands and response, investigative, remedial, or inspection costs and
expenses arising under any Environmental Law or Occupational Safety and Health Law;



(c) financial responsibility under any Environmental Law or Occupational Safety and Health Law
for cleanup costs or corrective action, including any investigation, cleanup, removal, containment,
or other remediation or response actions (“Cleanup”) required by applicable Environmental Law or
Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by
any Governmental Body or any other Person) and/or for any natural resource damages; or



(d) any other compliance, corrective, investigative, or remedial measures required under any
Environmental Law or Occupational Safety and Health Law.



The terms “removal,” “remedial,” and “response action,” include the types of activities
covered by the United States Comprehensive Environmental Response, Compensation, and Liability Act,
42 U.S.C. § 9601 et seq., as amended.



“Environmental Law” means and includes any federal, state, or local law, statute, ordinance,
code, rule, regulation, permit, agreement, order, or decree regulating or relating to protection of
human health, safety or the environment, or regulating or imposing liability or standards of
conduct concerning the use, storage, treatment, transportation, manufacture, refinement, handling,
production, release or disposal of any Hazardous Materials, as now or at any time hereafter in
effect, including, without limitation, the Federal Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq.; the Emergency Planning and Community
Right-to-Know Act, 42 U.S.C. §§ 11001 et seq.; the Resource Conservation and Recovery Act, 42
U.S.C. §§ 6901 et seq., the Federal Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq., the
Federal Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., the Federal Hazardous Materials
Transportation Act, 49 U.S.C. §§ 5101 et seq., the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.,
the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the River and Harbors Act of
1899, 33 U.S.C. §§ 401 et seq., analogous laws of the state or other jurisdiction in which the JJMA
Facilities, or any other property or assets in which JJMA has or had an interest, are located, and
all rules and regulations of the United States Environmental Protection Agency or any other federal
or state agency having jurisdiction over the JJMA Facilities, as any of the foregoing have been or
are hereafter amended from time to time.




“Equity Participants” means the Seller and the SAR/Option Holders.




“Equity Participant Indemnitees” has the meaning set forth in Section 10.03(a).



“Equity Participant Representative” means the person named as such in Section 11.16 of this
Agreement.



“Equity Proportion” means, with respect to any Equity Participant, the percentage set forth
next to such Equity Participant’s name on Exhibit B hereto.



“ERISA” means the Employee Retirement Income Security Act of 1974 or any successor law, and
regulations and rules issued pursuant to that Act or any successor law.




“Escrow Agent” means JPMorgan Chase Bank, National Association.



“Escrow Agreement” means the agreement among Buyer, the Equity Participant Representative, and
Escrow Agent in substantially the form of Exhibit C hereto.




“Escrow Fund” has the meaning set forth in Section 2.09.




“ESOP Related Claim” has the meaning set forth in Section 10.02(a).




“Estimated Closing Balance Sheet” has the meaning set forth in Section 2.08(a).




“Estimated Net Working Capital” has the meaning set forth in Section 2.08(a).




“Estimated Supplemental Amount” has the meaning set forth in Section 2.08(a).




“Estimate Certificate” has the meaning set forth in Section 2.08(a).



“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor law,
and regulations and rules issued pursuant to that Act or any successor law.



“First ESOP Supplement” means (A) the number of Seller Owned Shares multiplied by $70.00, less
(B) $74,500,000, which equals $1,418,198.



“GAAP” means generally accepted United States accounting principles, applied on a consistent
basis.



“Governmental Authorization” means any approval, consent, license, permit, waiver, or other
authorization issued, granted, given, or otherwise made available by or under the authority of any
Governmental Body or pursuant to any Law.



“Government Bid” means any offer made by JJMA prior to the Closing Date which, if accepted,
would result in a Government Contract.



“Governmental Body” means any federal, state, local, municipal or foreign governmental,
quasi-governmental or administrative body, instrumentality, department or agency or any court,
tribunal, administrative hearing body, arbitration panel, commission or other dispute resolving
panel or body.



“Government Contract” means any prime contract, subcontract (at any tier), teaming agreement
or arrangement, joint venture, tasks under a basic ordering agreement that incorporates government
contract regulations, pricing agreement, letter contract or other similar arrangement of any kind,
between JJMA, on the one hand, and (a) any Governmental Body, (b) any prime contractor of a
Governmental Body in its capacity as a prime contractor, or (c) any subcontractor with respect to
any contract of a type described in clauses (a) or (b) above, on the other hand. A task (other
than a task under a basic ordering agreement), purchase or delivery order under a Government
Contract shall not constitute a separate Government Contract, for purposes of this definition, but
shall be part of the Government Contract to which it relates.




“Hanafourde Holdback Amount” has the meaning set forth in Section 2.03(b).




“Hanafourde Non-Compete Payment” has the meaning set forth in Section 2.12.



“Hazardous Activity” means the distribution, generation, handling, importing, management,
manufacturing, processing, production, refinement, Release, storage, transfer, transportation,
treatment, or use (including any withdrawal or other use of groundwater) of Hazardous Materials in,
on, under, about, or from the JJMA Facilities or Buyer Facilities, as applicable, or any part
thereof.



“Hazardous Materials” means (i) any product, substance, chemical, element, compound, mixture,
solution, materials or waste whose presence, nature, quantity and/or intensity of existence, use,
manufacture, processing, treatment, storage, disposal, transportation, spill, release or effect,
either by itself or in combination with other materials on or expected to be on the JJMA
Facilities, which is regulated, monitored, or subject to reporting by any Governmental Body; (ii)
those substances within the definition of “hazardous substances,” “hazardous materials,” “hazardous
waste,” “extremely hazardous substances,” “hazardous chemicals,” “toxic chemicals,” “hazardous air
pollutants,” “toxic substances,” “oil and hazardous substances,” “toxic pollutant or combination of
pollutants,” or “hazardous chemical substances and mixtures” in any Environmental Law; (iii) those
substances listed in the U.S. Department of Transportation Table (49 CFR 172.101) and amendments
thereto) or by the EPA (or any successor agency) as hazardous substances (40 CFR Part 302 and
amendments thereto); and (iv) any material, waste or substance which comprises, in whole or in
part, includes, or is a by-product of: (a) petroleum (including crude oil or any fraction thereof
which is not specifically listed or designated as a hazardous substance, and natural gas, natural
gas liquids, liquefied natural gas, or synthetic gas usable for fuel), (b) asbestos, (c)
polychlorinated biphenyls, (d) flammables or explosives, or (e) radioactive materials.




“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.



“Indebtedness” means, as of any date, (without duplication) with respect to any Person, any
indebtedness outstanding, secured or unsecured, contingent or otherwise, which is for borrowed
money (whether or not the recourse of the lender is to the whole of the assets of such Person or
only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any property (excluding,
without limitation, any balances that constitute trade payables) and shall also include, to the
extent not otherwise included (a) any capital lease obligations determined in accordance with GAAP,
(b) obligations of Persons other than such Person secured by a Lien to which the property or assets
owned or held by such Person is subject, whether or not the obligation or obligations secured
thereby shall have been incurred or assumed by such Person, (c) all indebtedness of others of the
types described in the other clauses of this definition (including all dividends of other Persons)
the payment of which is guaranteed, directly or indirectly, by such Person or that is otherwise its
legal liability or which such Person has agreed to purchase or repurchase or in respect of which
such Person has agreed contingently to supply or advance funds (whether or not such items would
appear upon the balance sheet of the guarantor), (d) all obligations for the reimbursement of any
obligation or on any letter of credit, banker’s acceptance or similar credit transaction, and (e)
obligations under any currency or interest rate swap, hedge or similar protection device of any
such Person. The amount of Indebtedness of any Person at any date shall be the outstanding balance
at such date of all unconditional obligations as described above and, with respect to contingent
obligations referred to in clause (c) above, the maximum liability upon the occurrence of the
contingency giving rise to the obligation, provided, however, that (i) the amount
outstanding at any time of any Indebtedness issued with original issue discount is the principal
amount of such Indebtedness less the remaining unamortized portion of the original issue discount
of such Indebtedness at such time as determined in conformity with GAAP, and (ii) Indebtedness
shall not include any liability for federal, state, local or other taxes. Notwithstanding any
other provision of the foregoing definition, (x) any trade payable arising from the purchase of
goods or materials or for services obtained in the Ordinary Course of Business, (y) any salaries
and related employment taxes accrued in the ordinary course of business, and (z) obligations
relating to the letters of credit actually issued and existing on behalf of JJMA that are
identified in Schedule 3.10(a) of the JJMA Disclosure Schedules shall not be deemed to be
“Indebtedness” for purposes of this definition.




“Indemnified Party” has the meaning set forth in Section 10.05(a).




“Indemnifying Party” has the meaning set forth in Section 10.05(a).




“Independent Accounting Firm” shall mean Grant Thornton, LLP.




“Intellectual Property Assets” has the meaning set forth in Section 3.21.



“International Trade Laws and Regulations” means all federal, state, local and foreign
statutes, executive orders, proclamations, regulations, rules, directives, decrees, ordinances and
similar provisions having the force or effect of law and all judicial and administrative orders,
rulings, determinations and common law concerning the importation of merchandise, the export or
re-export of products, services and technology, the terms and conduct of international
transactions, making or receiving international payments and the authorization to hold an ownership
interest in a business located in a country other than the United States, including but not limited
to the Tariff Act of 1930 as amended and other laws administered by the United States Customs
Service, regulations issued or enforced by the United States Customs Service, the Export
Administration Act of 1979 as amended, the Export Administration Regulations, the International
Emergency Economic Powers Act, the Arms Export Control Act, the International Traffic in Arms
Regulations, any other export controls administered by an agency of the United States Government,
Executive Orders of the President regarding embargoes and restrictions on trade with designated
countries and Persons, the embargoes and restrictions administered by the United States Office of
Foreign Assets Control, the Foreign Corrupt Practices Act, the anti-boycott regulations
administered by the United States Department of Commerce, the antiboycott regulations administered
by the United States Department of the Treasury, legislation and regulations of the United States
and other countries implementing the North American Free Trade Agreement, antidumping and
countervailing duty laws and regulations, laws and regulations by other countries concerning the
ability of U.S. Persons to own businesses and conduct business in those countries, restrictions by
other countries on holding foreign currency and repatriating funds and other laws and regulations
adopted by the governments or agencies of other countries relating to the same subject matter as
the United States statutes and regulations described above.



“IRC” means the Internal Revenue Code of 1986, as amended, or any successor law, and
regulations issued by the IRS pursuant to the Internal Revenue Code or any successor law.



“IRS” means the United States Internal Revenue Service or any successor agency, and, to the
extent relevant, the United States Department of the Treasury.




“JJMA” has the meaning set forth in the Preamble.




“JJMA Accounts Receivable” has the meaning set forth in Section 3.08.




“JJMA Applications” has the meaning set forth in Section 3.21(a)(i).




“JJMA Common Stock” has the meaning set forth in the Recitals.



“JJMA Disclosure Schedules” means the schedules prepared by JJMA and attached hereto as
Exhibit D.




“JJMA ESOP” means the John J. McMullen Associates, Inc. Employee Stock Ownership Plan.



“JJMA Facilities” means any real property, leaseholds, or other interests currently owned or
operated by JJMA and any buildings, plants, structures, or equipment (including motor vehicles)
currently owned or operated by JJMA.




“JJMA Financial Statements” has the meaning set forth in Section 3.04.




“JJMA 401(k) Plan” has the meaning set forth in Section 7.13(a)(i).




“JJMA Interim Financial Statements” has the meaning set forth in Section 3.04.




“JJMA Knowledgeable Employees” has the meaning set forth in the definition of Knowledge below.




“JJMA Marks” has the meaning set forth in Section 3.21(a)(i).




“JJMA Shares” has the meaning set forth in the Recitals.



“JJMA Share Equivalents” means the number of JJMA Shares plus 436,257, which equals
1,660,802.68.




“JJMA Trade Secrets” has the meaning set forth in Section 3.21(a)(ii).



“Joint Ventures” means Dynamic Power Technologies, L.L.C., a Pennsylvania limited liability
company and Naval Systems Associates, L.L.C., a Maryland limited liability company.



“Knowledge” means (i) with respect to any individual, the actual knowledge after reasonable
inquiry of such individual, (ii) with respect to any Person that is an entity (other than JJMA),
the actual knowledge after reasonable inquiry of such Person’s officers and directors, and (iii)
with respect to JJMA, the actual knowledge after reasonable inquiry of Thomas Diamant, Anthony
Serro, David Hanafourde, Roland Riddick, Kenneth Siegman, Mark Oakes, Zvi Karni, Bruce Samuelson
and Carlos Colon (the “JJMA Knowledgeable Employees”).



“Law” means any law, constitution, or federal, state, local or municipal statute, ordinance,
rule, or regulation, code directive, writ, permit, license or court or administrative order.




“Leases” has the meaning set forth in Section 3.06(b).




“Marine Design Services” has the meaning set forth in Section 3.19(h).



“Material Adverse Effect” means, with respect to a Person, any event, fact, condition, change,
circumstance or occurrence, which, either individually or in the aggregate with all other events,
facts, conditions, changes, circumstances or occurrences, has had, or would reasonably be expected
to have, a material adverse effect on the business, assets, prospects, liabilities, condition
(financial or otherwise), operations, or results of operations of such Person and its Subsidiaries,
taken as a whole, or does or would reasonably be expected to materially impair or delay the ability
of such Person to perform its obligations under this Agreement or to consummate the Contemplated
Transactions.



“Net Working Capital” means, with respect to any Person, the difference (whether positive or
negative) of (a) the current assets of such Person minus (b) the current liabilities of such
Person, in each case as determined in accordance with GAAP as applied by such Person; provided
that, for purposes of this Agreement “current assets” shall exclude Cash (including without
limitation the Supplemental Amount).




“Net Working Capital Ceiling” means $10,569,097.




“Net Working Capital Floor” means $7,046,065.



“Occupational Safety and Health Law” means any Law designed to provide safe and healthful
working conditions and to reduce occupational safety and health hazards, and any program, whether
governmental or private (including those promulgated or sponsored by industry associations and
insurance companies), designed to provide safe and healthful working conditions.




“Option Exercise Shares” has the meaning set forth in the Recitals.



“Option Holder Base Amount” means, with respect to a particular Option Holder, the product of
(A) the number of Option Exercise Shares held by such Option Holder and (B) $70.00.



“Option Holder Supplement” means, with respect to a particular Option Holder, the product of
the Distributable Amount multiplied by the number of such Option Holder’s Option Exercise Shares,
divided by the number of JJMA Share Equivalents.




“Option Holders” means the holders of the Vested Options.




“Option Payments” has the meaning set forth in Section 2.02(b).



“Order” means any award, decision, injunction, settlement, judgment, decree, ruling, subpoena,
or verdict entered, issued, or rendered by any court, administrative agency or Governmental Body.



“Ordinary Course of Business” means, with respect to a Person, an action or actions consistent
with the past practices of such Person and taken in the ordinary course of the normal day-to-day
operations of such Person.



“Organizational Documents” means (a) certified articles or certificate of incorporation and
the bylaws of a corporation certified by the corporate secretary of such corporation; (b) the
partnership agreement and any statement of partnership of a general partnership; (c) the limited
partnership agreement and the certificate of limited partnership of a limited partnership; (d) any
charter or similar document adopted or filed in connection with the creation, formation or
organization of a Person; and (e) any amendment to any of the foregoing.




“Patents” has the meaning set forth in Section 3.21(a)(iii).




“Parties” means JJMA, Seller, Buyer and each of the SAR/Option Holders.




“Payment Adjustment Claim” has the meaning set forth in Section 10.02(b).




“Period 1 Buyer Claims” has the meaning set forth in Section 10.02(c).




“Period 2 Buyer Claims” has the meaning set forth in Section 10.02(c).




“Period 3 Buyer Claims” has the meaning set forth in Section 10.02(c).



“Person” means any individual, corporation (including any non-profit corporation), general or
limited partnership, limited liability company, joint venture, estate, trust, association,
organization, labor union, or other entity or Governmental Body.



“Personal Property” means all of the machinery, equipment, tools, vehicles, furniture, office
equipment, plant, spare parts, and other tangible personal property which are owned or leased by
JJMA and used or useful in the conduct of JJMA’s business or the operations of JJMA’s business.



“Proceeding” means any action, interference, opposition arbitration, audit, litigation, or
suit (whether civil, criminal or administrative) commenced, brought, conducted, or heard by or
before any court, administrative agency, statutory board or arbitrator.



“Purchase Payments” means the Seller Payment, the Option Payments and the SAR Termination
Payments.




“Related Person” means, with respect to a particular individual:




(a) each other member of such individual’s Family;



(b) any Person that is directly or indirectly controlled by such individual or one or more
members of such individual’s Family; and



(c) any Person in which such individual or members of such individual’s Family hold, directly
or indirectly (individually or in the aggregate) a Material Interest.



For purposes of this definition, (a) the “Family” of an individual includes (i) the
individual, (ii) the individual’s spouse and former spouses, (iii) any other natural person who is
a parent or descendant of the individual or the individual’s spouse, and (iv) any other natural
person who resides with such individual, and (b) “Material Interest” means direct or indirect
beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of voting securities or other voting interests representing at least ten percent of the
outstanding voting power of a Person or equity securities or other equity interests representing at
least ten percent of the outstanding equity securities or equity interests in a Person.



“Release” means any spilling, leaking, emitting, discharging, depositing, escaping, leaching,
dumping, or other releasing into the environment, whether intentional or unintentional.



“Representative” means, with respect to a particular Person, any director, officer, employee,
agent, consultant, advisor, or other representative of such Person, including legal counsel,
accountants, and financial advisors.



“Rights Termination Agreement” means a Rights Termination Agreement between JJMA and the SAR
Holders substantially in the form of Exhibit E hereto.



“SAR” means stock appreciation rights granted by JJMA that are outstanding as of a particular
date.



“SAR Holder Base Amount” means, with respect to the Vested SARs held by a particular SAR
Holder, (i) the difference between (A) $70.00 minus (B) the applicable exercise price of such
Vested SAR, multiplied by (ii) the number of Weighted SAR Shares allocated to such SAR Holder as
set forth in Exhibit L.



“SAR Holder Supplement” means, with respect to each SAR Holder, the product of the
Distributable Amount multiplied by the number of Weighted SAR Shares allocated to such SAR Holder
as set forth in Exhibit L, divided by the number of JJMA Share Equivalents.




“SAR Holders” means the holders of the Vested SARs.



“SAR Shares” means the number of shares of JJMA Common Stock with respect to which
appreciation rights of the Vested SARs are determined.




“SAR/Option Holders” has the meaning set forth in the Preamble.




“SAR Termination Payments” has the meaning set forth in Section 2.03(a).



“Second ESOP Supplement” means the product of the Distributable Amount multiplied by the
number of Seller Owned Shares divided by the number of JJMA Share Equivalents.




“SEC” has the meaning set forth in Section 4.11.



“Securities Act” means the Securities Act of 1933, as amended, or any successor law, and
regulations and rules issued pursuant to that Act or any successor law.




“Seller” has the meaning set forth in the Preamble.



“Seller Basket Exceptions” means the representations and warranties made by the Equity
Participants and JJMA in the third sentence of Section 3.01(a), Section 3.02 (Authority; No
Conflict); Section 3.03 (Ownership); Section 3.05 (Brokers or Finders); Section 3.06(e) (Unobtained
Lease Consents); Section 3.32 (Government Audits); and Section 3.36 (JJMA ESOP).




“Seller Owned Shares” has the meaning set forth in the Recitals.



“Seller Payment” means $74,500,000 plus the First ESOP Supplement, plus the Second ESOP
Supplement.




“Seller Trustee” has the meaning set forth in the Preamble.




“Serro Additional Payment” has the meaning set forth in Section 2.11.




“Serro Deferred Payments” has the meaning set forth in Section 2.11.




“Software” has the meaning set forth in Section 3.21(a)(v).



“Stock Options” means options outstanding as of a particular date to purchase or otherwise
acquire shares of JJMA Common Stock.



“Subsidiary” means, with respect to any Person (the “Owner”), any corporation or other Person
of which securities or other interests having the power to elect a majority of that corporation’s
or other Person’s board of directors or similar governing body, or otherwise having the power to
direct the business and policies of that corporation or other Person (other than securities or
other interests having such power only upon the happening of a contingency that has not occurred)
are held by the Owner or one or more of its Subsidiaries.



“Supplemental Amount” means the amount of Cash held by JJMA as of the Closing Date, reduced by
any amounts required to be paid by JJMA pursuant to Section 7.08 and 11.01 that have not been paid
as of the Closing.



“Tax” means any federal, state or local income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes
under IRC § 59A), custom duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, intangible property, personal property,
sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other
government tax or charge of any kind whatsoever, including any interest, penalty, or addition
thereto, whether disputed or not.



“Tax Return” means any return (including any information return), schedule, form, or other
document or information filed with, or required to be filed with, any Governmental Body in
connection with the determination, assessment, collection, or payment of any Tax.



“Threatened” means any demand or statement made or any notice given to a Person that could
result in a claim, Proceeding or action being asserted, commenced, taken, or pursued in the future.




“Third Party Claim” has the meaning set forth in Section 10.05(a).




“Transaction” has the meaning set forth in the Recitals.




“Unobtained Lease Consent” has the meaning set forth in Section 3.06(e).



“Vested Option” means each Stock Option (or portion of a Stock Option) that, as of immediately
prior to the Closing, is vested in accordance with its terms.



“Vested SAR” means each SAR (or portion of a SAR) that, as of immediately prior to the
Closing, is vested in accordance with its terms.



“Weighted SAR Shares” means the number of Weighted SAR Shares allocated to each SAR Holder as
set forth in Exhibit L.



ARTICLE 2




PURCHASE AND SALE OF STOCK; CLOSING




2.01 Sale and Purchase of Shares. Immediately prior to the Closing, the Option
Holders shall exercise all their Vested Options and JJMA shall issue to them the Option Exercise
Shares. Subject to the terms and conditions of this Agreement, at the Closing Seller and the
Option Holders shall sell, assign, transfer and deliver to Buyer the JJMA Shares, and Buyer shall
purchase the JJMA Shares from Seller and the Option Holders.




2.02 Payments to Seller and Option Holders.




	 	(a)	 	At the Closing, Buyer shall (i) pay to Seller in cash by wire
transfer an amount equal to the sum of (A) $37,250,000 and (B) the First ESOP
Supplement, and (C) the Second ESOP Supplement, less the Escrow Fund and (ii)
issue to Seller the number of shares of Buyer’s common stock, par value $0.01
per share, equal to the quotient obtained by dividing $37,250,000 by the Buyer
Shares Fair Market Value, rounded down to the nearest whole number of shares
(the “Buyer Shares”). Notwithstanding anything herein to the contrary, the
cash amount payable by Buyer to Seller shall be subject to post-Closing
adjustments as provided in Sections 2.08(d) and 2.08(e).






	 	(b)	 	At the Closing, Buyer shall pay to each Option Holder, with
respect to such Option Holder’s Option Exercise Shares, an amount in cash by
wire transfer equal to the Option Holder Base Amount plus the Option Holder
Supplement. The amount so calculated shall be referred to herein as an “Option
Payment” and all such payments shall collectively be referred to as the “Option
Payments.” Notwithstanding anything herein to the contrary, the aggregate
amount of the Option Payments is subject to post-Closing adjustment as provided
in Sections 2.08(d) and 2.08(e).






2.03 Cancellation and Payment for SARs




	 	(a)	 	Upon the terms and subject to the conditions set forth herein
and in the applicable Rights Termination Agreement, each SAR that is
outstanding immediately prior to the Closing shall terminate effective as of
the Closing. Upon such termination and subject to each SAR Holder having first
executed and delivered to JJMA a Rights Termination Agreement, the Buyer shall
pay to the holder of each Vested SAR, on behalf of JJMA, with respect to each
Vested SAR held by such holder, the SAR Holder Base Amount plus the SAR Holder
Supplement The amount so calculated shall be referred to herein as a “SAR
Termination Payment,” and all such payments shall be collectively referred to
as the “SAR Termination Payments.” Notwithstanding anything herein to the
contrary, the aggregate amount of the SAR Termination Payments is subject to
adjustment in accordance with Sections 2.08(d) and 2.08(e).






	 	(b)	 	The Buyer shall pay the SAR Termination Payments for David
Hanafourde in cash by wire transfer to David Hanafourde at the Closing, less
the amount of $600,000 (the “Hanafourde Holdback Amount”). Subject to the
Buyer’s indemnity and set-off rights set forth in Section 10.02 hereof, the
Buyer shall pay the Hanafourde Holdback Amount to David Hanafourde as follows:
(i) $200,000 on the first anniversary of the Closing Date, (ii) $300,000 on the
second anniversary of the Closing Date and $100,000 on the third anniversary of
the Closing Date. The Buyer shall pay simple interest to David Hanafourde on
the Hanafourde Holdback amount at the same annual short-term interest rate that
Buyer receives on its invested funds on the Closing Date.






	 	(c)	 	The Buyer shall pay the SAR Termination Payments for P. Thomas
Diamant and Anthony Serro in cash by wire transfer as follows (i) at the
Closing to each of them an amount equal to his respective SAR Termination
Payments calculated under 2.03(a) above, less $2,500,000, and (ii) subject to
the Buyer’s indemnity and set-off rights set forth in Section 10.02 hereof,
Buyer shall pay to each of P. Thomas Diamant and Anthony Serro the following:
(i) $2,000,000 eighteen (18) months from the Closing Date, (ii) $300,000 on the
second anniversary of the Closing Date, and (iii) $200,000 on the third
anniversary of the Closing Date. From the 18 (eighteen) month anniversary of
the Closing Date, Buyer shall pay simple interest to each of P. Thomas Diamant
and Anthony Serro on the SAR Termination Payments that have not been paid to
them by such date at the same annual short-term interest rate that Buyer
receives on its invested funds on the 18 (eighteen) month anniversary of the
Closing Date.





2.04 Closing Purchase Price Certificate. No later than two (2) business days prior to
the Closing Date, Buyer shall deliver to the Equity Participants a certificate (the “Closing
Purchase Price Certificate”) setting forth (i) the Buyer’s calculation in accordance with this
Agreement of the payments to be made to the Equity Participants pursuant to Sections 2.02 and 2.03,
including without limitation the Supplemental Amount, the Distributable Amount, the First ESOP
Supplement, the Second ESOP Supplement, the Option Holder Supplement, the SAR Holder Supplement,
the Seller Payment, the Option Payments and the SAR Termination Payments, and showing for each
Equity Participant the applicable payments to be made to them at Closing pursuant to Sections 2.02
and 2.03 and (ii) the other payments to be made in connection with the Closing, and (iii) wire
transfer instructions provided by each applicable party receiving payments at Closing. In the
event that any Equity Participant disputes any of the items contained in the Closing Purchase Price
Certificate, such Equity Participant shall promptly notify Buyer of the disputed items, and the
Parties shall use their reasonable best efforts to promptly resolve such dispute. Upon resolution
of any such dispute, or if the Equity Participants have no dispute with the Closing Purchase Price
Certificate, Buyer and the Equity Participants shall, prior to or at the Closing, each execute such
Certificate to acknowledge their agreement therewith.



2.05 Closing. The consummation of the Contemplated Transactions (the “Closing”) will
take place at the offices of Holland & Knight LLP, 1600 Tysons Boulevard, Suite 700, McLean,
Virginia 22102 at 9:00 a.m. (local time), on the date that is no later than the third business day
following satisfaction or waiver of all of the conditions to Closing set forth in Articles 7 and 8
hereof, or on such other date agreed to by the parties in writing (the “Closing Date”).




2.06 Closing Obligations. At the Closing:




(a) Seller and the Option Holders will deliver to Buyer:




	 	(i)	 	certificate(s) representing the JJMA Shares,
duly endorsed (or accompanied by duly executed stock powers) for
transfer to Buyer;






	 	(ii)	 	copies of employment agreements substantially
in the form of (A) Exhibit F-1, executed by P. Thomas Diamant
and (B) Exhibit F-2, executed by Anthony Serro (the “Employment
Agreements”); and






	 	(iii)	 	to the extent not delivered prior to the
Closing Date, the items contemplated by Sections 7.03, 7.04(a) – (l),
7.08, 7.09, 7.11, 7.12 and 7.13.






(b) Buyer will deliver to the Equity Participants:




	 	(i)	 	certificate(s) issued in the name of Seller
representing the Buyer Shares;






	 	(ii)	 	the cash payments to be delivered at Closing as
set forth in Section 2.02 and Section 2.03; and






	 	(iii)	 	to the extent not delivered prior to the
Closing Date, the items contemplated by Sections 8.03 and 8.04(a)-(h).





2.07 Buyer KSOP. Buyer will take all commercially reasonable actions to permit JJMA
employees who become eligible employees of Buyer and who are participants in the JJMA ESOP on the
Closing Date: (i) to become participants in the Alion Science and Technology Corporation Employee
Ownership, Savings and Investment Plan (the “Buyer KSOP”), effective as of the Closing Date; (ii)
to have a reasonable period of time following the Closing Date in which to elect to invest all or a
portion of the cash proceeds credited to their JJMA ESOP accounts in the common stock of the Buyer;
and (iii) to be credited with their service credited under the JJMA ESOP for purposes of
eligibility to participant in, and vesting under, the Buyer KSOP. Effective as of the Closing
Date, the JJMA ESOP shall be merged with and into the Buyer KSOP, and the account balances of the
participants in the JJMA ESOP shall be transferred to the Buyer KSOP. Each participant in the JJMA
ESOP whose account balance is transferred to the Buyer KSOP shall be treated as a participant in
the Buyer KSOP as of the Closing Date with respect to his or her transferred account balance.




2.08 JJMA Net Working Capital and Supplemental Amount.




	 	(a)	 	No later than three (3) nor more than five (5) business days
prior to the Closing Date, the Equity Participants shall cause JJMA to prepare
and deliver to Buyer a certificate certifying JJMA’s good faith estimate of the
Net Working Capital of JJMA as of the Effective Time (the “Estimated Net
Working Capital”) and JJMA’s good faith estimate of the Supplemental Amount as
of the Effective Time (the “Estimated Supplemental Amount”), and including an
estimated unaudited balance sheet of JJMA as of the Effective Time (the
“Estimated Closing Balance Sheet”). As promptly as practicable, but not later
than one (1) business day prior to the Closing Date, Buyer shall identify any
adjustments that it reasonably believes are required to the certificate
delivered by JJMA. If JJMA disputes any such adjustments, Buyer, the Equity
Participants and JJMA shall use their respective reasonable best efforts to
resolve such dispute, after which the Equity Participants shall cause JJMA to
re-deliver to Buyer the certificate with such adjustments as the parties have
agreed are appropriate. The form of the certificate finally delivered pursuant
to this Section 2.08(a) and acceptable to Buyer, the Equity Participants and
JJMA is referred to herein as the “Estimate Certificate”. The Estimated
Supplemental Amount shall be deemed to be the Supplemental Amount for purposes
of determining the payments to be made at Closing pursuant to Section 2.02 and
2.03.






	 	(b)	 	If the Estimated Net Working Capital is greater than the Net
Working Capital Floor but less than the Net Working Capital Ceiling, no
adjustment to the Purchase Payments shall be made. If the Estimated Net Working
Capital is less than the Net Working Capital Floor, then the Purchase Payments
shall be decreased by the amount of such deficiency, allocated among the Equity
Participants in accordance with each Equity Participant’s Equity Proportion.
If the Estimated Net Working Capital is greater than the Net Working Capital
Ceiling, then the Purchase Payments shall be increased by the amount of such
excess, allocated among the Equity Participants in accordance with each Equity
Participants’ Equity Proportion of the Purchase Payments.






	 	(c)	 	Within sixty (60) days after the Closing Date, Buyer will
prepare and deliver to the Equity Participant Representative a certificate,
signed by Buyer, certifying Buyer’s determination of the actual Net Working
Capital of JJMA and the Supplemental Amount as of the Effective Time, and
identifying any adjustments to the Purchase Payments to be made in accordance
with Sections 2.08(d) and 2.08(e). If the Equity Participant Representative
does not object to Buyer’s certificate within thirty (30) days after receipt,
or accepts such certificate during such thirty (30) day period, the Purchase
Payments shall be adjusted as set forth in Buyer’s certificate, and payment
made in accordance with Section 2.08(d) and Section 2.08(e). If the Equity
Participant Representative objects to Buyer’s certificate, the Equity
Participant Representative shall notify Buyer in writing of such objection
within thirty (30) days after the Equity Participant Representative’s receipt
thereof (such notice setting forth in reasonable detail the basis for such
objection). During such thirty (30) day period, Buyer shall permit the Equity
Participant Representative and its representatives access to such work papers
and books and records relating to the preparation of Buyer’s certificate as may
be reasonably necessary to permit the Equity Participant Representative to
review in detail the manner in which Buyer’s certificate was prepared. Buyer
and the Equity Participant Representative shall thereafter negotiate in good
faith to resolve any such objections. If Buyer and the Equity Participant
Representative are unable to resolve all of such differences within twenty (20)
calendar days after Buyer’s receipt of the Equity Participant Representative’s
objections, the items in dispute may be referred by either the Buyer or the
Equity Participant Representative for determination as promptly as practicable
to the Independent Accounting Firm, which shall be jointly engaged by Buyer, on
the one hand, and the Equity Participant Representative, on the other hand,
pursuant to an engagement letter in customary form which each of Buyer and the
Equity Participants shall execute. The Independent Accounting Firm shall
prescribe procedures for resolving the disputed items and in all events shall
make a written determination, with respect to such disputed items only, whether
and to what extent, if any, the certificate provided by Buyer pursuant to
Section 2.08(c) and the accompanying calculations of the Net Working Capital
and the Supplemental Amount at the Closing Date require adjustment based on the
terms and conditions of this Agreement (the “Determination”). The
Determination shall be based solely on presentations with respect to such
disputed items by Buyer and the Equity Participant Representative to the
Independent Accounting Firm and not on the Independent Accounting Firm’s
independent review; provided, that such presentations shall be deemed
to include, without limitation, any work papers, records, accounts or similar
materials delivered to the Independent Accounting Firm by Buyer or the Equity
Participant Representative in connection with such presentations and any
materials delivered to the Independent Accounting Firm in response to requests
by the Independent Accounting Firm. Each of Buyer and the Equity Participant
Representative shall use its reasonable best efforts to make its presentation
as promptly as practicable following submission to the Independent Accounting
Firm of the disputed items, and each such party shall be entitled, as part of
its presentation, to respond to the presentation of the other party and any
question and requests of the Independent Accounting Firm. Buyer and the Equity
Participant Representative shall instruct the Independent Accounting Firm to
deliver the Determination to Buyer and the Equity Participant Representative no
later than thirty (30) calendar days following the date on which the disputed
items are referred to the Independent Accounting Firm. In deciding any matter,
the Independent Accounting Firm (i) shall be bound by the provisions of this
Section 2.08(c), (ii) may not assign a value to any item greater than the
greatest value for such item claimed by either Buyer or the Equity Participant
Representative or less than the smallest value for such item claimed by Buyer
or the Equity Participant Representative, and (iii) shall be bound by the
express terms, conditions and covenants set forth in this Agreement, including
the definition of Net Working Capital contained herein. In the absence of
fraud or manifest error, the Determination shall be conclusive and binding upon
Buyer and the Equity Participants. The Independent Accounting Firm shall
consider only those items and amounts in Buyer’s certificate which Buyer and
the Equity Participant Representative were unable to resolve. All fees and
expenses (including reasonable attorney’s fees and expenses and fees and
expenses of the Independent Accounting Firm) incurred in connection with any
dispute over Buyer’s certificate shall be borne one-half by Buyer and one-half
by the Equity Participants.






	 	(d)	 	The Net Working Capital amount determined in accordance with
Section 2.08(c) (the “Actual Net Working Capital”) shall be used to calculate
post-Closing adjustments to the Purchase Payments as follows:






	 	(i)	 	If the both the Estimated Net Working Capital
and the Actual Net Working Capital are greater than the Net Working
Capital Floor and less than the Net Working Capital Ceiling, no
post-Closing adjustment to the Purchase Payments shall be made.






	 	(ii)	 	If the Estimated Net Working Capital is less
than the Net Working Capital Floor and the Actual Net Working Capital
is greater than the Net Working Capital Floor and less than the Net
Working Capital Ceiling, Buyer shall pay the Equity Participants in
accordance with their respective Equity Proportions the amount by which
the Estimated Net Working Capital is less than the Net Working Capital
Floor.






	 	(iii)	 	If the Estimated Net Working Capital is less
than the Net Working Capital Floor and the Actual Net Working Capital
is greater than the Net Working Capital Ceiling, Buyer shall pay the
Equity Participants in accordance with their respective Equity
Proportions the sum of (A) the amount by which the Estimated Net
Working Capital is less than the Net Working Capital Floor and (B) the
amount by which the Actual Net Working Capital exceeds the Net Working
Capital Ceiling.






	 	(iv)	 	If the Estimated Net Working Capital is greater
than the Net Working Capital Floor and less than the Net Working
Capital Ceiling and the Actual Net Working Capital is less than the Net
Working Capital Floor, then Buyer shall be entitled to indemnification
under Section 10.02(b) hereof from the Equity Participants for the
amount by which the Actual Net Working Capital is less than the Net
Working Capital Floor.






	 	(v)	 	If the Estimated Net Working Capital is greater
than the Net Working Capital Floor and less than the Net Working
Capital Ceiling and the Actual Net Working Capital is greater than the
Net Working Capital Ceiling, Buyer shall pay the Equity Participants in
accordance with their respective Equity Proportions the amount by which
the Actual Net Working Capital exceeds the Net Working Capital Ceiling.






	 	(vi)	 	If the Estimated Net Working Capital is greater
than the Net Working Capital Ceiling and the Actual Net Working Capital
is greater than the Net Working Capital Floor and less than the Net
Working Capital Ceiling, then Buyer shall be entitled to
indemnification under Section 10.02(b) hereof from the Equity
Participants for the amount by which the Estimated Net Working Capital
is greater than the Net Working Capital Ceiling.






	 	(vii)	 	If the Estimated Net Working Capital is
greater than the Net Working Capital Ceiling and the Actual Net Working
Capital is less than the Net Working Capital Floor, then Buyer shall be
entitled to indemnification under Section 10.02(b) hereof from the
Equity Participants for the sum of (A) the amount by which the
Estimated Net Working Capital is greater than the Net Working Capital
Ceiling and (B) the amount by which the Actual Net Working Capital is
less than the Net Working Capital Floor.






	 	(e)	 	The Supplemental Amount determined in accordance with Section
2.08(c) (the “Actual Supplemental Amount”) shall be used to calculate
post-Closing adjustments to the Purchase Payments as follows:






	 	(i)	 	If the Estimated Supplemental Amount is less
than the Actual Supplemental Amount, Buyer shall pay the Equity
Participants in accordance with their respective Equity Proportions the
amount by which the Estimated Supplemental Amount is less than the
Actual Supplemental Amount.






	 	(ii)	 	If the Estimated Supplemental Amount is greater
than the Actual Supplemental Amount, then Buyer shall be entitled to
indemnification under Section 10.02(b) hereof from the Equity
Participants for the amount by which the Estimated Supplemental Amount
is greater than the Actual Supplemental Amount.






	 	(f)	 	Subject to Section 11.17 hereof, all payments to be made to
the SAR/Option Holders pursuant to Sections 2.08(d) and 2.08(e) shall be made
in cash by wire transfer of immediately available funds within three (3)
business days after the date on which Actual Net Working Capital and Actual
Supplemental Amount are finally determined pursuant to Section 2.08(c) above.
All payments to be made to the Seller pursuant to Sections 2.08(d) and 2.08(e)
shall be made by a cash contribution to the Buyer KSOP, to be credited to the
accounts of those participants in the Buyer KSOP who were participants in the
JJMA ESOP immediately prior to the Closing, pro rata in accordance with such
participants’ respective interests in the Seller immediately prior to the
Closing. Indemnification of Buyer by the Equity Participants pursuant to
Sections 2.08(d) and Section 2.08(e) shall be made in accordance with Section
10.02(b) hereof, as applicable.





2.09 Establishment of Escrow Fund. At the Closing, Buyer shall pay to the Escrow
Agent in cash by wire transfer the amount of $500,000 (the “Escrow Fund”) to be held in escrow by
the Escrow Agent pursuant to the terms of the Escrow Agreement.



2.11 Other Serro Payments. Buyer shall pay to Anthony Serro in cash by wire transfer
(i) at the Closing the amount of $187,063 (the “Serro Additional Payment”); (ii) $200,000 on the
first anniversary of the Closing Date and (iii) $550,000 eighteen (18) months from the Closing Date
(such payments pursuant to (ii) and (iii) above, the “Serro Deferred Payments”). In addition,
subject to the terms and conditions of the Non-Competition, Non-Solicitation, Non-Disparagement and
Non-Disclosure Agreement entered into between Buyer and Anthony Serro at Closing, Buyer will pay
Anthony Serro $300,000 on the first anniversary of Closing and, subject to Buyer’s indemnity and
set-off rights set forth in Section 10.02 hereof, $300,000 on the second anniversary of Closing
(the “Serro Non-Compete Payments”).



2.12 Other Hanafourde Payments. Subject to the terms and conditions of the
Non-Competition, Non-Solicitations, Non-Disparagement and Non-Disclosure Agreement entered into
between Buyer and David Hanafourde at Closing, Buyer will pay David Hanafourde $75,000 at Closing
(the “Hanafourde Non-Compete Payment”).



2.13 Buyer’s Payment Obligations. It is the intention of the parties pursuant to
Sections 2.01 – 2.12 that the following payments by the Buyer shall in the aggregate be no more
than, and no less than, $97,002,367: (i) the $37,250,000 cash payment to the Seller, (ii) the
$37,250,000 value of the Buyer Shares (based on the Buyer Share Fair Market Value delivered to the
Seller), (iii) the Option Holder Base Amount less $980,000; (iv) the SAR Holder Base Amount; (v)
the Diamant Deferred Payments (vi) the Diamant Non-Compete Payments, (vii) the Serro Deferred
Payments, (viii) the Serro Non-Compete Payments; and (ix) the Hanafourde Non-Compete Payment.



In addition to the payments aggregating $97,002,367 referred to above, and without limiting
its obligations under Collateral Documents, Buyer shall also pay the following to the extent such
amounts are required to be paid hereunder: the First ESOP Supplement, the Second ESOP Supplement,
the Option Holder Supplement, the SAR Holder Supplement, the Diamant Additional Payment, and the
Serro Additional Payment.



ARTICLE 3




REPRESENTATIONS AND WARRANTIES OF JJMA AND SELLER




Each of the representations and warranties set forth below in this Section 3 is made subject
to the disclosures and exceptions set forth on the corresponding section of the JJMA Disclosure
Schedules. Except for the representations and warranties set forth in Sections 3.01, 3.02, 3.03,
3.04, 3.05, 3.12, 3.24, and 3.36 the term “JJMA” in this Article 3 shall be deemed to mean JJMA and
each of its Subsidiaries. JJMA and each of the SAR/Option Holders hereby jointly and severally
represent and warrant to Buyer that the statements contained in Section 3, other than those
identified in the following sentence, are correct and complete as of the date of this Agreement and
will be correct and complete as of the Closing Date. The Seller hereby represents and warrants to
Buyer that the statements regarding Seller contained in Sections 3.02(d)-(f), 3.03, 3.09, 3.10(b),
3.12(b), 3.14(b), 3.15(d)-(e), 3.25, 3.26(a), 3.27, 3.30(b) and 3.36 are correct and complete as of
the date of this Agreement and will be correct and complete as of the Closing Date.




3.01 Organization and Good Standing.




	 	(a)	 	JJMA is a corporation duly organized, validly existing, and in
good standing under the laws of the State of New York, with full corporate
power and authority to conduct its business as it is now being conducted, to
own or use the properties and Assets that it purports to own or use, and to
perform all its obligations under its Applicable Contracts. Schedule 3.01(a)
of the JJMA Disclosure Schedules contains a complete list of each Subsidiary of
JJMA. JJMA and each of its Subsidiaries is duly qualified to do business as a
foreign corporation and is in good standing under the laws of each state or
other jurisdiction in which either the ownership or use of the properties owned
or used by it, or the nature of the activities conducted by it, requires such
qualification. Schedule 3.01(a) of the JJMA Disclosure Schedules contains a
complete and accurate list of the jurisdictions in which JJMA is authorized to
do business as a foreign corporation.






	 	(b)	 	JJMA has delivered to Buyer true, complete and correct copies
of the Organizational Documents of JJMA, as currently in effect.






	 	(c)	 	Except as set forth on Schedule 3.01(c) of the JJMA Disclosure
Schedules, during the past five (5) years, JJMA has not been known by or used
any corporate, fictitious or other name in the conduct of its business or in
connection with the use or operation of its Assets.






3.02 Authority; No Conflict.




	 	(a)	 	This Agreement constitutes the legal, valid, and binding
obligation of JJMA and each of the SAR/Option Holders enforceable against each
of them in accordance with its terms subject to bankruptcy, insolvency and
similar laws of general application relating to or affecting creditors’ rights
and to general equitable principles. Upon the execution and delivery by each
of JJMA and the SAR/Option Holder of this Agreement and the Collateral
Documents to which each is a party, and assuming due execution and delivery
thereof by all other parties thereto, this Agreement and the Collateral
Documents to which JJMA and the SAR/Option Holders is a party will constitute
the legal, valid, and binding obligations of JJMA and the SAR/Option Holders,
enforceable against JJMA and the SAR/Option Holders in accordance with their
respective terms. JJMA and the SAR/Option Holders each have the absolute and
unrestricted right, requisite corporate or other power, authority and capacity
to execute and deliver this Agreement and any of the Collateral Documents to
which they are a party, and to perform their respective obligations under this
Agreement and any of the Collateral Documents to which they are a party and to
consummate the Contemplated Transactions, including without limitation without
further approval or ratification by the participants of the JJMA ESOP. The
execution, delivery and performance of this Agreement and the other Collateral
Documents to which JJMA and SAR/Option Holders are a party have been duly
authorized by all requisite corporate or other action of JJMA and the
SAR/Option Holders.






	 	(b)	 	Except as set forth in Schedule 3.02(b) of the JJMA Disclosure
Schedules, neither the execution, delivery and performance of this Agreement or
any of the other Collateral Documents to which JJMA and/or any of the
SAR/Option Holders is a party, nor the consummation or performance of the
Contemplated Transactions will:






contravene, conflict with, or result in a violation of (A) any provision of
the Organizational Documents of JJMA or the Joint Ventures, or (B) any
resolution adopted by the board of directors, the stockholders or managers
of JJMA;




	 	(i)	 	contravene, conflict with, or result
in a violation of, or give any Governmental Body or other Person
the right to challenge the Contemplated Transactions or to
exercise any remedy or obtain any relief under, any Law or Order
to which JJMA, the Seller or any of the Assets owned or used by
JJMA or the Joint Ventures may be subject;






	 	(ii)	 	contravene, conflict with, or result
in a violation of any of the terms or requirements of, or give any
Governmental Body the right to revoke, withdraw, suspend, cancel,
terminate, or modify, any Governmental Authorization that is held
by JJMA or the Joint Ventures;






	 	(iii)	 	contravene, conflict with, or result
in a violation or breach of any provision of, or give any Person
the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel,
terminate, or modify, any Applicable Contract to which JJMA or the
Joint Ventures is a party or any of their Assets are bound; or






	 	(iv)	 	result in the imposition or creation
of any Encumbrance upon or with respect to any of the Assets owned
or used by JJMA or the Joint Ventures.






	 	(c)	 	Except as set forth in Schedule 3.02(c) of the JJMA Disclosure
Schedules, neither JJMA nor any of the SAR/Option Holders is or will be
required to make any filing, give any notice to or obtain any Consent or
Governmental Authorization from any Person or Governmental Body in connection
with the execution and delivery of this Agreement or the consummation or
performance of the Contemplated Transactions.






	 	(d)	 	This Agreement constitutes the legal, valid, and binding
obligation of Seller enforceable against Seller in accordance with its terms
subject to bankruptcy, insolvency and similar laws of general application
relating to or affecting creditors’ rights and to general equitable principles.
Upon the execution and delivery by Seller of this Agreement and the Collateral
Documents to which it is a party, and assuming due execution and delivery
thereof by all other parties thereto, this Agreement and the Collateral
Documents to which Seller is a party will constitute the legal, valid, and
binding obligations of Seller, enforceable against Seller in accordance with
their respective terms. Seller has the absolute and unrestricted right,
requisite corporate or other power, authority and capacity to execute and
deliver this Agreement and any of the Collateral Documents to which it is a
party, and to perform its obligations under this Agreement and any of the
Collateral Documents to which Seller is a party and to consummate the
Contemplated Transactions, including without limitation without further
approval or ratification by the participants of the JJMA ESOP. The execution,
delivery and performance of this Agreement and the other Collateral Documents
to which Seller is a party have been duly authorized by all requisite corporate
or other action of Seller.






	 	(e)	 	Except as set forth in Schedule 3.02(e) of the JJMA Disclosure
Schedules, neither the execution, delivery and performance of this Agreement or
any of the other Collateral Documents to which Seller is a party, nor the
consummation or performance of the Contemplated Transactions will:






contravene, conflict with, or result in a violation of (A) any
provision of the Organizational Documents of Seller, or (B) any
resolution adopted by the board of directors or the stockholders of
Seller;




contravene, conflict with, or result in a violation of, or give any
Governmental Body or other Person the right to challenge the
Contemplated Transactions or to exercise any remedy or obtain any
relief under, any Law or Order to which Seller or any of the Assets
owned or used by Seller, may be subject;




contravene, conflict with, or result in a violation of any of the
terms or requirements of, or give any Governmental Body the right to
revoke, withdraw, suspend, cancel, terminate, or modify, any
Governmental Authorization that is held by Seller;




contravene, conflict with, or result in a violation or breach of any
provision of, or give any Person the right to declare a default or
exercise any remedy under, or to accelerate the maturity or
performance of, or to cancel, terminate, or modify, any Applicable
Contract to which Seller is a party or any of its Assets are bound;
or




result in the imposition or creation of any Encumbrance upon or with
respect to any of the Assets owned or used by Seller.




	 	(f)	 	Except as set forth in Schedule 3.02(f) of the JJMA Disclosure
Schedules, Seller neither is nor will be required to make any filing, give any
notice to or obtain any Consent or Governmental Authorization from any Person
or Governmental Body in connection with the execution and delivery of this
Agreement or the consummation or performance of the Contemplated Transactions.






3.03 Ownership.




	 	(a)	 	Seller owns, beneficially and of record, the Seller Owned Shares free and clear
of all Encumbrances except for obligations under the JJMA ESOP documents. As of the
Closing Date, the Option Holders will own, beneficially and of record, the Option
Exercise Shares free and clear of all Encumbrances. Upon delivery of the JJMA Shares
to Buyer on the Closing Date, the entire legal and beneficial interest in the JJMA
Shares and good, valid and marketable title to the JJMA Shares, free and clear of all
Encumbrances will pass to Buyer, other than transfer restrictions under applicable
securities laws.






	 	(b)	 	(i) The authorized equity securities of JJMA consist of
5,000,000 shares of JJMA Common Stock, of which 1,084,545.68 shares are issued
and outstanding and constitute the Seller Owned Shares; Stock Options to
acquire 140,000 shares of JJMA Common Stock; SARs with respect to 326,071.43
shares of JJMA Common Stock (ii) Seller is and will be on the Closing Date the
record and beneficial owner and holder of the Seller Owned Shares; (iii) the
JJMA Shares, the Stock Options and the SARs are the only outstanding securities
of JJMA; (iv) all of the Seller-Owned Shares have been duly authorized and
validly issued and are fully paid and nonassessable; (v) all of the Option
Exercise Shares have been duly authorized and, as of the Closing Date, will be
validly issued, fully paid and nonassessable; (vi) no shares of capital stock
have been reserved, (vii) except as set forth in Schedule 3.03 of the JJMA
Disclosure Schedules, there are no outstanding securities convertible into or
exchangeable for the capital stock of JJMA, and there are no outstanding
options, warrants, stock appreciation rights, subscriptions or other interests
or rights, agreements or commitments that otherwise confer on the holder any
right to acquire any equity interest of JJMA or obligate JJMA to issue or
transfer from treasury any shares of its capital stock, including any phantom
stock or similar rights, voting trusts, proxies, shareholder agreements or
other agreements or understandings with respect to the voting of JJMA Shares,
(viii) Schedule 3.03 of the JJMA Disclosure Schedules lists each of the holders
of JJMA equity interests by name, indicates whether (and in what amount) each
such equity interest is vested or unvested and the number of JJMA common stock
share equivalents subject to such equity interests and such Schedule is correct
and complete; (ix) none of the outstanding equity securities or other
securities of JJMA were issued in violation of any applicable Law or any
applicable contract rights or obligations, including without limitation, any
preemptive rights or rights of first refusal or first offer; and (x) JJMA does
not own, and has no Contract to acquire, any equity securities or other
securities of any Person or any direct or indirect equity or ownership interest
in any other business.





3.04 Financial Statements. JJMA has delivered to Buyer true and complete copies of:
(a) audited balance sheets of JJMA as of the end of the fiscal years ending on December 31 in each
of the years 2003, 2002 and 2001, and the related audited statements of income, changes in
stockholders’ equity, and cash flow (including the notes thereto) for each of the fiscal years then
ended, together with the report thereon of PricewaterhouseCoopers LLP, independent certified public
accountants (the “JJMA Financial Statements”), and (b) an unaudited balance sheet of JJMA as at
January 31, 2005 and the related unaudited statements of income, and cash flow for the months then
ended (the “JJMA Interim Financial Statements”). Such financial statements and notes are true,
correct and complete in all material respects and fairly present in all material respects the
financial condition and the results of operations, changes in stockholders’ equity, and cash flow
of JJMA as at the respective dates of and for the periods referred to in such financial statements,
in all material respects in accordance with GAAP, subject, in the case of the JJMA Interim
Financial Statements, to normal recurring year-end adjustments (the effect of which will not,
individually or in the aggregate, be materially adverse) and the absence of notes (that, if
presented, would not differ materially from those included in the JJMA Financial Statements); the
financial statements referred to in this Section 3.04 reflect the consistent application of such
accounting principles throughout the periods involved, except as disclosed in the notes to such
financial statements.



3.05 Books and Records. The books of account, minute books, stock record books, and
other records of JJMA, all of which have been made available to Buyer, are complete and correct in
all material respects. The minute books of JJMA contain records of all meetings held of, and
corporate action taken by, the stockholders, the Board of Directors, and committees of the Board of
Directors of JJMA. No meeting of any such stockholders, Board of Directors, or committee has been
held for which minutes have not been prepared and are not contained in such minute books. There
have been no changes, alterations, or additions to such minute books or records that have not been
furnished to Buyer. At the Closing, all of those books and records will be delivered to Buyer.




3.06 Title to and Sufficiency of Assets; Encumbrances.




	 	(a)	 	Schedule 3.06(a) of the JJMA Disclosure Schedules contains a
list of all real property owned by JJMA. JJMA has delivered or made available
to Buyer copies of the deeds by which JJMA acquired such real property, and
copies of all title insurance policies, opinions, abstracts, and surveys in the
possession of JJMA and relating to such property. Except as set forth in
Schedule 3.06(a) of the JJMA Disclosure Schedules, JJMA owns good and
marketable title to its real property.






	 	(b)	 	Schedule 3.06(b) of the JJMA Disclosure Schedules contains a
complete and accurate list of all premises leased by JJMA for the operation of
its business and each lease, rental or occupancy agreement and any other
Applicable Contract affecting the ownership of, leasing of, title to, use of,
or any leasehold or other interest in, any real property (collectively, the
“Leases”). JJMA has delivered to Buyer a true and complete copy of each of the
Leases and in the case of any non-written Lease a written summary of the
material terms of the Lease.






	 	(c)	 	The Leases (i) are valid, binding and enforceable in accordance
with their terms and are in full force and effect; (ii) no event of default has
occurred which (whether with or without notice, lapse of time or both or the
happening or occurrence of any other event) would constitute a default
thereunder on the part of JJMA; and (iii) JJMA has no Knowledge of the
occurrence of any event of default which (whether with or without notice, lapse
of time or both or the happening or occurrence of any other event) would
constitute a default thereunder by any other party. The current annual rent
and term under each Lease are as set forth on Schedule 3.06(c) of the JJMA
Disclosure Schedules. Schedule 3.06(c) of the JJMA Disclosure Schedules
separately identifies all Leases for which consents or waivers must be obtained
on or prior to the Closing Date (or which have been obtained) in order for such
Leases to continue in effect according to their terms after the Closing Date.
JJMA has not waived any material rights under any Lease which would be in
effect on or after the date hereof. No event has occurred which either
entitles, or would, on notice or lapse of time or both, entitle the other party
to any Lease with JJMA to declare a default or to accelerate, or which does
accelerate, the maturity of any indebtedness of JJMA under any Lease. All
leasehold improvements and fixtures located on any premises subject to any
Leases are, to the Knowledge of JJMA, (i) structurally sound with no known
defects; (ii) in good operating condition and repair, subject to ordinary wear
and tear; (iii) not in need of maintenance or repair except for ordinary
routine maintenance and repair; (iv) in conformity with all applicable Law
relating thereto currently in effect and (v) located entirely on such premises.






	 	(d)	 	Except as set forth on Schedule 3.06(d) of the JJMA Disclosure
Schedules, all of JJMA’s real properties and Assets (excluding Intellectual
Property Assets, which are addressed in Section 3.21) are free and clear of all
Encumbrances except (i) any rights of way, building use restrictions,
exceptions, variances, reservations, or limitations of any nature, with respect
to all such real property, (ii) liens for current taxes not yet due and
payable, and (iii) zoning laws and other land use restrictions.






	 	(e)	 	The failure by JJMA to obtain, prior to the Closing, any
consent listed on Schedule 3.06(b) and (c) to the JJMA Disclosure Schedule
(each an “Unobtained Lease Consent”) will not result in any Adverse
Consequences to Buyer.





3.07 Condition of Assets. The buildings, plants and structures of JJMA and all items
of Personal Property are in good operating condition and repair, except for ordinary, routine
maintenance and repairs or repairs in the Ordinary Course of Business that, in either case, would
not have a Material Adverse Effect on JJMA, and are suitable for their intended use.



3.08 Accounts Receivable. All accounts receivable of JJMA and the Joint Ventures that
are reflected on the JJMA Financial Statements or the JJMA Interim Financial Statements or on the
accounting records of JJMA as of the Closing Date (collectively, the “JJMA Accounts Receivable”)
represent valid obligations arising from sales actually made or services actually performed in the
Ordinary Course of Business and are valid accounts receivable. Unless paid prior to the Closing
Date, the JJMA Accounts Receivable will be as of the Closing Date current and collectible net of
the respective reserves shown on the JJMA Financial Statements or the JJMA Interim Financial
Statements or on the accounting records of JJMA as of the Closing Date (which reserves are adequate
and calculated consistent with past practice and, in the case of the reserve as of the Closing
Date, will not represent a greater percentage of the JJMA Accounts Receivable as of the Closing
Date than the reserve reflected in the JJMA Interim Financial Statements represented of the JJMA
Accounts Receivable reflected therein and will not represent a material change in the composition
of such JJMA Accounts Receivable in terms of aging).



3.09 Brokers or Finders. Except as described on Schedule 3.09 of the JJMA Disclosure
Schedules, neither JJMA, Seller nor any of their respective Representatives on behalf of JJMA or
Seller have incurred any obligation or liability, contingent or otherwise, for brokerage or
finders’ fees or agents’ commissions or other similar payment in connection with this Agreement.



3.10 No Undisclosed Liabilities.




	 	(a)	 	Except as set forth in Schedule 3.10(a) of the JJMA Disclosure
Schedules, neither JJMA nor any of the Joint Ventures has any liabilities or
obligations of any nature which are not either reflected or reserved against in
the JJMA Financial Statements or the JJMA Interim Financial Statements or are
current liabilities incurred in the Ordinary Course of Business since the
respective dates thereof, which would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on JJMA.






	 	(b)	 	Except as set forth in Schedule 3.10(b) of the JJMA Disclosure
Schedules, Seller has no liabilities or obligations of any nature other than
payment of benefits as they come due in accordance with the terms of the
applicable JJMA ESOP documents, which would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Seller and/or the
JJMA ESOP.






3.11 Taxes. Except as set forth in Schedule 3.11 of the JJMA Disclosure Schedules:




	 	(a)	 	JJMA has filed or caused to be filed on a timely basis all Tax
Returns that are or were required to be filed by or with respect to it pursuant
to applicable Law. JJMA has delivered to Buyer copies of all federal income
Tax Returns of JJMA filed since December 31, 2001. JJMA has paid, or made
provision for the payment of, all Taxes that have or may have become due
pursuant to those Tax Returns or pursuant to any assessment received by JJMA,
except such Taxes, if any, as are listed in Schedule 3.11 of the JJMA
Disclosure Schedules and are being contested in good faith. Schedule 3.11(a)
of the JJMA Disclosure Schedules contains a list of any pending Tax issues or
Tax audits.






	 	(b)	 	The United States federal income Tax Returns of JJMA have been
audited by the IRS or are closed by the applicable statute of limitations for
all taxable years ended prior to December 31, 2001; all deficiencies proposed
as a result of such audits have been paid, reserved against, settled, or are
being contested in good faith by appropriate proceedings; and the state income
Tax Returns of JJMA have not been audited. JJMA has not given or been
requested to give waivers or extensions (or is not or would not be subject to a
waiver or extension given by any other Person) of any statute of limitations
relating to the payment of Taxes of JJMA or for which JJMA may be liable.






	 	(c)	 	The charges, accruals, and reserves with respect to Taxes on
the respective books of JJMA are adequate (determined in accordance with GAAP)
and are at least equal to JJMA’s liability for Taxes; there exists no proposed
Tax assessment against JJMA except as disclosed in the JJMA Financial
Statements or in Schedule 3.11(c) of the JJMA Disclosure Schedules; no consent
to the application of Section 341(f)(2) of the IRC has been filed with respect
to any property or Assets held, acquired, or to be acquired by JJMA; and all
Taxes that JJMA is or was required by Law to withhold or collect have been duly
withheld or collected and, to the extent required, have been paid to the proper
Governmental Body or other Person.






	 	(d)	 	All Tax Returns filed by JJMA are true, correct, and complete
in all material respects and there is no Tax sharing agreement that will
require any payment by JJMA after the date of this Agreement. JJMA has been a
validly electing S corporation within the meaning of IRC Sections 1361 and 1362
at all times since December 27, 1999, and JJMA will be an S corporation up to
the Closing Date. Schedule 3.11(d) of the JJMA Disclosure Schedules lists all
the states with respect to which JJMA is required to file any corporate, income
or franchise Tax Returns and sets forth whether JJMA is treated as the
equivalent of an S corporation by or with respect to each such state. JJMA has
properly filed Tax Returns with and paid or discharged any liabilities for
taxes in any states or localities in which it is subject to Tax.






	 	(e)	 	JJMA has made all required estimated Tax payments sufficient to
avoid any underpayment penalties with respect to Taxes required to be paid by
it.






	 	(f)	 	None of the Equity Participants is a “foreign person” within
the meaning of IRC Section 1445.






	 	(g)	 	JJMA is not now and has not at any time been a member of any
“Affiliated Group”, as such term is defined in IRC Section 1504(a), required to
join in the filing of consolidated federal income Tax Returns, or otherwise
joined in the filing of other Tax Returns on a consolidated, combined or
unitary group basis.






	 	(h)	 	JJMA has not made a change in method of accounting and has not
agreed to and is not required to make a change in method of accounting in its
Tax Returns that would require JJMA to make any adjustment to its computation
of income pursuant to IRC Section 481(a) (or any predecessor provision), there
is no application pending with any Tax authority or Governmental Body
requesting permission for any such change in any accounting method of JJMA and
no Tax authority or Governmental Body has proposed in writing any such
adjustment or change in accounting method and there has been no oral proposal
based upon personal contact of any agent of a Tax authority or Governmental
Body with any employee or representative of JJMA.






	 	(i)	 	JJMA has not been a United States real property holding
corporation within the meaning of IRC Section 897(c)(2) during the applicable
period specified in IRC Section 897(c)(1)(A)(ii).






	 	(j)	 	There are no liens for Taxes upon the assets or properties of
JJMA, except for statutory liens for current Taxes not yet due, and JJMA has no
Knowledge of any claim relating to Taxes that, if adversely determined, would
result in any Lien on any of the assets or properties of JJMA.






	 	(k)	 	JJMA has not entered into a transaction that is being accounted
for under the installment method of IRC Section 453 or similar provision of
state, local or foreign Law.






	 	(l)	 	No property owned by JJMA (i) is property required to be
treated as being owned by another Person pursuant to the provisions of Section
168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect
immediately prior to the enactment of the Tax Reform Act of 1986, (ii)
constitutes “tax-exempt use property” within the meaning of IRC Section
168(h)(1) or (iii) is “tax-exempt bond financed property” within the meaning of
IRC Section 168(g)(5).






	 	(m)	 	JJMA does not owe any “corporate acquisition indebtedness”
within the meaning of IRC Section 279.






	 	(n)	 	Any adjustment of Taxes of JJMA made by a Tax authority or
Governmental Body, which is required to be reported to another Tax authority or
Governmental Body, has been so reported.






3.12 No Material Adverse Effect.




	 	(a)	 	Except as set forth on Schedule 3.12(a) of the JJMA Disclsoure
Schedules, since December 31, 2003, there has not been any event, fact,
condition, change, circumstance, occurrence or effect which constitutes, or
would reasonably be expected to result in the future in, a Material Adverse
Effect on JJMA.






	 	(b)	 	Since December 31, 2003, there has not been any event, fact,
condition, change, circumstance, occurrence or effect which constitutes, or
would reasonably be expected to result in the future in, a Material Adverse
Effect on Seller.






3.13 Employee Benefits.




	 	(a)	 	As used in this Section 3.13, the following terms have the
meanings set forth below.





“ERISA Affiliate” means any entity that, together with JJMA, would be treated as a single
employer under IRC § 414.



“JJMA Other Benefit Obligation” means an Other Benefit Obligation owed, adopted, or followed
by JJMA.



“JJMA Plan” means all Plans of which JJMA or any ERISA Affiliate is or was a Plan Sponsor, or
to which JJMA otherwise contributes or has contributed or with respect to which JJMA has or may
have any liability, or in which JJMA participates or has participated. All references to Plans are
to JJMA Plans unless the context requires otherwise.



“Other Benefit Obligations” means all obligations, arrangements, or customary practices,
whether or not legally enforceable, to provide benefits, other than salary, as compensation for
services rendered, to present or former directors, employees, or agents, other than obligations,
arrangements, and practices that are Plans. Other Benefit Obligations include consulting
agreements under which the compensation paid does not depend upon the amount of service rendered,
sabbatical policies, severance payment policies, stock plans, bonus plans and fringe benefits
within the meaning of IRC § §125 and 132.




“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.




“Pension Plan” has the meaning given in ERISA § 3(2)(A).




“Plan” has the meaning given in ERISA § 3(3).




“Plan Sponsor” has the meaning given in ERISA § 3(16)(B).



“Qualified Plan” means any Plan that meets or purports to meet the requirements of IRC §
401(a).



“Title IV Plans” means all Pension Plans that are subject to Title IV of ERISA, 29 U.S.C. §
1301 et seq.




“Welfare Plan” has the meaning given in ERISA § 3(1).




	 	(b)	 	Schedule 3.13(b) of the JJMA Disclosure Schedules was prepared
on behalf of JJMA and contains a list of all JJMA Plans, and JJMA Other Benefit
Obligations. Such Schedule is accurate in all material respects. All such
JJMA Plans and JJMA Other Benefit Obligations have been operated in all
material respects in compliance with their terms and applicable Law.






(c) JJMA has delivered to Buyer:




	 	(i)	 	all documents that set forth the
terms and policies of each JJMA Plan, JJMA Other Benefit
Obligation, and of any related trust, including (A) all plan
descriptions and summary plan descriptions of JJMA Plans for which
JJMA is required to prepare, and distribute plan descriptions and
summary plan descriptions, and (B) all summaries and descriptions
furnished to participants and beneficiaries regarding JJMA Plans,
and JJMA Other Benefit Obligations for which a plan description or
summary plan description is not required;






	 	(ii)	 	all personnel, payroll, and
employment manuals and policies;






	 	(iii)	 	all collective bargaining agreements
pursuant to which contributions have been made or obligations
incurred (including both pension and welfare benefits) by JJMA,
and all collective bargaining agreements pursuant to which
contributions are being made or obligations are owed by JJMA;






	 	(iv)	 	a written description of each JJMA
Plan or JJMA Other Benefit Obligation that is not otherwise in
writing;






	 	(v)	 	all registration statements filed
with respect to any JJMA Plan;






	 	(vi)	 	all insurance policies purchased by
or to provide benefits under any JJMA Plan;






	 	(vii)	 	all contracts with third party
administrators, actuaries, investment managers, consultants,
appraisers and other independent contractors that relate to any
JJMA Plan, or JJMA Other Benefit Obligations;






	 	(viii)	 	all reports, including annual valuations, submitted within the
four years preceding the date of this Agreement by third party
administrators, actuaries, investment managers, consultants,
appraisers or other independent contractors with respect to any
JJMA Plan, or JJMA Other Benefit Obligations;






	 	(ix)	 	all notifications to employees of
their rights under ERISA § 601 et seq. and IRC § 4980B;






	 	(x)	 	the Form 5500 filed in each of the
most recent three plan years, including all schedules thereto and
the opinions of independent accountants for each JJMA Plan, as
applicable;






	 	(xi)	 	all notices and correspondence that
were given by the IRS, the PBGC, or the Department of Labor to
JJMA, or any JJMA Plan within the four years preceding the date of
this Agreement; and






	 	(xii)	 	with respect to Qualified Plans, the
most recent determination letter for each Plan of JJMA that is a
Qualified Plan.






	 	(d)	 	Except as set forth in Schedule 3.13(d) of the JJMA Disclosure
Schedules:






JJMA has performed all of its obligations under all JJMA Plans and
JJMA Other Benefit Obligations except for such obligations which
would not, either individually or collectively, have a Material
Adverse Effect on JJMA. JJMA has made appropriate entries in its
financial records and statements for all obligations and liabilities
under such Plans and Obligations that have accrued but are not due.




No statement, either written or oral, has been made by JJMA to any
Person with regard to any JJMA Plan or JJMA Other Benefit Obligation
that was not in accordance with the JJMA Plan or JJMA Other Benefit
Obligation and that could have a Material Adverse Effect on JJMA.




Since January 1, 1998, there has been no establishment or amendment
of any JJMA Plan or JJMA Other Benefit Obligations.




Since the date of the JJMA Interim Financial Statements, there has
not been any material increase in premium costs of JJMA Plans and
JJMA Other Benefit Obligations that are insured, or a material
increase in benefit costs of such Plans and Obligations that are
self-insured.




Other than routine claims for benefits submitted by participants or
beneficiaries in the ordinary course of administration, no claim
against, or legal proceeding involving, any JJMA Plan or JJMA Other
Benefit Obligations is pending or is Threatened.




Each Qualified Plan of JJMA is qualified in form and operation under
IRC § 401(a); each trust for each such Qualified Plan is exempt from
federal income tax under IRC § 501(a). No event has occurred or
circumstance exists that will or could give rise to disqualification
or loss of tax-exempt status of any such Qualified Plan or trust.




JJMA has met the minimum funding standard, and has made all
contributions required, under ERISA § 302 and IRC § 402. The Assets
under any JJMA Plan that is a defined benefit pension plan as defined
in ERISA § 3(35) equal or exceed the present value of all vested and
unvested liabilities thereunder, as determined in accordance with the
terms of such JJMA Plan, the IRC, ERISA, the PBGC methods, factors
and assumptions applicable on the date of determination.




JJMA has paid all amounts due to the PBGC pursuant to ERISA § 4007.




JJMA has not ceased operations at any facility, withdrawn from any
Title IV Plan in a manner, or engaged in any activity that would
subject any entity or Buyer to liability under ERISA § 4062(e), §
4063, or § 4064.




No amendment has been made, or is reasonably expected to be made, to
any Plan that has required or could require the provision of security
under ERISA § 307 or IRC § 401(a)(29).




No accumulated funding deficiency, whether or not waived, exists with
respect to any JJMA Plan; no event has occurred or circumstance
exists that may result in an accumulated funding deficiency as of the
last day of the current plan year of any such JJMA Plan.




The actuarial report for each Pension Plan of JJMA fairly presents
the financial condition and the results of operations of each such
Pension Plan in accordance with GAAP.




Since the last valuation date for each Pension Plan of JJMA, no event
has occurred or circumstance exists that would increase the amount of
benefits under any such Pension Plan or that would cause the excess
of Pension Plan assets over benefit liabilities (as defined in ERISA
§ 4001) to decrease, or the amount by which benefit liabilities
exceed assets to increase.




No reportable event (as defined in ERISA § 4043 and in regulations
issued thereunder) has occurred.




JJMA has no liability to the PBGC under Title IV of ERISA. No event
has occurred that could subject any JJMA Plan to any Tax under IRC §
511.




Except to the extent required under ERISA § 601 et seq. and IRC §
4980B, JJMA provides no health or welfare benefits for any retired or
former employee or is obligated to provide health or welfare benefits
to any active employee following such employee’s retirement or other
termination of service.




JJMA has the right to modify and terminate benefits to retirees
(other than pensions) with respect to both retired and active
employees.




No payment that is owed or may become due to any director, officer,
employee, or agent of JJMA will be non-deductible to JJMA or subject
to Tax under IRC § 4999; nor will JJMA be required to “gross up” or
otherwise compensate any such person because of the imposition of any
excise tax on a payment to such person.




The consummation of the Contemplated Transactions will not result in
the payment, vesting, or acceleration of any benefit.




All JJMA Plans and JJMA Other Benefit Obligations can be terminated
at any time as of or after the Closing Date without resulting in any
liability to Buyer for any additional contributions, penalties,
premiums, fees, fines, excess taxes or any other charges or
liabilities.




No JJMA Plan that is a Pension Plan is stated on a standardized
prototype plan document or otherwise automatically provides for
participation of all eligible employees employed by an employer (as
defined in IRC section 414(b), (c), (m) or (o)).




	 	(e)	 	For purposes of this Section 3.13, the term “JJMA” includes all
organizations under common control within the meaning of Section 4001(b)(1) of
ERISA with JJMA or (ii) which together with JJMA is treated as a single
employer under Section 414(b), (c), (m), (n) or (o) of the IRC.






3.14 Compliance with Law; Governmental Authorizations.




	 	(a)	 	Except as set forth in Schedule 3.14(a) of the JJMA Disclosure
Schedules:






	 	(i)	 	JJMA, and to the Knowledge of JJMA
each of the Joint Ventures, is in compliance in all material
respects with each Law that is applicable to it or to the conduct
or operation of its business or the ownership or use of any of its
Assets; and






	 	(ii)	 	To the Knowledge of JJMA, neither
JJMA nor any of the Joint Ventures has received any notice from
any Governmental Body or any other Person regarding (A) any actual
or alleged violation of, or failure to comply with, any Law, or
(B) any actual or alleged obligation on the part of JJMA to
undertake, or to bear all or any portion of the cost of, any
remedial action of any nature.






	 	(b)	 	Except as set forth in Schedule 3.14(b) of the JJMA Disclosure
Schedules:






	 	(i)	 	Seller is in compliance in all material
respects with each Law that is applicable to it or the conduct of its
business or the ownership or use of any of its Assets; and






	 	(ii)	 	Seller has not received any notice from any
Governmental Body or any other Person regarding (A) any actual or
alleged violation of, or failure to comply with, any Law, or (B) any
actual or alleged obligation on the part of Seller to undertake, or to
refrain from taking, any action of any nature.






	 	(c)	 	Schedule 3.14(c) of the JJMA Disclosure Schedules contains a
list of each Governmental Authorization of JJMA. Each such Governmental
Authorization is valid and in full force and effect. Except as set forth in
Schedule 3.14(c) of the JJMA Disclosure Schedules, with respect to such
Governmental Authorizations:






	 	(i)	 	JJMA is in compliance in all material
respects with all of the terms and requirements of each
Governmental Authorization;






	 	(ii)	 	JJMA has not received any notice from
any Governmental Body or any other Person regarding (A) any actual
or alleged violation of or failure to comply with any term or
requirement of any Governmental Authorization, or (B) any actual
or proposed revocation, withdrawal, suspension, cancellation,
termination of, or modification to any Governmental Authorization
which in either case would have a Material Adverse Effect on JJMA;
and






	 	(iii)	 	all applications and other filings
required to have been filed for the renewal of the Governmental
Authorizations by JJMA have been duly filed on a timely basis with
the appropriate Governmental Bodies except as would not have a
Material Adverse Effect on JJMA.






	 	(d)	 	The Governmental Authorizations listed in Schedule 3.14(c) of
the JJMA Disclosure Schedules collectively constitute all of the material
Governmental Authorizations required to permit JJMA to lawfully conduct and
operate its businesses in the manner it currently conducts and operates such
businesses or as it currently proposes to conduct its business and to permit
JJMA to own and use its Assets in the manner in which it currently owns and
uses such Assets or as it currently proposes to use such Assets.






3.15 Legal Proceedings; Orders.




	 	(a)	 	Except as set forth in Schedule 3.15(a) of the JJMA Disclosure
Schedules, there is no Proceeding pending, or to JJMA’s Knowledge, Threatened,
against JJMA or any of its directors or officers or Assets, or any of the Joint
Ventures or any of their respective managers or Assets.






	 	(b)	 	JJMA has made available to Buyer copies of all pleadings,
correspondence, and other documents relating to each Proceeding listed in
Schedule 3.15(a) of the JJMA Disclosure Schedules.






	 	(c)	 	Except as set forth on Schedule 3.15(c) of the JJMA Disclosure
Schedules, there is no Order to which JJMA or any of the Assets owned or used
by JJMA, or to the Knowledge of JJMA the Joint Ventures or any of the Assets
owned or used by the Joint Ventures, is subject or that relates to the business
of, or any of the Assets owned or used by, JJMA and/or the Joint Ventures.






	 	(d)	 	Except as set forth in Schedule 3.15(d) of the JJMA Disclosure
Schedules, there is no Proceeding pending, or to Seller’s Knowledge, Threatened
against Seller or any of its Assets, and there are no facts or circumstances
which could form the basis for any Proceeding against Seller or any of its
Assets.






	 	(e)	 	Except as set forth in Schedule 3.15(e) of the JJMA Disclosure
Schedules, there is no Order to which Seller or any of its Assets is subject.





3.16 Absence of Certain Changes and Events. Except as set forth in Schedule 3.16 of
the JJMA Disclosure Schedules, since December 31, 2003, JJMA has conducted its business only in the
Ordinary Course of Business and there has not been any:




	 	(a)	 	change in JJMA’s authorized or issued capital stock; grant of
any stock option or right to purchase shares of capital stock or other equity
interest of JJMA; issuance of any security convertible into such capital stock;
grant of any registration rights; purchase, redemption, retirement, or other
acquisition by JJMA of any shares of any such capital stock; or declaration of
any dividend or other distribution or any payment in respect of shares of
capital stock;






(b) amendment to the Organizational Documents of JJMA;




	 	(c)	 	payment or increase by JJMA of any bonuses, salaries, or other
compensation to any stockholder, director, officer or executive employee of
Vice President level or higher (other than base salary) or entry into any
employment, severance, or similar Contract with any director, officer, or
executive employee;






	 	(d)	 	adoption of, or an amendment or modification resulting in an
increase in the payments to or benefits under, any profit sharing, bonus,
deferred compensation, savings, insurance, pension, retirement, or other
employee benefit plan for or with any employees of JJMA;






	 	(e)	 	damage to or destruction or loss of any Asset of JJMA, whether
or not covered by insurance, which has had or would reasonably be expected to
have a Material Adverse Effect on JJMA.






	 	(f)	 	except in the Ordinary Course of Business, entry into,
termination of, or receipt of notice of termination or acceleration of (i) any
material license, distributorship, dealer, sales representative, joint venture,
credit, or similar agreement, or (ii) any Contract or transaction involving a
total remaining commitment by or to JJMA of at least $100,000;






	 	(g)	 	except in the Ordinary Course of Business, sale, lease, or
other disposition of any material Asset of JJMA;






	 	(h)	 	cancellation or waiver of any claims or rights with a value to
JJMA in excess of $50,000;






	 	(i)	 	material change in the accounting methods used by JJMA or any
change (whether material or not) not in conformity with GAAP; or






	 	(j)	 	capital expenditures or commitments therefor in any fiscal year
(or portion thereof) aggregating more than $750,000;






	 	(k)	 	commitment made to, or liability incurred to, any labor
organization;






	 	(l)	 	capital investment in, any loan to, or any acquisition of the
securities, Assets (except for Assets acquired in the Ordinary Course of
Business) or the business of, any other Person (or series of related capital
investments, loans, and acquisitions);






	 	(m)	 	issuance of any note, bond, or other debt security or creation,
incurrence, assumption, or guaranty of any indebtedness for borrowed money or
capitalized lease obligation;






	 	(n)	 	amendment, cancellation, compromise, waiver, or release of any
right or claim (or series of related rights and claims) outside the Ordinary
Course of Business or any acceleration of collection of accounts receivable or
delay or postponement in payment of accounts payable or other liabilities;






	 	(o)	 	declaration, set aside, or payment of any dividend or any
distribution with respect to its capital stock (whether in cash or in kind) or
redemption, purchase, or acquisition of any of its capital stock, or grant to
any Person of any option or other right to acquire any shares of capital stock
or other securities of JJMA;






	 	(p)	 	entering into employment contracts, written or oral, or
modification of the terms of any existing contracts or agreements, other than
“at-will” employment contracts with normal severance terms in accordance with
JJMA’s policies and past practice;






	 	(q)	 	modification of any retention, severance or incentive agreement
related to the Contemplated Transactions;






	 	(r)	 	making of any material Tax election or settlement of any
material Tax liability (other than the payment of Taxes required on or before
their due date);






	 	(s)	 	write down of the value of any Assets of JJMA or write-off as
uncollectible any notes or accounts receivable, except write-offs in the
ordinary course of business, none of which, individually or in the aggregate,
are material;






(t) any liens or Encumbrances imposed on JJMA’s Assets;




(u) settlement, compromise or commencement of any Proceeding;




	 	(v)	 	entering into of any Contract outside the Ordinary Course of
Business; or






(w) agreement by JJMA to do any of the foregoing.




3.17 Contracts; No Defaults.




	 	(a)	 	Schedule 3.17(a) of the JJMA Disclosure Schedules contains a
complete and accurate list, and JJMA has provided to Buyer copies, of each of
the following (whether written or non-written and in the case of non-written, a
summary of such Contract) and including any and all amendments and other
modifications to such Contracts (excluding any Government Contracts which are
listed on Schedule 3.34 of the JJMA Disclosure Schedules).






	 	(i)	 	each Applicable Contract that involves
performance of services or delivery of goods or materials by JJMA of an
amount or value in excess of $100,000;






	 	(ii)	 	each Applicable Contract that was not entered
into in the Ordinary Course of Business and that involves expenditures
or receipts of JJMA in excess of $50,000;






	 	(iii)	 	each license, installment and conditional sale
agreement, and other Applicable Contract affecting the ownership of,
leasing of, title to, use of, or any other interest in, any Personal
Property (except personal property leases and installment and
conditional sales agreements having a value per item or aggregate
payments of less than $100,000 and with terms of less than one year);






	 	(iv)	 	each licensing agreement or other Applicable
Contract with respect to trademarks or other Intellectual Property
Assets, including agreements with current or former employees whose
employment has terminated (for any reason) in the five (5) years prior
to the date hereof, consultants, or contractors regarding the
appropriation or the non-disclosure of any of the Intellectual Property
Assets;






	 	(v)	 	each collective bargaining agreement and other
Applicable Contract to or with any labor union or other employee
representative of a group of employees;






	 	(vi)	 	each joint venture, partnership, and other
Applicable Contract (however named) involving a sharing of profits,
losses, costs, or liabilities by JJMA with any other Person;






	 	(vii)	 	each Applicable Contract containing covenants
that in any way purport to restrict the business activity of JJMA or
limit the freedom of JJMA to engage in any line of business or to
compete with any Person in any way;






	 	(viii)	 	each Applicable Contract providing for payments to or by any Person
based on sales, purchases, or profits, other than direct payments for
goods;






	 	(ix)	 	each power of attorney that is currently
effective and outstanding;






	 	(x)	 	each Applicable Contract entered into other
than in the Ordinary Course of Business that contains or provides for
an express undertaking by JJMA to be responsible for consequential
damages; and






	 	(xi)	 	each written warranty, guaranty, and or other
similar undertaking with respect to contractual performance extended by
JJMA other than in the Ordinary Course of Business.






	 	(b)	 	Except as set forth in Schedule 3.17(b) of the JJMA Disclosure
Schedules:






	 	(i)	 	No JJMA Knowledgeable Employee or any
Related Person of any JJMA Knowledgeable Employee has or may
acquire any rights under, and no JJMA Knowledgeable Employee or
any Related Person of any JJMA Knowledgeable Employee has or may
become subject to any obligation or liability under, any
Applicable Contract that is material to the financial condition,
business or operations of JJMA taken as a whole; and






	 	(ii)	 	To the Knowledge of JJMA, no officer,
director, agent, employee, consultant, or contractor of JJMA is
bound by any Contract that purports to limit the ability of such
officer, director, agent, employee, consultant, or contractor to
(A) engage in or continue any conduct, activity, or practice
relating to the business of JJMA, or (B) assign to JJMA or to any
other Person any rights to any invention, improvement, or
discovery.






	 	(c)	 	Except as set forth in Schedule 3.17(c) of the JJMA Disclosure
Schedules, each Applicable Contract identified or required to be identified in
the JJMA Disclosure Schedules is in full force and effect and is valid and
enforceable in accordance with its material terms.






	 	(d)	 	Except as set forth in Schedule 3.17(d) of the JJMA Disclosure
Schedules:






	 	(i)	 	JJMA is, and has been, in compliance
in all material respects with all applicable terms of each
Applicable Contract required to be identified in the JJMA
Disclosure Schedules;






	 	(ii)	 	JJMA has not given to or received
from any other Person at any time any notice regarding, and is not
in any actual or alleged, violation or breach of, or default
under, any material terms of any Applicable Contract;






	 	(iii)	 	To JJMA’s Knowledge, the other
parties to such Applicable Contracts are not in breach of, or
material default under, such Applicable Contracts; and






	 	(iv)	 	To the Knowledge of JJMA, no event
has occurred which either entitles, or would, with notice or lapse
of time or both, entitle any party to any Applicable Contract
listed or required to be listed on the JJMA Disclosure Schedules
(other than JJMA) to declare breach, default or violation under
any Applicable Contract or to accelerate, or which does
accelerate, the maturity of any indebtedness of JJMA under any
Applicable Contract.






	 	(e)	 	There are no renegotiations of, attempts to renegotiate, or
outstanding rights to renegotiate any terms of any Applicable Contracts listed
or required to be listed on the JJMA Disclosure Schedules with any Person and
no such Person has made written demand for such renegotiations which
renegotiations would reasonably be expected to have a Material Adverse Effect
on JJMA. JJMA has not waived any material rights under any of the Contracts
listed or required to be listed on the JJMA Disclosure Schedules.






	 	(f)	 	The Applicable Contracts relating to the sale or provision of
products or services by JJMA have been entered into in the Ordinary Course of
Business and have been entered into without the commission of any act or any
consideration having been paid or promised, that is or would be in violation of
any Law, which violation would have a Material Adverse Effect on JJMA.






	 	(g)	 	The consummation of the Contemplated Transactions will not
affect the validity, enforceability and continuation of the Applicable
Contracts on the same terms applicable to such Applicable Contracts as of the
date hereof.






3.18 Insurance.




(a) JJMA has made available to Buyer:




	 	(i)	 	copies of all policies of insurance
to which JJMA is a party or under which JJMA, or any director or
officer of JJMA, is or has been covered at any time within the
three (3) years preceding the date of this Agreement; and






	 	(ii)	 	all pending applications for policies
of insurance; and






(b) Schedule 3.18(b) of the JJMA Disclosure Schedules identifies:




	 	(i)	 	all insurance policies (by policy number,
insurer, annual premium, and expiration dates) held by JJMA relating to
the Assets, the business or its properties;






	 	(ii)	 	any self-insurance arrangement by or affecting
JJMA, including any reserves established thereunder;






	 	(iii)	 	any contract or arrangement, other than a
policy of insurance, for the transfer or sharing of any risk by JJMA.






In addition, JJMA has made available to Buyer all documents evidencing all
obligations of JJMA to third parties with respect to insurance (including
such obligations under leases and service agreements) and identifies the
policy under which such coverage is provided.




	 	(c)	 	Except as set forth on Schedule 3.18(c) of the JJMA Disclosure
Schedules, all policies to which JJMA is a party or that provide coverage to
either JJMA or any director or officer of JJMA or are otherwise required to be
listed on the JJMA Disclosure Schedules are valid, legal and enforceable and
will continue to be legal, valid and enforceable and JJMA has not received (A)
any refusal of coverage or any notice that a defense will be afforded with
reservation of rights or (B) any notice of cancellation or any other indication
that any insurance policy is no longer in full force or effect or will not be
renewed or that the issuer of any policy is not willing or able to perform its
obligations thereunder. JJMA has paid all premiums due, has otherwise
performed all of its obligations, and is not in default under each policy to
which JJMA is a party or that provides coverage to JJMA or its directors, and
JJMA has given notice to the insurer of all claims that may be insured thereby.






3.19 Environmental and Maritime Matters.




	 	(a)	 	Except as set forth on Schedule 3.19(a) of the JJMA Disclosure
Schedules, JJMA is, and at all times has been, in compliance with, and has not
been and is not in violation of or liable under, any Environmental Law whose
violation would have a Material Adverse Effect on JJMA. To JJMA’s Knowledge,
neither JJMA, nor any other Person for whose conduct JJMA may be held to be
responsible, has received any actual or Threatened order, notice or other
communication from (i) any Governmental Body or private citizen acting in the
public interest or (ii) the current or prior owner or operator of any JJMA
Facility, of any actual or potential violation or failure to comply with any
Environmental Law, or of any actual or Threatened obligation to undertake or
bear the cost of any Environmental, Health and Safety Liabilities with respect
to any JJMA Facility or other property or Asset (whether real, personal or
mixed) in which JJMA has or had an interest, or with respect to any property or
JJMA Facility at or to which Hazardous Materials were generated, manufactured,
refined, transferred, imported, used or processed by JJMA or any other Person
for whose conduct it is or may be held responsible, or from which Hazardous
Materials have been transported, treated, stored, handled, transferred,
disposed, recycled or received which would have a Material Adverse Effect on
JJMA.






	 	(b)	 	Except as set forth on Schedule 3.19(b) of the JJMA Disclosure
Schedules, there are no pending or Threatened claims, Encumbrances, or other
restrictions of any nature resulting from any Environmental, Health and Safety
Liabilities or arising under or pursuant to any Environmental Law with respect
to or affecting any JJMA Facility or any other property or Asset (whether real,
personal or mixed) in which JJMA has or had an interest.






	 	(c)	 	Neither JJMA nor any other Person for whose conduct it is or
may be held responsible has received, any citation, directive, inquiry, notice,
Order, summons, warning or other communication that relates to Hazardous
Activity, Hazardous Materials, or any alleged, actual, or potential violation
or failure to comply with any Environmental Law, or of any alleged, actual, or
potential obligation to undertake or bear the cost of any Environmental, Health
and Safety Liabilities with respect to any JJMA Facility or property or Asset
(whether real, personal or mixed) in which JJMA has or had an interest, or with
respect to any property or facility to which Hazardous Materials generated,
manufactured, refined, transferred, imported, used or processed by JJMA or any
other Person for whose conduct it is or may be held responsible, have been
transported, treated, stored, handled, transferred, disposed, recycled or
received.






	 	(d)	 	Neither JJMA nor any other Person for whose conduct it is or
may be held responsible has any Environmental, Health and Safety Liabilities
with respect to any JJMA Facility or, with respect to any other property or
Asset (whether real, personal or mixed) in which JJMA (or any predecessor) has
or had an interest or at any property geologically or hydrologically adjoining
any JJMA Facility or any such other property or Asset which would have a
Material Adverse Effect on JJMA.






	 	(e)	 	There are no Hazardous Materials present on or in the
Environment at any JJMA Facility or at any geologically or hydrologically
adjoining property, including any Hazardous Materials contained in barrels,
aboveground or underground storage tanks, landfills, land deposits, dumps,
equipment (whether movable or fixed) or other containers, either temporary or
permanent, and deposited or located in land, water, sumps, or any other part of
the JJMA Facilities or such adjoining property, or incorporated into any
structure therein or thereon. Neither JJMA nor, to the Knowledge of JJMA, any
Person for whose conduct it is or may be held responsible has permitted or
conducted, or is aware of, any Hazardous Activity conducted with respect to any
JJMA Facility or any other property or Assets (whether real, personal or mixed)
in which JJMA has or had an interest in violation of applicable Environmental
Laws which would have a Material Adverse Effect on JJMA.






	 	(f)	 	There has been no Release or, to the Knowledge of JJMA, Threat
of Release, of any Hazardous Materials at or from any JJMA Facility or at any
other location where any Hazardous Materials were generated, manufactured,
refined, transferred, produced, imported, used, or processed from or by any
JJMA Facility, or from any other property or Asset (whether real, personal or
mixed) in which JJMA has or had an interest, or any geologically or
hydrologically adjoining property, whether by JJMA or, to the Knowledge of
JJMA, any other Person for whose conduct it is or may be held responsible which
would have a Material Adverse Effect on JJMA.






	 	(g)	 	JJMA has delivered to Buyer true and complete copies and
results of any reports, studies, analyses, tests, or monitoring possessed or
initiated by JJMA pertaining to Hazardous Materials or Hazardous Activities in,
on, or under the JJMA Facilities, or concerning compliance, by JJMA or any
other Person for whose conduct it is or may be held responsible, with
Environmental Laws which would have a Material Adverse Effect on JJMA.






	 	(h)	 	Schedule 3.19(h) of the JJMA Disclosure Schedules lists (a) all
commercial (non-government, non-military) customers or clients (including
vessel owners, operators, managers, class societies or insurers) for which JJMA
has provided naval architecture, design, marine inspection or other marine
professional services (including acting as customer’s or client’s
representative with respect to construction, repair or classification of any
vessel at a shipyard or other facility), including services provided directly
or indirectly or on subcontract (collectively, all such services “Marine Design
Services”), in connection with any vessels which have been in operation within
the most recent five (5) year period prior to the Closing Date (including
vessels in lay-up that may be returned to operation), and (b) all customers or
clients (including government or military customers or clients) for which JJMA
has provided any Marine Design Services with respect to any tanker vessel or
other vessel designed to carry petroleum or petroleum products, fuels
(including liquefied natural gas) or hazardous bulk cargoes. JJMA has provided
Buyer with, or made available to Buyer, all information and documents
available to JJMA which have been requested by Buyer in regard to all customers
or clients listed in Schedule 3.19(h) of the JJMA Disclosure Schedules,
including (i) type or class of vessel, (ii) number and size of vessels, (iii)
dates of delivery of vessels, (iv) identity of current owner or operator, (v)
service or trade in which the vessel is presently engaged, (vi) all contract
terms with customers/clients reflecting scope of work, warranties,
indemnification, exculpatory and third-party beneficiary provisions, (vii)
information regarding any claims or threatened claims alleging any liability on
JJMA’s part to any customer/client or third party with respect to such
professional services (including contract and tort claims, and all claims
previously settled and discharged in full), and (viii) insurance coverage in
effect to protect or indemnify JJMA against claims of customer/client or third
parties with respect to Marine Design Services. Other than matters listed on
Schedule 3.19(h) of the JJMA Disclosure Schedules, JJMA has not been subject to
any criminal investigation or penalty, civil penalty or award of civil damages
with respect to the provision of any Marine Design Services in connection with
any vessels in operation as of the Closing Date (including vessels in lay-up
that may be returned to operation). Other than matters listed on Schedule
3.19(h) of the JJMA Disclosure Schedules, to JJMA’s Knowledge, (y) there are no
pending or threatened claims, investigations, inquiries or reviews being
asserted or conducted by any government entity, international regulatory body
or authority, classification society or insurers with respect to any Marine
Design Services or other professional work performed by JJMA, (z) no vessel in
regard to which JJMA has performed or provided Marine Design Services has been
involved in any collision, allusion, stranding or other event involving loss of
life, bodily injury or unlawful discharge or spill of petroleum, petroleum
products or bulk cargo during the most recent five (5) year period.






3.20 Employees and Contractors.




	 	(a)	 	Employees. Schedule 3.20(a) of the JJMA Disclosure
Schedules sets forth a complete and accurate list of all employees of JJMA as
of the date hereof showing for each as of that date the employee’s name, job
title or description, salary level (including any bonus or deferred
compensation arrangements other than any such arrangements under which payments
are at the discretion of JJMA) and also showing any bonus, commission or other
remuneration other than salary paid during JJMA’s fiscal year ending December
31, 2004. Except as set forth on Schedule 3.20(a) of the JJMA Disclosure
Schedules, none of such employees is a party to a written employment agreement
or contract with JJMA and each is employed “at will.” Except as set forth in
Schedule 3.20(a) of the JJMA Disclosure Schedules, each such employee has
entered into JJMA’s standard form of employee non-disclosure agreement with
JJMA, a copy of which has been previously delivered to the Buyer. Except as
listed on Schedule 3.20(a) of the JJMA Disclosure Schedules, no director,
officer, or other key employee of JJMA has delivered notice that he or she
intends to terminate his or her employment with JJMA as a direct result of the
Contemplated Transactions.






	 	(b)	 	Contractors. Schedule 3.20(b) of the JJMA Disclosure
Schedules contains a list of all independent contractors (excluding
subcontractors) currently engaged by JJMA, along with the date of retention and
rate of remuneration, most recent increase (or decrease) in remuneration and
amount thereof, for each such Person. Except as set forth on Schedule 3.20(b)
of the JJMA Disclosure Schedules, none of such independent contractors is a
party to a written agreement or contract with JJMA. Each independent
contractor who is a party to a written agreement has entered into customary
covenants regarding confidentiality, non-competition and assignment of
inventions and copyrights in such Person’s agreement with JJMA, a copy of which
has been previously delivered to the Buyer. For the purposes of applicable
Law, including without limitation the IRC, all independent contractors who are,
or within the last six (6) years have been, engaged by JJMA are bona fide
independent contractors and not employees of JJMA except as noted on Schedule
3.20(b), each independent contractor is terminable on not less than thirty days
notice, without any obligation to pay severance or a termination fee.






	 	(c)	 	Labor Relations; Compliance. Except as set forth in
Schedule 3.20(c) of the JJMA Disclosure Schedules, JJMA has not been and is not
a party to any collective bargaining or other labor Contract. Except as set
forth in Schedule 3.20(c) of the JJMA Disclosure Schedules there has not been,
there is not presently pending or existing and there is not Threatened, (a) any
strike, slowdown, picketing, work stoppage, or employee grievance process, (b)
any Proceeding against or affecting JJMA or its Assets relating to the alleged
violation of any Law pertaining to labor relations or employment matters,
including any charge or complaint filed by an employee or union with a
Governmental Body, organizational activity, or other labor or employment
dispute against or affecting JJMA or its premises, or (c) any application for
certification of a collective bargaining agreement. No event has occurred or
circumstance exists that could provide the basis for any work stoppage or other
labor dispute. There is no lockout of any employees by JJMA, and no such
action is contemplated by JJMA. JJMA has complied in all material respects
with all Laws relating to employment, including, but not limited to, equal
employment opportunity, nondiscrimination, immigration, wages, hours, benefits,
collective bargaining, the payment of social security and similar taxes,
occupational safety and health, work authorization, privacy and right to know
and plant closing. JJMA has not received any notice that it is liable for the
payment of any compensation, damages, Taxes, fines, penalties, or other
amounts, however designated, for failure to comply with any of the foregoing
Laws.






3.21 Intellectual Property.




	 	(a)	 	The term “Intellectual Property Assets” includes any of the
following used in JJMA’s business, owned by JJMA, or licensed by JJMA:






	 	(i)	 	the corporate name “John J. McMullen
Associates, Inc.,” all fictitious business names and trade names,
trademarks, service marks, trade dress, logos, brand names,
designs and corporate names for any of its Subsidiaries, together
with all translations, adaptations, derivations, and combinations
thereof and including all goodwill associated therewith, or
otherwise owned by JJMA (“JJMA Marks”), and all applications,
registrations, and renewals in connection therewith (“JJMA
Applications”). Schedule 3.21 (a)(i) of the JJMA Disclosure
Schedules contains a list of all JJMA Marks and JJMA Applications;
and






	 	(ii)	 	all know-how, trade secrets,
confidential information, customer lists, and proprietary
information including, without limitation, ideas, research and
development, know-how, discoveries, concepts, formulas,
compositions, processes, procedures, methods, techniques,
operating and maintenance manuals, designs, specifications,
customer and supplier lists, pricing and cost information, and
business and marketing plans and proposals, work in process,
technical information, data, process technology, plans, drawings,
and blue prints and other proprietary information or material of
any type, and all derivatives, improvements and refinements
thereof, but only insofar as any of the forgoing are protected as
trade secrets, (collectively, “JJMA Trade Secrets”).






	 	(iii)	 	all patents, patent applications,
and patent disclosures, together with all reissuances,
continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, and all applications to register any of
the forgoing (“Patents”). Schedule 3.21(a)(iii) of the JJMA
Disclosure Schedules lists all Patents, all applications to
register any such Patents, and any issued patents, and includes
the names of the assignors, the serial number or application
number, the jurisdiction in which any such Patent is pending or
registered, and a brief description of any fees or filings that
are due or will become due within ninety (90) days from the
Closing Date;






	 	(iv)	 	all works of authorship, mask works
and copyrights therein, including all applications, registrations,
and renewals in connection therewith (“Copyrights”). Schedule
3.21(a)(iv) of the JJMA Disclosure Schedules lists all material
Copyrights, registered Copyrights, and all applications to
register any Copyrights;






	 	(v)	 	all computer software (including
source code, data, tools, modules, databases and related
documentation), Internet websites and domain names, and
applications and registrations in connection therewith
(“Software”). Schedule 3.21(a)(v) lists all Software (except the
Schedule does not list licenses implied by the sale of a product
in which the software is embedded and unchangeable, and perpetual,
paid-up licenses for commonly available software programs under
which JJMA is the licensee and in which the license fees are less
than $10 per seat).






(vi) all other proprietary rights; and




	 	(vii)	 	all copies and tangible embodiments
of the foregoing (in whatever form or medium), and any goodwill
associated with any of the foregoing.






	 	(b)	 	Compliance with Contracts. JJMA is not in material
Breach or material default under any Contract relating to the Intellectual
Property Assets to which JJMA is a party or by which JJMA is bound, and no
notice of a default under any such Contract has been sent or received by JJMA
that remains uncured, and the execution, delivery, or performance of JJMA’s
obligations under this Agreement will not result in any such default. Each
such Contract is a legal, valid, and binding obligation of JJMA and, to the
Knowledge of JJMA, the relevant other parties thereto. Each such Contract is
enforceable in accordance with the terms thereof, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent
conveyance and other similar Laws and principles of equity affecting creditors’
rights and remedies generally. There are no outstanding Proceedings and no
Threatened disputes or disagreements with respect to any such Contracts






	 	(c)	 	Sufficiency of Intellectual Property Assets. The
Intellectual Property Assets are all those necessary or material for the
operation of JJMA’s businesses as they are currently conducted and as conducted
in the Ordinary Course of Business, (including, but not limited to, all
necessary rights to install licensed Software on such CPUs, such numbers of
CPUs, and CPUs of such models or processing capacity as currently used). Except
as set forth on Schedule 3.21(c) of the JJMA Disclosure Schedules, JJMA is
either the owner of all right, title and interest in and to each of the
Intellectual Property Assets, free and clear of all Encumbrances, or otherwise
has the right to use all of the Intellectual Property Assets as they are
currently used. JJMA has taken all reasonably necessary and desirable action
to maintain and protect its ownership rights in the Intellectual Property
Assets owned by it. There is no Proceeding pending or Threatened, and there
exists no basis for any claim that challenges the validity, enforceability,
right to register, right to use, or ownership of any Intellectual Property
Assets of JJMA. Each Intellectual Property Asset owned or used by JJMA
immediately prior to the Closing will be owned or available for use by the
Buyer on identical terms and conditions immediately subsequent to the Closing,
without further payment by the Buyer.






	 	(d)	 	Claims Made Against JJMA. The conduct of JJMA’s
business operations in the Ordinary Course of Business does not violate,
infringe, misappropriate, or misuse any third party intellectual property
rights or licenses thereof. There have been no Proceedings or claims against
or by JJMA concerning the Intellectual Property Assets, and neither JJMA nor
Seller has received written notice of any such claim, nor has Knowledge of a
Threat of any such claim, concerning the Intellectual Property Assets. JJMA is
authorized to exercise all such rights as currently or in the past exercised by
it with respect to any Intellectual Property Assets owned by a third party.
JJMA is not, nor will it be as a result of the execution and delivery of this
Agreement or the performance of its obligations hereunder, in violation of any
license, sublicense or agreement relating to the Intellectual Property Assets.






	 	(e)	 	Claims Made by JJMA. JJMA has made no claim, and to
JJMA’s Knowledge, there are no events or circumstances that could reasonably be
expected to give rise to a claim, of a violation, infringement, misuse or
misappropriation by any third party (including any employee or former employee
of JJMA) of JJMA’s rights to, or in connection with, any Intellectual Property
Assets. JJMA has not entered into any agreement to indemnify any other Person
against any charge of infringement of any Intellectual Property Assets.






	 	(f)	 	Trade Secrets. With respect to JJMA Trade Secrets
either individually or collectively material to the financial condition,
business or operations of JJMA or any Contract of JJMA, the documentation
relating to such JJMA Trade Secret is current, accurate, and sufficient in
detail and content to identify and explain it and to allow its full and proper
use without reliance on the knowledge or memory of any individual. Such JJMA
Trade Secrets are not part of the public knowledge or literature, and have not
been used, divulged, or appropriated either for the benefit of any Person
(other than JJMA) or to the detriment of JJMA






(g) [Intentionally omitted].




	 	(h)	 	Confidentiality Agreements. Except as set forth in
Schedule 3.21(h) of the JJMA Disclosure Schedules, JJMA has entered into
confidentiality agreements with all its current employees. The agreements
include provisions that protect and preserve the confidentiality of all JJMA’s
Trade Secrets and other proprietary and confidential information, including
know-how, source codes, databases, data collections, customer lists,
schematics, ideas, algorithms, and processes, and JJMA has not authorized any
former employee to disclose, use, copy, publish, summarize or remove from
JJMA’s premises any Intellectual Property Assets of JJMA. All disclosure of
such information by JJMA to, and use by, any third party (other than (i) to
competent regulators, accountants and counsel, in each instance acting in their
professional capacities, or (ii) pursuant to an applicable Order) has been
pursuant to the terms of a written confidentiality agreement between such third
party and JJMA. JJMA has neither breached any agreements of non-disclosure or
confidentiality nor is it currently alleged or claimed to have done so.






	 	(i)	 	Government Compliance. With respect to JJMA
Intellectual Property, JJMA is not in default of any Government Contracts or
regulations, including, but not limited to, any Federal Acquisition Regulations
(FARS) or Defense Federal Acquisition Regulations (DFARS) that may apply
thereto. Intellectual Property Assets owned by JJMA have been developed solely
at JJMA’s expense, with no costs being allocated to any Contract with any
Governmental Body. Except as set forth in Schedule 3.21(i), JJMA has taken all
steps required under the FARS and DFARS to retain copyright, patent rights and
ownership rights in Intellectual Property Assets owned by JJMA. Except as set
out in Schedule 3.21(h) JJMA has not delivered any Intellectual Property Assets
owned by it to any Governmental Body with unrestricted or unlimited rights.






	 	(j)	 	All registrations and applications made by or assigned to JJMA
with respect to the Intellectual Property Assets are valid, have been properly
made, have been properly maintained and not abandoned, and are held solely in
the name of JJMA as the exclusive owner or assignee of all rights therein, and
all necessary steps have been taken to prosecute the applications in a timely
manner





3.22 Certain Payments. Except as set forth in Schedule 3.22 of the JJMA Disclosure
Schedules, neither JJMA nor, to JJMA’s Knowledge, any director, officer, agent, or employee of
JJMA, or any other Person associated with or acting for or on behalf of JJMA, has directly or
indirectly (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or
other payment to any Person, private or public, regardless of form, whether in money, property, or
services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable
treatment for business secured, (iii) to obtain special concessions or for special concessions
already obtained, or (iv) in violation of any Law; or (b) established or maintained any fund or
Asset that has not been recorded in the books and records of JJMA.



3.23 Relationships with Related Persons. Except as set forth in Schedule 3.23 of the
JJMA Disclosure Schedules, no JJMA Knowledgeable Employee or any Related Person of any JJMA
Knowledgeable Employee, presently has or within the past three (3) years has had, any interest in
any Assets, used in or pertaining to JJMA’s businesses, been a party to any transaction with JJMA
including any Contract, arrangement or other commitment. No JJMA Knowledgeable Employee nor any
Related Person of any JJMA Knowledgeable Employee, owns, or within the past three (3) years has
owned, (of record or as a beneficial owner) an equity interest or any other financial or profit
interest in, a Person that has had material business dealings or a material financial interest in
any transaction with JJMA.



3.24 No Subsidiaries. Except as set forth on Schedule 3.24 of the JJMA Disclosure
Schedules, JJMA does not have any Subsidiaries, does not own any capital stock or other equity
securities of or any debt interest in any other corporation and does not have any other type of
ownership interest in any other Person.




3.25 Investment Intent and Accredited Investor.




	 	(a)	 	The Buyer Shares to be acquired by the Seller pursuant to this
Agreement are being or will be acquired for the account of the JJMA ESOP, for
investment and not with a view to the distribution thereof within the meaning
of the Securities Act and the Seller has no intention of distributing or
reselling such securities or any part thereof (except for distributions made to
plan participants and their beneficiaries in accordance with the terms of the
applicable plan documents, without prejudice, however, to the rights of Seller
at all times to sell or otherwise dispose of all or any part of the Buyer
Shares under an effective registration statement under the Securities Act, or
under an exemption from such registration available under the Securities Act,
and subject, nevertheless, to the disposition of the Seller’s property being at
all times within its control.






	 	(b)	 	The Seller understands that the Buyer Shares have not been
registered under the Securities Act, by reason of their issuance by the Buyer
in a transaction exempt from the registration requirements of the Securities
Act and that the transactions contemplated by this Agreement have not been
reviewed by, passed on or submitted to any Federal or state agency where an
exemption is being relied upon, and that the Buyer’s reliance thereon is based
in part upon the representations made by the Seller in this Agreement.






	 	(c)	 	The Seller understands that until such time as the Buyer Shares
are registered pursuant to the provisions of the Securities Act, any
certificate or certificates representing the Buyer Shares delivered pursuant to
Section 2.02, or thereafter upon transfer, exchange or substitution, will bear
a legend in substantially the following form, in addition to any legend
required by the Certificate of Incorporation of the Buyer:





THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT
AND SUCH LAWS.




	 	(d)	 	Seller is an employee benefit plan within the meaning of ERISA
and either (i) its investment decisions are made by a plan fiduciary, as
defined in Section 3(21) of ERISA, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or (ii) the
Seller has total assets in excess of $5,000,000 or is a self-directed plan with
investment decisions made solely by persons that are accredited investors
within the meaning of Rule 501(a) of the Securities Act.






3.26 Insolvency Proceedings.




	 	(a)	 	Neither JJMA, Seller nor any of the JJMA Common Stock or Assets
of JJMA is the subject of any pending or Threatened insolvency proceedings of
any character.






	 	(b)	 	JJMA has not made an assignment for the benefit of creditors or
taken any action with a view to or that would constitute a valid basis for the
institution of any such insolvency proceedings. JJMA is not insolvent and will
not become insolvent as a result of entering into this Agreement.





3.27 No Other Agreement To Sell. Neither JJMA nor Seller has any legal obligation,
absolute or contingent, to any other Person to sell, encumber (other than pursuant to obligations
under the JJMA ESOP documents) or otherwise transfer JJMA, the JJMA Common Stock, or JJMA’s Assets
or business (in whole or in part), or effect any merger, consolidation, combination, share
exchange, recapitalization, liquidation, dissolution or other reorganization involving JJMA, or to
enter into any agreement with respect thereto.



3.28 Bank Accounts. Schedule 3.28 of the JJMA Disclosure Schedules lists the names
and locations of all banks and other financial institutions with which JJMA maintains an account
(or at which an account is maintained to which JJMA has access as to which deposits are made on
behalf of JJMA), in each case listing the type of account, the account number therefor, and the
names of all Persons authorized to draw thereupon or have access thereto and lists the locations of
all safe deposit boxes used by JJMA.



3.29 Suppliers and Customers. Schedule 3.29 of the JJMA Disclosure Schedules lists,
by dollar volume paid for the twelve (12) months ended on December 31, 2004, the ten (10) largest
suppliers of goods or services and the ten (10) largest customers of JJMA. Except as set forth in
Schedule 3.29 of the JJMA Disclosure Schedules, the relationships of JJMA with such suppliers and
customers are good commercial working relationships and (a) no Person listed on Schedule 3.29 of
the JJMA Disclosure Schedules within the last twelve (12) months has threatened to cancel or
otherwise terminate, or to the Knowledge of JJMA, intends to cancel or otherwise terminate, any
relationships of such Person with JJMA, (b) no such Person has during the last twelve (12) months
decreased materially or threatened to decrease or limit materially, or to the Knowledge of JJMA,
intends to modify materially its relationships with JJMA or intends to decrease or limit materially
its services or supplies to JJMA or its usage or purchase of the services or products of JJMA and
(c) to the Knowledge of JJMA, the acquisition by the Buyer of the JJMA Common Stock and the
consummation of the Contemplated Transactions will not affect the relationship of JJMA with any
supplier or customer listed on Schedule 3.29 of the JJMA Disclosure Schedules.




3.30 Disclosure.




	 	(a)	 	No representations or warranties by JJMA and/or the SAR/Option
Holders in this Agreement (including, without limitation, the JJMA Disclosure
Schedules), or in any other Collateral Documents, (i) contains or will contain
any untrue statement of a material fact, or (ii) omits or will omit to state,
when read in conjunction with all of the information contained in this
Agreement, the JJMA Disclosure Schedules and the other Collateral Documents,
any fact necessary to make the statements or facts contained therein not
misleading.






	 	(b)	 	No representations or warranties by Seller in this Agreement
(including without limitation, the JJMA Disclosure Schedules) or in any other
Collateral Document (i) contains or will contain any untrue statement of a
material fact or (ii) omits or will omit to state, when read in conjunction
with all of the information contained in this Agreement, the JJMA Disclosure
Schedules and the other Collateral Documents, any fact necessary to make the
statements or facts contained therein not misleading.





3.31 Organizational Conflicts of Interest. To the Knowledge of JJMA, in the past six
(6) years, JJMA has not had access to non-public information, or provided systems engineering,
technical direction, consultation, technical evaluation, source selection services or services of
any type, prepared specifications or statements of work, or engaged in any other conduct that would
create in any current Governmental Body procurement an Organizational Conflict of Interest, as
defined in Federal Acquisition Regulation 9.501, with JJMA.



3.32 Government Audits. Except as set forth on Schedule 3.32 of the JJMA Disclosure
Schedules, and except for contract audits of a routine nature, which routine audits would not be
reasonably expected to have a Material Adverse Effect on JJMA, JJMA has not received any official
notice that it is or was being specifically audited or investigated by any Governmental Body, nor,
to the Knowledge of JJMA, has such audit or investigation been Threatened.



3.33 Export/Import Compliance Except as set forth on Schedule 3.33 of the JJMA
Disclosure Schedules, JJMA is in compliance with all United States import and export Laws,
including without limitation those Laws under the authority of U.S. Departments of Commerce (Bureau
of Industry and Security) codified at 15 Code of Federal Regulations (“CFR”), Parts 700-799;
Homeland Security (Customs and Border Protection) codified at 19 CFR, Parts 1-199; State
(Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120-130; and Treasury
(Office of Foreign Assets Control) codified at 31 CFR, Parts 500-599; and any other U.S.
governmental agency or entity with authority to regulate JJMA, the JJMA Shares, JJMA’s business and
Assets. Except as set forth on Schedule 3.33 of the JJMA Disclosure Schedules, JJMA has not,
within the last five (5) years, violated any United States import or export Laws (including without
limitation the Laws specified in the first sentence of this Section 3.33), or been the subject of
an investigation or inquiry or subject to civil or criminal penalties imposed by a Governmental
Body or made a voluntary disclosure with respect to violations of such Laws. JJMA has conducted
an independent export and import compliance audit and disclosed any and all violations or potential
violations by JJMA of import and export Laws (including without limitation the Laws specified in
the first sentence of this Section 3.33) within the last five (5) years to the appropriate
Governmental Bodies.




3.34 Government Contracts.




	 	(a)	 	(i) Schedule 3.34 (a)(i) of the JJMA Disclosure Schedules lists
all Current Government Contracts (except for task orders and blanket purchasing
agreements pursuant to Government Contracts), and with respect to each such
listed Government Contract, Schedule 3.34(a)(i) of the JJMA Disclosure
Schedules accurately lists: (A) the contract name; (B) the award date; (C) the
customer; (D) the contract end date; and (E) as applicable, whether the Current
Government Contract is premised on JJMA’s small business status, small
disadvantaged business status, protégé status, or other preferential status.






	 	(ii)	 	Schedule 3.34(a)(ii) of the JJMA Disclosure
Schedules lists all task orders related to products or services that
have not been completed by JJMA.






	 	(iii)	 	Schedule 3.34(a)(iii) of the JJMA Disclosure
Schedules lists all Government Bids, including task order bids under
current Government Contracts submitted by JJMA and for which no award
has been made thirty (30) days or more prior to the date of this
Agreement, and with respect to each such Government Bid, Schedule
3.34(a)(iii) of the JJMA Disclosure Schedules accurately lists: (A)
the customer agency and title; (B) the request for proposal (RFP)
number or, if such Government Bid is for a task order under a prime
contract, the applicable prime contract number, (C) the date of
proposal submission; (D) the estimated period of performance; (E) the
estimated value based on the proposal, if any; and (F) except for
Government Bids for task orders, whether such Government Bid is
premised on the JJMA’s small business status, small disadvantaged
business status, protégé status, or other preferential status. JJMA
has delivered to Buyer true and complete copies of all Government
Contracts (except for task orders pursuant to such Government
Contracts) and of all Government Bids and provided access to Buyer to
true and correct copies of all material documentation related thereto
requested by Buyer. JJMA has not made any representation with regard
to the amount or likelihood of any awards under such Government Bids.






	 	(b)	 	Except as set forth on Schedule 3.34(b) of the JJMA Disclosure
Schedules, (i) JJMA has not received written notification of cost, schedule,
technical or quality problems (or other defaults or disputes) that could
reasonably result in claims against JJMA (or successors in interest) by a
Governmental Body, a prime contractor or a higher-tier subcontractor; (ii)
there are no Government Contracts pursuant to which JJMA is, to the Knowledge
of JJMA, reasonably likely in the near future to experience cost, schedule,
technical or quality problems (or other defaults or disputes) that could
reasonably result in claims against JJMA (or successors in interest) by a
Governmental Body, a prime contractor or a higher-tier subcontractor; (iii) to
the Knowledge of JJMA, all of the Government Contracts were legally awarded,
are binding on the parties thereto, and are in full force and effect; (iv)
except for task orders under Government Contracts, the Government Contracts are
not currently the subject of bid or award protest proceedings, and no such
Government Contracts are reasonably likely to become the subject of bid or
award protest proceedings; or (v) no Person has notified JJMA that any
Governmental Body intends to seek JJMA’s agreement to lower rates under any of
the Government Contracts or Government Bids, including but not limited to any
task order under any Government Bids.






	 	(c)	 	Except as set forth on Schedule 3.34(c) of the JJMA Disclosure
Schedules, since December 31, 1999, (i) JJMA has fully complied with all
material terms and conditions of each Government Contract and Government Bid to
which it is a party; (ii) JJMA has complied, in all material respects, with all
statutory and regulatory requirements, including but not limited to the Service
Contract Act, the Contract Disputes Act, the Procurement Integrity Act, the
Federal Procurement and Administrative Services Act, the Federal Acquisition
Regulations and related cost principles and the Cost Accounting Standards,
where and as applicable to each of the Government Contracts and Government
Bids, (iii) the representations, certifications, and warranties made by JJMA
with respect to the Government Contracts or Government Bids were accurate in
all material respects as of their effective date, and JJMA has fully complied
with all such certifications in all material respects; (iv) (A) no termination
for default, cure notice or show cause notice has been issued and remains
unresolved with respect to any Government Contract or Government Bid, (B) no
negative determination of responsibility has been issued against JJMA with
respect to any quotation or Government Bid or proposal submitted to any
Governmental Body; and (C) to the Knowledge of JJMA, no event, condition or
omission has occurred or exists that would constitute grounds for such action
with respect to (A) or (B); (v) no past performance evaluation received by JJMA
with respect to any such Government Contract has set forth a default or other
material failure to perform thereunder or termination or default thereof; and
(vi) no money due to JJMA pertaining to any Government Contract or Government
Bid has been withheld or set-off.






	 	(d)	 	Except as set forth in Schedule 3.34(d) of the JJMA Disclosure
Schedules, with respect to the Government Contracts, no Governmental Body,
prime contractor or higher-tier subcontractor under a Government Contract or
any other Person has notified JJMA of any actual or, to the Knowledge of JJMA,
alleged violation or breach of any statute, regulation, representation,
certification, disclosure obligation, contract term, condition, clause,
provision or specification that could reasonably be expected to materially
affect payments under Government Contracts or adversely affect the award of
Government Contracts to JJMA in the future.






	 	(e)	 	JJMA has not taken any action and is not a party to any
litigation that could reasonably be expected to give rise to (i) liability
under the False Claims Act, (ii) a claim for price adjustment under the Truth
in Negotiations Act, or (iii) any other request for a reduction in the price of
any Government Contract, including but not limited to claims based on actual or
alleged defective pricing. There exists no basis for a claim of any material
liability of JJMA by any Governmental Body as a result of defective cost and
pricing data submitted to any Governmental Body. JJMA is not participating in
any pending claim and, to the Knowledge of JJMA, has no interest in any
potential claim under the Contract Disputes Act against the United States
Government or any prime contractor, subcontractor or vendor arising under or
relating to any Government Contract or Government Bid.






	 	(f)	 	Except as set forth on Schedule 3.34(f) of the JJMA Disclosure
Schedules, (i) JJMA has not received any written or, to the Knowledge of JJMA,
any oral, show cause, cure, default or similar notice relating to the
Government Contracts; (ii) no Government Contract has been terminated for
default in the past three (3) years; or (iii) JJMA has not received any written
or, to the Knowledge of JJMA, any oral, notice during the past three (3) years
terminating any Government Contract for convenience or indicating an intent to
terminate any of the Government Contracts for convenience.






	 	(g)	 	Except as set forth on Schedule 3.34(g) of the JJMA Disclosure
Schedules since December 31, 1999, JJMA has not received any written or, to the
Knowledge of JJMA, any oral, notice of any outstanding claims or contract
disputes to which JJMA is a party (i) relating to the Government Contracts or
Government Bids and involving either a Governmental Body, any prime contractor,
any higher-tier subcontractor, vendor or any third party; or (ii) relating to
the Government Contracts under the Contract Disputes Act or any other federal
statute.






	 	(h)	 	JJMA has never been and is not now, suspended, debarred or
proposed for suspension or debarment from bidding on any Government Contract.
No suspension or debarment actions with respect to Government Contracts have
been commenced, or to the Knowledge of JJMA, Threatened against JJMA or any of
its officers or employees. To the Knowledge of JJMA, there is no valid basis
for JJMA’s suspension or debarment from bidding on contracts or subcontracts
for or with any Governmental Body.






	 	(i)	 	Except as set forth on Schedule 3.34(i) of the JJMA Disclosure
Schedules, since December 31, 1999, (i) JJMA has not undergone and is not
undergoing any audit, inspection, survey or examination of records by any
Governmental Body including without limitation the General Accounting Office,
the DCAA, any state or federal agency Inspector General, the contracting
officer with respect to any Government Contract or the Department of Justice
(including any United States Attorney) relating to any Government Contract,
(ii) JJMA has not received notice of, and to the Knowledge of JJMA, JJMA has
not undergone any investigation or review relating to any Government Contract,
and (iii) to the Knowledge of JJMA, no such audit, review, inspection,
investigation, survey or examination of records is Threatened. JJMA has not
received any notice that any audit, review, inspection, investigation, survey
or examination of records described in Schedule 3.34(i) of the JJMA Disclosure
Schedules, has revealed any fact, occurrence or practice which could reasonably
be expected to have a Material Adverse Effect on JJMA.






	 	(j)	 	During the last five (5) years, JJMA has not made any voluntary
disclosure in writing to any Governmental Body with respect to any material
alleged irregularity, misstatement or omission arising under or relating to a
Government Contract or Government Bid.






	 	(k)	 	JJMA has not received any written notice that any, and to the
Knowledge of JJMA, none of JJMA’s employees, consultants or agents is (or
during the last five (5) years has been) under administrative, civil or
criminal investigation or indictment by any Governmental Body with respect to
the conduct of the business of JJMA. JJMA has not received written notice of
any, and to the Knowledge of JJMA, there is no pending investigation of any
officer, employee or Representative of JJMA, nor within the last five (5) years
has there been any audit or investigation of JJMA or any officer, employee or
Representative of JJMA relating to the business of JJMA resulting in a finding
with respect to any alleged irregularity, misstatement or omission arising
under or relating to any Government Contract or Government Bid that would have
a Material Adverse Effect on JJMA.






	 	(l)	 	All of JJMA’s indirect and general and administrative (G&A)
expense rates are being billed consistent with Defense Contract Audit
Agency-approved rates or provisional rates.






	 	(m)	 	JJMA is in compliance with all applicable national security
obligations, including those specified in the National Industrial Security
Program Operating Manual, DOD 5220.22-M (January 1995), and any supplements,
amendments or revised editions thereof.






	 	(n)	 	Except as set forth on Schedule 3.34(n) of the JJMA Disclosure
Schedules, to the Knowledge of JJMA, there are no events or omissions that
would reasonably be expected to result in (i) a material claim against JJMA by
a Governmental Body or any prime contractor, subcontractor, vendor, or other
third party arising under or relating to any Government Contract or Government
Bid, or (ii) a material dispute between JJMA and a Governmental Body or any
prime contractor, subcontractor, vendor, or other third party arising under or
relating to any Government Contract or Government Bid.






	 	(o)	 	Since December 31, 1999, JJMA has undertaken no internal audit
of any events or omissions that, at the time of the audit, JJMA reasonably
expected to materially adversely affect the performance of a Government
Contract or Government Bid or a Material Adverse Effect on JJMA. To the
Knowledge of JJMA, (i) all Government Bids listed on Schedule 3.34(a) of the
JJMA Disclosure Schedules were submitted in the Ordinary Course of Business of
JJMA, (ii) all Government Bids listed on Schedule 3.34(a) of the JJMA
Disclosure Schedules were based on assumptions believed by the management of
JJMA to be reasonable, and (iii) JJMA reasonably believes all Government Bids
listed on Schedule 3.34(a) of the JJMA Disclosure Schedules are capable of
performance by JJMA in accordance with the terms and conditions of such
Government Bid without a total program loss (calculated in accordance with
JJMA’s accounting principles consistently applied).






	 	(p)	 	Except as set forth on Schedule 3.34(p) of the JJMA Disclosure
Schedules, no Government Contract has incurred or currently projects losses or
cost overruns in an amount exceeding $25,000. No payment has been made by
JJMA, or to the Knowledge of JJMA, by a Person acting on JJMA’s behalf, to any
Person (other than to any bona fide employee or agent of JJMA, as defined in
subpart 3.4 of the Federal Acquisition Regulations) which is or was improperly
contingent upon the award of any Government Contract or which would otherwise
be in violation of any applicable procurement law or regulation or any other
Laws.






	 	(q)	 	Except as set forth on Schedule 3.34(q) of the JJMA Disclosure
Schedules, JJMA has not assigned or otherwise conveyed or transferred, or
agreed to assign, to any Person, any Government Contracts, or any account
receivable relating thereto, whether a security interest or otherwise.






	 	(r)	 	Except as set forth on Schedule 3.34(r) of the JJMA Disclosure
Schedules, JJMA has reached agreement with the cognizant government audit
agency approving and “closing” all indirect costs charged to Government
Contracts for all years through 2002, and those years are closed.






	 	(s)	 	As of the date hereof, no Personal Property, leasehold
improvements, equipment or fixtures were loaned, bailed or otherwise furnished
to JJMA by or on behalf of the United States Government.






	 	(t)	 	To the Knowledge of JJMA, (i) no claims exist against JJMA with
respect to express warranties and guarantees contained in Government Contracts
on products or services provided by JJMA; (ii) no such claims of a material
nature have been made against JJMA in the past 5 years; (iii) no amendment has
been made to any written warranty or guarantee contained in any Government
Contract that would reasonably be expected to result in a Material Adverse
Effect on JJMA; and (iv) JJMA has not taken any action which would reasonably
be expected to give any Person a right to make a claim under any written
warranty or guarantee contained in any Government Contract.






	 	(u)	 	Except to the extent prohibited by applicable Law, Schedule
3.34(u) of the JJMA Disclosure Schedules sets forth all material facility
security clearances held by JJMA.






	 	(v)	 	Except as set forth on Schedule 3.34(v) of the JJMA Disclosure
Schedules, during the last five (5) years, JJMA has not conducted any internal
investigation in connection with which JJMA has used any legal counsel,
auditor, accountant or investigation.






	 	(w)	 	Except as set forth on Schedule 3.34(w) of the JJMA Disclosure
Schedules, JJMA has not made any expenditures or incurred costs or obligations
in excess of any applicable limitation of governmental liability, limitation of
cost, limitation of funds or any similar restriction limiting any Governmental
Body’s liability on any Current Government Contract (including without
limitation any work performed “at risk” in advance of funding.






	 	3.35	 	Defense Articles, Defense Services and Technical Data. Except as set
forth on Schedule 3.35 of the JJMA Disclosure Schedules, since JJMA’s inception, it has
not manufactured “defense articles,” exported “defense articles” or furnished “defense
services” or “technical data” to foreign nationals in the United States or abroad, as
those terms are defined in 22 Code of Federal Regulations Sections 120.6, 120.9 and
120.10, respectively.






3.36 JJMA ESOP




	 	(a)	 	The JJMA ESOP was validly authorized and established in
accordance with all applicable laws, regulations, and rulings. The Seller is a
trust duly formed in accordance with the laws of the State of New York, and the
Seller is validly existing under the laws of the State of New York. The Seller
Trustee has been duly appointed by JJMA to serve as the trustee of the Seller.






	 	(b)	 	The JJMA ESOP is now and has been at all times since its
inception, in form, an “employee stock ownership plan” within the meaning of
Section 4975(e)(7) of the IRC and Section 407(d)(6) of ERISA, which, in form,
qualifies under Section 401(a) of the IRC. The Seller is now and has at all
times since inception been, qualified under Section 501(a) of the IRC. The
 shares of JJMA Common Stock held by the JJMA ESOP constitute “employer
securities,” as defined in Section 409(l) of the IRC, and “qualifying employer
securities”, as defined in Section 407(d)(5) of ERISA. No event has occurred
or circumstance exists that will or could give rise to disqualification or loss
of tax-exempt status of the JJMA ESOP or the Seller.






	 	(c)	 	The JJMA ESOP complies, and has been administered and operated
in compliance, in all material respects, in accordance with its terms and all
provisions of applicable Law. All amendments and actions required to bring the
JJMA ESOP into conformity in all material respects with all of the applicable
provisions of the IRC, ERISA and other applicable laws have been made or taken
except to the extent that such amendments or actions are not required by Law to
be made or taken until a date after the Closing Date and as disclosed on
Schedule 3.36(c) of the JJMA Disclosure Schedules. No individual who has
performed services for JJMA has been improperly excluded from participation in
the JJMA ESOP. The JJMA ESOP complies in all respects with Section 409(p) of
the IRC and, as of the Closing Date, neither JJMA nor any participant in the
JJMA ESOP is or may be subject to liability by reason of Section 4979A of the
IRC.






	 	(d)	 	Neither JJMA nor any “party in interest” or “disqualified
person” with respect to the JJMA ESOP has engaged in a non-exempt “prohibited
transaction” within the meaning of Section 4975 of the IRC or Section 406 of
ERISA. No fiduciary has any liability for breach of fiduciary duty or any
other failure to act or comply in connection with the administration or
investment of the assets of any JJMA ESOP. The Contemplated Transactions do not
constitute transactions which would subject any such party, to either a civil
penalty assessed pursuant to part 502(i) of ERISA or the Tax or penalty on
prohibited transactions imposed by Section 4975 of the IRC.






	 	(e)	 	There is no existing Indebtedness of the JJMA ESOP, Seller or
JJMA relating to the JJMA ESOP, except as disclosed on Schedule 3.36(e) of the
JJMA Disclosure Schedule. JJMA has performed all of its obligations under the
JJMA ESOP except for such obligations which would not, either individually or
collectively, have a Material Adverse Effect on JJMA.






	 	(f)	 	Schedule 3.36(f) of the JJMA Disclosure Schedules sets forth
any documents that provide for indemnification of the fiduciaries of the JJMA
ESOP or such fiduciaries’ financial advisors in connection with any prior
transactions involving the JJMA ESOP or the Contemplated Transactions.






	 	(g)	 	Schedule 3.36(g) of the JJMA Disclosure Schedules contains a
list of all participants in the JJMA ESOP (including active employees, former
employees, beneficiaries of deceased participants and alternate payees), and
the number of shares of JJMA Common Stock allocated to each participant’s
accounts under the JJMA ESOP. As of the Closing Date, all shares of stock held
by the JJMA ESOP are allocated to participants’ accounts.






	 	(h)	 	Seller has delivered, or caused to be delivered, to Buyer all
documents that set forth the terms and policies of the JJMA ESOP, and of any
related trust, including all plan descriptions, amendments and summary plan
descriptions. In addition, Seller has delivered, or caused to be delivered, to
Buyer all Contracts with third party administrators, insurance companies,
actuaries, investment managers, consultants, appraisers and other independent
contractors that relate to the JJMA ESOP.






	 	(i)	 	JJMA may amend or terminate the JJMA ESOP at any time by means
of a corporate resolution. The Trust Agreement with the Seller Trustee and all
other service agreements relating to the JJMA ESOP likewise can be amended or
terminated by JJMA unilaterally without notice or with advance notice of not
more than thirty (30) days.






	 	(j)	 	For purposes of Section 3.13 and this Section 3.36, the term
“JJMA” includes all organizations under common control within the meaning of
Section 4001(b)(1) of ERISA with JJMA or (ii) which together with JJMA is
treated as a single employer under Section 414(b), (c), (m), (n) or (o) of the
IRC.





3.37 Certain International Business Practices and International Trade Laws and
Regulations. Except as set forth on Schedule 3.37 of the JJMA Disclosure Schedule, neither (i)
JJMA, nor (ii) any director, officer or employee of JJMA, nor (iii) to JJMA’s Knowledge, any other
Representative of JJMA acting on JJMA’s behalf with respect to the business, operations or Assets
of JJMA, has directly or indirectly:




	 	(a)	 	made or agreed to make any contribution, payment or gift to any
government official, employee or agent where either the contribution, payment
or gift or the purpose thereof was illegal under the laws of any federal,
state, local or foreign jurisdiction;






	 	(b)	 	established or maintained any unrecorded fund or asset for any
improper purpose or made any false entries on the books and records of JJMA for
any reason;






	 	(c)	 	made or agreed to make any improper contribution, or improperly
reimbursed any political gift or contribution made by any other person, to any
candidate for federal, state, local or foreign public office;






	 	(d)	 	paid or delivered any fee, commission or any other sum of money
or item of property, however characterized, to any finder, agent, government
official or other party, in the United States or any other country, which in
any manner relates to the Assets, business or operations of JJMA, and which
JJMA, or any officer, director, agent or employee of JJMA had Knowledge or
reason to believe was illegal under any federal, state or local laws (or any
rules or regulations thereunder) of the United States or any other country
having jurisdiction;






	 	(e)	 	violated any of the International Trade Laws and Regulations
applicable to such Person in connection with the conduct of JJMA’s business
(including as the same relates to record keeping requirements);






	 	(f)	 	been the subject of any civil or criminal investigation,
litigation, audit, penalty, proceeding or assessment, liquidated damages
proceeding or claim, forfeiture or forfeiture action, claim for additional
customs duties or fees, denial orders, suspension of export privileges,
governmental sanctions, or any other action, proceeding or claim by any
foreign, federal, state or local governmental agency involving or otherwise
relating to any alleged or actual violation of International Trade Laws and
Regulations or relating to any alleged or actual underpayment of customs
duties, fees, taxes or other amounts owed pursuant to any International Trade
Laws and Regulations, and to the Knowledge of JJMA, there is no reasonable
basis for any of the foregoing;






	 	(g)	 	made or provided any material false statement or material
omission to any agency of any federal, state or local government, purchaser of
products or services, or foreign government or foreign agency, in connection
with the importation of merchandise (including the valuation or classification
of imported merchandise, the duty treatment of imported merchandise, the
eligibility of imported merchandise for favorable duty rates or other special
treatment, country-of-origin marking, NAFTA Certificates, or other statements
or certificates concerning origin, quota or visa rights) or other approvals
required by a foreign government or agency or any other requirement relating to
any International Trade Laws and Regulations; or






	 	(h)	 	engaged in or otherwise participated in, assisted or
facilitated any transaction that is prohibited by any applicable embargo or
related trade restriction imposed by the United States Office of Foreign Assets
Control or any other agency of the United States Government.





ARTICLE 4




REPRESENTATIONS AND WARRANTIES OF BUYER




Each of the representations and warranties set forth below in this Section 4 is made subject
to the disclosures and exceptions set forth on the corresponding section of the Buyer Disclosure
Schedules. Buyer hereby represents and warrants to the Equity Participants that the statements
contained in Section 4 are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date.




4.01 Organization and Good Standing.




	 	(a)	 	Buyer is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware, with full corporate
power and authority to conduct its business as it is now being conducted, to
own or use the properties and Assets that it purports to own or use, and to
perform all its obligations under Applicable Contracts. Buyer and each of its
Subsidiaries is duly qualified to do business as a foreign corporation and is
in good standing under the laws of each state or other jurisdiction in which
either the ownership or use of the properties owned or used by it, or the
nature of the activities conducted by it, requires such qualification, except
where the lack of such qualification would not have a Material Adverse Effect
on Buyer.






	 	(b)	 	Buyer has made available to the Equity Participants true,
complete and correct copies of the Organizational Documents of Buyer as
currently in effect.






4.02 Authority; No Conflict.




	 	(a)	 	This Agreement constitutes the legal, valid, and binding
obligation of Buyer enforceable against it in accordance with its terms subject
to bankruptcy, insolvency and similar laws of general application relating to
or affecting creditors rights and to general equitable principles. Upon the
execution and delivery by Buyer of this Agreement and the Collateral Documents
to which it is a party, and assuming due execution and delivery thereof by all
other parties thereto, this Agreement and the Collateral Documents to which
Buyer is a party will constitute the legal, valid, and binding obligations of
Buyer, enforceable against Buyer in accordance with their respective terms.
Buyer has the absolute and unrestricted right, requisite corporate and other
power, authority and capacity to execute and deliver this Agreement and to
perform its obligations under this Agreement and any of the Collateral
Documents to which it is a party and to consummate the Contemplated
Transactions, including without limitation without further approval or
ratification by the participants of the Buyer KSOP. The execution, delivery
and performance of this Agreement and the other Collateral documents to which
Buyer is a party have been duly authorized by all requisite corporate or other
action and Buyer.






	 	(b)	 	Except as set forth in Schedule 4.02(b) of the Buyer Disclosure
Schedules, neither the execution, delivery nor performance of this Agreement or
any of the Collateral Documents to which it is a party, nor the consummation or
performance of the Contemplated Transactions will:






	 	(i)	 	contravene, conflict with, or result in a
violation of (A) any provision of the Organizational Documents of
Buyer, or (B) any resolution adopted by the board of directors or the
stockholders of Buyer;






	 	(ii)	 	contravene, conflict with, or result in a
violation of, or give any Governmental Body or other Person the right
to challenge the Contemplated Transactions or to exercise any remedy or
obtain any relief under, any Law or Order to which Buyer or any of the
Assets owned or used by Buyer, may be subject;






	 	(iii)	 	contravene, conflict with, or result in a
violation of any of the terms or requirements of, or give any
Governmental Body the right to revoke, withdraw, suspend, cancel,
terminate, or modify, any Governmental Authorization that is held by
Buyer;






	 	(iv)	 	contravene, conflict with, or result in a
violation or breach of any provision of, or give any Person the right
to declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or to cancel, terminate, or modify, any
Applicable Contract to which it is a party or to which its Assets are
bound; or






	 	(v)	 	result in the imposition or creation of any
Encumbrance upon or with respect to any of the Assets owned or used by
Buyer.






	 	(c)	 	Except as set forth in Schedule 4.02(c) of the Buyer Disclosure
Schedules, Buyer neither is nor will be required to make any filing, give any
notice to, or obtain any Consent or Governmental Authorization from any Person
or Governmental Body in connection with the execution and delivery of this
Agreement or the consummation or performance of the Contemplated Transactions.





4.03 Capitalization. (i) The authorized equity securities of Buyer consist of
8,000,000 shares of common stock, $0.01 par value per share, (ii) the issued and outstanding shares
of Buyer common stock are set forth on Schedule 4.03 of the Buyer Disclosure Schedules; (iii) the
Buyer ESOT is and will be on the Closing Date the record and beneficial owner and holder of all of
the issued and outstanding shares of Buyer common stock; (iv) except as set forth in Schedule 4.03
of the Buyer Disclosure Schedules, on the Closing Date, the Buyer Shares will be free and clear of
all Encumbrances so that Seller shall receive all right and title to the Buyer Shares upon their
conveyance; (v) all of the issued and outstanding shares of Buyer common stock have been duly
authorized and validly issued and are fully paid and nonassessable; and (vi) none of the issued and
outstanding shares of Buyer common stock were issued in violation of any other Law.



4.04 Brokers or Finders. Except as described on Schedule 4.04 of the Buyer Disclosure
Schedules, neither Buyer or any of its Subsidiaries nor any of their officers and agents have
incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or
agents’ commissions or other similar payment in connection with this Agreement.




4.05 Taxes.




	 	(a)	 	Buyer and its Subsidiaries have filed or caused to be filed on
a timely basis all Tax Returns that are or were required to be filed by or with
respect to them pursuant to applicable Law. Buyer and its Subsidiaries have
paid, or made provision for the payment of, all Taxes that have or may have
become due pursuant to those Tax Returns or pursuant to any assessment received
by Buyer or any of its Subsidiaries, except such Taxes, if any, as are listed
in Schedule 4.05(a) of the Buyer Disclosure Schedules and are being contested
in good faith. Schedule 4.05(a) of the Buyer Disclosure Schedules contains a
list of any pending Tax issues or Tax audits.






	 	(b)	 	The United States federal income Tax Returns of Buyer and its
Subsidiaries have been audited by the IRS or are closed by the applicable
statute of limitations for all taxable years ended prior to September 30, 2003,
all deficiencies proposed as a result of such audits have been paid, reserved
against, settled, or are being contested in good faith by appropriate
proceedings; and the state income Tax Returns of Buyer and its Subsidiaries
have not been audited. Neither Buyer nor any of its Subsidiaries has given or
been requested to give waivers or extensions (or is not or would not be subject
to a waiver or extension given by any other Person) of any statute of
limitations relating to the payment of Taxes of Buyer or any of its
Subsidiaries or for which Buyer or any of its Subsidiaries may be liable.






	 	(c)	 	The charges, accruals, and reserves with respect to Taxes on
the respective books of Buyer and its Subsidiaries are adequate (determined in
accordance with GAAP) and are at least equal to Buyer’s and its Subsidiaries’
liability for Taxes; there exists no proposed Tax assessment against Buyer or
any of its Subsidiaries except as disclosed in the Buyer Financial Statements
or in Schedule 4.05(c) of the Buyer Disclosure Schedules; no consent to the
application of Section 341(f)(2) of the IRC has been filed with respect to any
property or Assets held, acquired, or to be acquired by Buyer or any of its
Subsidiaries; and all Taxes that Buyer or any of its Subsidiaries are or were
required by Law to withhold or collect have been duly withheld or collected
and, to the extent required, have been paid to the proper Governmental Body or
other Person.






	 	(d)	 	All Tax Returns filed by Buyer and its Subsidiaries are true,
correct, and complete in all material respects and there is no Tax sharing
agreement that will require any payment by Buyer or any of its Subsidiaries
after the date of this Agreement. Buyer has been a validly electing S
corporation within the meaning of IRC sections 1361 and 1362 at all times since
October 11, 2001. Schedule 4.05(d) of the Buyer Disclosure Schedules lists all
the states with respect to which Buyer or any of its Subsidiaries is required
to file any corporate, income or franchise Tax Returns and sets forth whether
Buyer or any its Subsidiaries is treated as the equivalent of an S corporation
by or with respect to each such state. Buyer and its Subsidiaries have
properly filed Tax Returns with and paid or discharged any liabilities for
taxes in any states or localities in which any of them is subject to Tax.






	 	(e)	 	Buyer has made all required estimated Tax payments sufficient
to avoid any underpayment penalties with respect to Taxes required to be paid
by it.






	 	(f)	 	Buyer is not now and has not at any time been a member of any
“Affiliated Group”, as such term is defined in IRC Section 1504(a), required to
join in the filing of consolidated federal income Tax Returns, or otherwise
joined in the filing of other Tax Returns on a consolidated, combined or
unitary group basis.






	 	(g)	 	Buyer has not made a change in method of accounting and has not
agreed to and is not required to make a change in method of accounting in its
Tax Returns that would require Buyer to make any adjustment to its computation
of income pursuant to IRC Section 481(a) (or any predecessor provision), there
is no application pending with any Tax authority or Governmental Body
requesting permission for any such change in any accounting method of Buyer and
no Tax authority or Governmental Body has proposed in writing any such
adjustment or change in accounting method and there has been no oral proposal
based upon personal contact of any agent of a Tax authority or Governmental
Body with any employee or representative of Buyer.






	 	(h)	 	Buyer has not been a United States real property holding
corporation within the meaning of IRC Section 897(c)(2) during the applicable
period specified in IRC Section 897(c)(1)(A)(ii).






	 	(i)	 	There are no liens for Taxes upon the assets or properties of
Buyer, except for statutory liens for current Taxes not yet due, and Buyer has
no Knowledge of any claim relating to Taxes that, if adversely determined,
would result in any Lien on any of the assets or properties of Buyer.






	 	(j)	 	Buyer has not entered into a transaction that is being
accounted for under the installment method of IRC Section 453 or similar
provision of state, local or foreign Law.






	 	(k)	 	No property owned by Buyer (i) is property required to be
treated as being owned by another Person pursuant to the provisions of Section
168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect
immediately prior to the enactment of the Tax Reform Act of 1986, (ii)
constitutes “tax-exempt use property” within the meaning of IRC Section
168(h)(1) or (iii) is “tax-exempt bond financed property” within the meaning of
IRC Section 168(g)(5).






	 	(l)	 	Buyer does not owe any “corporate acquisition indebtedness”
within the meaning of IRC Section 279.






	 	(m)	 	Any adjustment of Taxes of Buyer made by a Tax authority or
Governmental Body, which is required to be reported to another Tax authority or
Government Body, has been so reported.





4.06 No Material Adverse Effect. Since September 30, 2004, there has not been any
event, fact, condition, change, circumstance, occurrence or effect which constitutes, or that would
reasonably be expected to result in the future in, a Material Adverse Effect with respect to Buyer.




4.07 Employee Benefits.




	 	(a)	 	As used in this Section 4.07, the following terms have the
meanings set forth below.





“Buyer ERISA Affiliate” means any entity that, together with JJMA, would be treated as a
single employer under IRC § 414.



“Buyer Other Benefit Obligation” means an Other Benefit Obligation owed, adopted, or followed
by Buyer or any of its Subsidiaries.



“Buyer Plan” means all Plans of which Buyer or any Buyer ERISA Affiliate is or was a Plan
Sponsor, or to which Buyer or any of its Subsidiaries otherwise contributes or has contributed or
with respect to which Buyer may have liability, or in which Buyer or any of its Subsidiaries
participates or has participated. All references to Plans are to Buyer Plans unless the context
requires otherwise.



“Other Benefit Obligations” means all obligations, arrangements, or customary practices,
whether or not legally enforceable, to provide benefits, other than salary, as compensation for
services rendered, to present or former directors, employees, or agents, other than obligations,
arrangements, and practices that are Plans. Other Benefit Obligations include consulting
agreements under which the compensation paid does not depend upon the amount of service rendered,
sabbatical policies, severance payment policies, stock plans, bonus plans, and fringe benefits
within the meaning of IRC §§ 125 and 132.




“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.




“Pension Plan” has the meaning given in ERISA § 3(2)(A).




“Plan” has the meaning given in ERISA § 3(3).




“Plan Sponsor” has the meaning given in ERISA § 3(16)(B).



“Qualified Plan” means any Plan that meets or purports to meet the requirements of IRC §
401(a).



“Title IV Plans” means all Pension Plans that are subject to Title IV of ERISA, 29 U.S.C. §
1301 et seq.




“Welfare Plan” has the meaning given in ERISA § 3(1).




	 	(a)	 	Schedule 4.07(b) of the Buyer Disclosure Schedules was prepared
on behalf of Buyer and contains a list of all Buyer Plans, and Buyer Other
Benefit Obligations. Such Schedule is accurate in all material respects. All
such Buyer Plans and Buyer Other Benefit Obligations have been operated in all
material respects in compliance with their terms and applicable Law.






	 	(b)	 	On the written request of Seller, Buyer will make available to
Seller, (to the extent not previously delivered to Seller prior to the date of
this Agreement):






	 	(i)	 	all documents that set forth the terms and
policies of each Buyer Plan, Buyer Other Benefit Obligation, and of any
related trust, including (A) all plan descriptions and summary plan
descriptions of Buyer Plans for which Buyer or any of its Subsidiaries
is required to prepare, file, and distribute plan descriptions and
summary plan descriptions, and (B) all summaries and descriptions
furnished to participants and beneficiaries regarding Buyer Plans,
Buyer Other Benefit Obligations for which a plan description or summary
plan description is not required;






	 	(ii)	 	all collective bargaining agreements pursuant
to which contributions have been made or obligations incurred
(including both pension and welfare benefits) by Buyer or any of its
Subsidiaries, and all collective bargaining agreements pursuant to
which contributions are being made or obligations are owed by such
entities;






	 	(iii)	 	a written description of any Buyer Plan or
Buyer Other Benefit Obligation that is not otherwise in writing;






	 	(iv)	 	all registration statements filed with respect
to any Buyer Plan;






	 	(v)	 	all contracts with third party administrators,
actuaries, investment managers, consultants, appraisers and other
independent contractors that relate to any Buyer Plan, or Buyer Other
Benefit Obligation;






	 	(vi)	 	all reports (other than valuations) submitted
within the four years preceding the date of this Agreement by third
party administrators, actuaries, investment managers, consultants,
appraisers or other independent contractors with respect to any Buyer
Plan, or Buyer Other Benefit Obligation;






	 	(vii)	 	the Form 5500 filed in each of the most recent
three plan years, including all schedules thereto and the opinions of
independent accountants;






	 	(viii)	 	all notices and correspondence that were given by the IRS, the PBGC,
or the Department of Labor to Buyer or any of its Subsidiaries, or any
Buyer Plan within the four years preceding the date of this Agreement;
and






	 	(ix)	 	with respect to Qualified Plans, the most
recent determination letter for each Plan of Buyer that is a Qualified
Plan.






	 	(c)	 	Except as set forth in Schedule 4.07(d) of the Buyer Disclosure
Schedules:






	 	(i)	 	Buyer and its Subsidiaries have performed all
of their obligations under all Buyer Plans and Buyer Other Benefit
Obligations except for such obligations which would not, either
individually or collectively, have a Material Adverse Effect on the
Buyer. Buyer and its Subsidiaries have made appropriate entries in
their financial records and statements for all obligations and
liabilities under such Plans and Obligations that have accrued but are
not due.






	 	(ii)	 	No statement, either written or oral, has been
made by Buyer or any of its Subsidiaries to any Person with regard to
any Plan or Other Benefit Obligation that was not in accordance with
the Plan or Other Benefit Obligation and that could have a Material
Adverse Effect on Buyer.






	 	(iii)	 	There has been no establishment or amendment
of any Buyer Plan or Buyer Other Benefit Obligation.






	 	(iv)	 	Other than routine claims for benefits
submitted by participants or beneficiaries, no claim against, or legal
proceeding involving, any Buyer Plan, or Buyer Other Benefit Obligation
is pending or is Threatened.






	 	(v)	 	Each Qualified Plan of Buyer and its
Subsidiaries is qualified in form and operation under IRC § 401(a);
each trust for each such Qualified Plan is exempt from federal income
tax under IRC § 501(a). To the Knowledge of Buyer, no event has
occurred or circumstance exists that will or could give rise to
disqualification or loss of tax-exempt status of any such Qualified
Plan or trust.






	 	(vi)	 	Except to the extent required under ERISA § 601
et seq. and IRC § 4980B, neither Buyer nor any of its Subsidiaries
provides health or welfare benefits for any retired or former employee
or is obligated to provide health or welfare benefits to any active
employee following such employee’s retirement or other termination of
service.






	 	(vii)	 	Buyer and its Subsidiaries have the right to
modify and terminate benefits to retirees (other than pensions) with
respect to both retired and active employees.






	 	(viii)	 	No payment that is owed or may become due to any director, officer,
employee, or agent of Buyer or any of its Subsidiaries will be
non-deductible to Buyer or any of its Subsidiaries or subject to Tax
under IRC § 4999; nor will Buyer or any of its Subsidiaries be required
to “gross up” or otherwise compensate any such person because of the
imposition of any excise tax on a payment to such person.






	 	(ix)	 	The consummation of the Contemplated
Transactions will not result in the payment, vesting, or acceleration
of any benefit.





4.08 Compliance with Law; Governmental Authorizations. (a) Except as set forth in
Schedule 4.08(a) of the Buyer Disclosure Schedules:




	 	(i)	 	Buyer is in compliance with each Law that is
applicable to it or to the conduct or operation of its business or the
ownership or use of any of its assets and the violation of which would
have a Material Adverse Effect on Buyer; and






	 	(ii)	 	Buyer has not received any written notice from
any Governmental Body or any other Person regarding (A) any actual or
alleged, violation of, or failure to comply with, any Law, or (B) any
actual or alleged, obligation on the part of Buyer or any of its
Subsidiaries to undertake, or to bear all or any portion of the cost
of, any remedial action of any nature which in either case would have a
Material Adverse Effect on Buyer.






	 	(a)	 	Each Governmental Authorization that is material to the
financial condition, business or operations of Buyer and its Subsidiaries taken
as a whole is valid and in full force and effect. Except as set forth in
Schedule 4.08(b) of the Buyer Disclosure Schedules with respect to such
Governmental Authorizations:






Buyer and each of its Subsidiaries is in compliance in all material
respects with all of the terms and requirements of each Governmental
Authorization;




neither Buyer nor any of its Subsidiaries has received any notice
from any Governmental Body or any other Person regarding (A) any
actual or alleged, violation of or failure to comply with any term or
requirement of any Governmental Authorization, or (B) any actual or
proposed, revocation, withdrawal, suspension, cancellation,
termination of, or modification to any Governmental Authorization
which in either case would have a Material Adverse Effect on Buyer;
and




	 	(iii)	 	all applications and other filings required to
have been filed for the renewal of the Governmental Authorizations have
been duly filed on a timely basis with the appropriate Governmental
Bodies except as would not have a Material Adverse Effect on Buyer.






4.09 Legal Proceedings; Orders.




	 	(a)	 	Except as set forth in Schedule 4.09(a) of the Buyer Disclosure
Schedules, there are no Proceedings pending, or to Buyer’s Knowledge,
Threatened against Buyer or any of its Subsidiaries or any of their respective
directors or officers or Assets that would have a Material Adverse Effect on
Buyer.






	 	(b)	 	Buyer has made available to JJMA and the Equity Participants
copies of all pleadings, correspondence, and other documents relating to each
Proceeding listed in Schedule 4.09(a) of the Buyer Disclosure Schedules.






	 	(c)	 	Except as set forth on Schedule 4.09(c) of the Buyer Disclosure
Schedules, there is no Order to which Buyer or any of its Subsidiaries, or any
of the Assets owned or used by Buyer or any of its Subsidiaries, is subject or
that relates to the business of, or any of the Assets owned or used by, Buyer
or any of its Subsidiaries which would have a Material Adverse Effect on Buyer.






4.10 Investment Intent and Accredited Investor. 




	 	(a)	 	The JJMA Shares to be acquired by the Buyer pursuant to this
Agreement are being or will be acquired for the account of the Buyer, for
investment and not with a view to the distribution thereof within the meaning
of the Securities Act, and the Buyer has no intention of distributing or
reselling such securities or any part thereof, without prejudice, however, to
the rights of Buyer at all times to sell or otherwise dispose of all or any
part of the JJMA Shares under an effective registration statement under the
Securities Act, or under an exemption from such registration available under
the Securities Act, and subject, nevertheless, to the disposition of the Buyer
property being at all times within its control.






	 	(b)	 	The Buyer understands that the JJMA Shares have not been
registered under the Securities Act, by reason of their sale by the Seller in a
transaction exempt from the registration requirements of the Securities Act and
that the transactions contemplated by this Agreement have not been reviewed by,
passed on or submitted to any Federal or state agency where an exemption is
being relied upon, and that the Seller’s reliance thereon is based in part upon
the representations made by the Buyer in this Agreement.





4.11 Reports and Financial Statements. The Buyer has delivered or otherwise made
available to Seller complete and accurate copies, as amended or supplemented, of (a) its
Post-Effective Amendment No. 5 to its Registration Statement on Form S-1, dated January 24, 2005;
(b) Annual Report on Form 10-K for the fiscal year ended September 30, 2004, as filed with the
Securities and Exchange Commission (the “SEC”), and (c) all other reports, registrations statements
or other filings made by the Buyer under the Exchange Act or the Securities Act with the SEC since
September 30, 2004 (the reports and filings listed in (a)-(c) above are hereinafter referred to as
the “Buyer SEC Reports”). The Buyer SEC Reports include all of the documents required to be filed
by the Buyer under Section 15(d) of the Exchange Act with the SEC since September 30, 2004. The
Buyer SEC Reports complied in all material respects with the requirements of the Securities Act,
the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates,
the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading. The audited financial statements
and unaudited financial statements of the Buyer included in the Buyer SEC Reports (i) complied as
to form in all material respects with applicable accounting requirements and the published rules
and regulations of the SEC with respect thereto when filed, (ii) were prepared in all material
respects in accordance with GAAP, applied on a consistent basis throughout the periods covered
thereby except as may be indicated therein or in the notes thereto, and in the case of quarterly
financial statements, as permitted by Form 10-Q under the Exchange Act, (iii) fairly present in all
material respects the consolidated financial condition, results of operations and cash flows of the
Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are
consistent in all material respects with the books and records of the Buyer.



4.12 Absence of Certain Changes and Events. Except as set forth in Schedule 4.12 of
the Buyer Disclosure Schedules or as disclosed in the Buyer SEC Reports, since September 30, 2004,
there has not been any:




	 	(a)	 	change in Buyer’s authorized or issued capital stock or
declaration of any dividend or other distribution or any payment in respect of
 shares of capital stock;






(b) amendment to the Organizational Documents of Buyer;




	 	(c)	 	damage to or destruction or loss of any Asset of Buyer, whether
or not covered by insurance, which has had, or would reasonably be expected to
have, a Material Adverse Effect on Buyer;






	 	(d)	 	material change in the accounting methods used by Buyer or any
change (whether material or not) not in conformity with GAAP; or






	 	(e)	 	commitment made to, or liability incurred to, any labor
organization;






	 	(f)	 	other than in the Ordinary Course of Business, capital
investment in, any loan to, or any acquisition of the securities or the
business of, any other Person (or series of related capital investments, loans,
and acquisitions);






	 	(g)	 	declaration, set aside, or payment of any dividend or any
distribution with respect to its capital stock (whether in cash or in kind






	 	(h)	 	settlement, compromise or commencement of any litigation which
has had, or would reasonably be expected to have, a Material Adverse Effect on
Buyer; or






(i) agreement by Buyer to do any of the foregoing.



4.13 No Undisclosed Liabilities. Except as set forth in Schedule 4.13 to the Buyer
Disclosure Schedules, neither Buyer nor any of its Subsidiaries has any liabilities or obligations
of any nature which are required to be disclosed by Buyer under the Securities Act and/or the
Exchange Act which are not disclosed, reflected or reserved against the Buyer SEC Reports.



4.14 Contracts; No Defaults. Except as set forth in Schedule 4.14 of the Buyer
Disclosure Schedules, there is no violation, Breach or default by Buyer under any Applicable
Contract, which violation, Breach or default is required to be disclosed by Buyer under the
Securities Act and/or the Exchange Act that is not disclosed in the Buyer SEC Reports.



ARTICLE 5




COVENANTS OF JJMA AND THE EQUITY PARTICIPANTS PRIOR TO CLOSING DATE




5.01 Access and Investigation. Between the date of this Agreement and the Closing
Date, JJMA will (a) afford Buyer and its Representatives, upon their reasonable request and JJMA’s
approval (not to be unreasonably withheld), access to JJMA’s officers, Assets, properties,
contracts, books and records, and other documents and data, (b) make available for copying to Buyer
and its Representatives all such contracts, books and records, and other existing documents and
data as Buyer or its Representatives may reasonably request, and (c) make available to Buyer and
its Representatives such additional financial, operating, and other data and information as Buyer
or its Representatives may reasonably request. No investigation by Buyer or its representatives
shall diminish or obviate any of the representations, warranties, covenants or agreements of JJMA
or the Equity Participants contained herein.



5.02 Operation of the Business of JJMA. Between the date of this Agreement and the
Closing Date, JJMA will, and the Equity Participants will cause JJMA to:




	 	(a)	 	conduct the business of JJMA only in the Ordinary Course of
Business;






	 	(b)	 	use its Best Efforts to preserve intact the current business
organization of JJMA, keep available the services of the current officers,
employees, and agents of JJMA, and maintain the relations and goodwill with
suppliers, customers, landlords, creditors, employees, agents, and others
having business relationships with JJMA;






	 	(c)	 	allow Buyer to confer with certain customers of JJMA for due
diligence purposes as agreed by JJMA executive officers, about particular
matters as agreed by such officers;






	 	(d)	 	use its Best Efforts to maintain and keep its properties and
Assets in as good repair and condition as at present, ordinary wear and tear
excepted, and use its reasonable Best Efforts to maintain and protect its
Intellectual Property Assets;






	 	(e)	 	use its Best Efforts to keep in full force and effect insurance
comparable in amount and scope of coverage to that currently maintained;






	 	(f)	 	operate its business in all material respects in compliance
with all applicable Laws; and






	 	(g)	 	otherwise disclose to Buyer, upon its reasonable request and to
the extent permitted by applicable Law, the status of the business, operations
and finances of JJMA.





5.03 Negative Covenants. Except as otherwise expressly permitted by this Agreement,
between the date of this Agreement and the Closing Date, JJMA will not, and the Equity
Participants will cause JJMA not to, without the prior written consent of Buyer, take any of the
actions, or fail to take any of the actions within their or its control, listed in Section 3.16(a)
through (w). In addition, except as otherwise expressly permitted by this Agreement, JJMA will not
and the Equity Participants will cause JJMA not to take any of the following actions:




	 	(a)	 	(i) acquire or agree to acquire, or merge or consolidate with,
by purchasing an equity interest in or a portion of the Assets of, or by any
other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any Assets of any other Person or (ii) make or commit to make any
investments other than short-term liquid investments or investments that will
be liquidated prior to Closing;






	 	(b)	 	sell, lease, license, exchange, mortgage, pledge, transfer or
otherwise dispose of, or agree to sell, lease, license, exchange, mortgage,
pledge, transfer or otherwise encumber or dispose of, any of its Assets except
for dispositions of Assets that are in the Ordinary Course of Business and
consistent with past practice;






	 	(c)	 	incur or guarantee any obligation for borrowed money, whether
or not evidenced by a note, bond, debenture or similar instrument, or enter
into any “keep well” or other agreement to maintain the financial condition of
another Person or make any loans, or advances of borrowed money or capital
contributions to, or equity investments in, any other Person or issue or sell
any debt securities, except in the Ordinary Course of Business consistent with
past practice under existing loan agreements or capitalized leases;






	 	(d)	 	enter into any operating lease with an aggregate value in
excess of $50,000;






	 	(e)	 	make any capital expenditures, capital additions or capital
improvements other than (i) expenditures for routine or emergency maintenance
and repair in an amount not to exceed $25,000 or (ii) expenditures in the
Ordinary Course of Business consistent with past practice in amounts not
exceeding $25,000 in the aggregate;






	 	(f)	 	submit any new Government Bid which, if accepted, is expected
to result in a loss to JJMA or would result in a Government Contract with a
backlog value in excess of $1,000,000 with respect to a cost plus contract or
$100,000 with respect to a fixed price contract;






	 	(g)	 	issue or authorize or propose the issuance of, sell, pledge or
dispose of, grant or otherwise create, or agree to issue or authorize or
propose the issuance, sale, pledge, disposition, grant or creation of any
additional shares of, or any options, warrants, SARs, phantom stock,
convertible securities or other rights of any kind to acquire any shares of,
its capital stock or any debt or equity securities derivative of, convertible
into or exchangeable for such capital stock, other than the issuance of the
Option Exercise Shares upon exercise of the Vested Options as provided in
Section 2.01;






	 	(h)	 	create any Subsidiaries or enter into any joint venture,
partnership or similar arrangement; or






	 	(i)	 	intentionally take, or offer or propose to take, or agree to
take in writing or otherwise, (i) any of the actions described in this Section
5.03 which require the consent of Buyer, (ii) any action which would result in
a breach of any of JJMA’s representations and warranties in this Agreement or
(iii) any action which would result in any of the conditions set forth in
Section 7 not being satisfied.






5.04 Required Approvals.




	 	(a)	 	As promptly as practicable after the date of this Agreement,
the Equity Participants and JJMA shall make all filings required by Law to be
made by JJMA and/or the Equity Participants to consummate the Contemplated
Transactions. Between the date of this Agreement and the Closing Date, JJMA and
the Equity Participants shall (i) cooperate with Buyer with respect to all
filings that Buyer elects to make or is required by Law to make in connection
with the Contemplated Transactions, and (ii) cooperate with Buyer in obtaining
all Consents identified in Schedule 4.02(c) of the Buyer Disclosure Schedules.






	 	(b)	 	The Parties acknowledge that they have previously completed and
filed a notification and report form and other required documents under the HSR
Act with respect to the Contemplated Transactions. The Parties shall use their
Best Efforts to obtain early termination of the applicable waiting period under
the HSR Act. The Parties shall promptly furnish all materials reasonably
required by any of the Governmental Bodies having jurisdiction over such
filings, and shall take all reasonable actions and shall file and use all
reasonable efforts to have declared effective or approved all documents and
notifications with any such Governmental Body, as may be required under the HSR
Act or other federal or state antitrust laws for the consummation of the
Contemplated Transactions. However, nothing contained in this Agreement will
require Buyer or any of its Affiliates to enter into any agreement, consent
decree or other commitment requiring Buyer or any of its Affiliates to (x)
divest or hold separate any Assets of JJMA, Seller, Buyer or any of their
Affiliates, (y) litigate, pursue or defend any Proceeding challenging any of
the Contemplated Transactions hereby as violative of any antitrust laws or (z)
take any other action that would, individually or in the aggregate, have a
Material Adverse Effect on Buyer. In connection with the foregoing, each Party
(i) will promptly notify the other Parties in writing of any communication
received by that Party or its Affiliates from any Governmental Body having
jurisdiction over such filings, and subject to applicable Law, provide the
other parties with a copy of any such written communication (or written summary
of any oral communication), and (ii) will not participate in any substantive
meeting or discussion with any Governmental Body having jurisdiction over such
filings concerning the Contemplated Transactions unless it consults with the
other Parties in advance, and to the extent permitted by such Governmental
Body, gives a representative of the other Parties the opportunity to attend.
Each Party shall be responsible for its respective preparation costs and other
expenses (including attorneys’ fees) in connection with compliance with the HSR
Act; provided, that all filing fees under the HSR Act shall be borne by
Buyer.





5.05 Notification. Between the date of this Agreement and the Closing Date, the
Equity Participants will promptly notify Buyer in writing if any of the Equity Participants becomes
aware of any fact or condition that causes or constitutes a Breach of any of the Equity
Participants’ or JJMA’s representations and warranties as of the date of this Agreement, or if any
of the Equity Participants becomes aware of the occurrence after the date of this Agreement of any
fact or condition that would (except as expressly contemplated by this Agreement) cause or
constitute a Breach of any such representation or warranty had such representation or warranty been
made as of the time of occurrence or discovery of such fact or condition. Should any such fact or
condition result in any change in the information set forth in JJMA Disclosure Schedules, the
Equity Participants will promptly deliver to Buyer a supplement to the JJMA Disclosure Schedules
specifying such change. Notwithstanding anything to the contrary contained in this Agreement,
neither notice of any such fact or condition or supplement to the JJMA Disclosure Schedules
(whether or not accepted by Buyer for purposes of Section 7.01(a) hereof) shall be deemed or
constitute a waiver of any rights of Buyer hereunder, including without limitation Buyer’s rights
under Section 10.02 hereof. Between the date of this Agreement and the Closing Date, the Equity
Participants will promptly notify Buyer of the occurrence of any Breach of any covenant of JJMA
and/or the Equity Participants in this Article 5 or of the occurrence of any event that may make
the satisfaction of the conditions in Article 7 impossible or unlikely. In addition, during such
period, the Equity Participants shall promptly notify the Buyer of any Proceeding, Order or claim
of the type described in Section 3.15(a) or (c) that from the date hereof are commenced or entered,
or, to the Knowledge of the Equity Participants, Threatened against JJMA or the Equity Participants
or against any of their Representatives with respect to the affairs of JJMA or the Equity
Participants.



5.06 No Negotiation. Until such time, if any, as this Agreement is terminated
pursuant to Article 9, the Equity Participants will not, and will cause JJMA and its
Representatives not to, directly or indirectly solicit, initiate, encourage, or respond (other than
a negative response) to any inquiries or proposals from, discuss or negotiate with, provide any
non-public information to, or consider the merits of any unsolicited inquiries or proposals from,
any Person (other than Buyer) relating to any transaction involving the sale of the business or
Assets (other than in the Ordinary Course of Business) of JJMA, or any of the JJMA Shares, or any
merger, consolidation, business combination, or similar transaction involving JJMA.



5.07 Best Efforts. Between the date of this Agreement and the Closing Date, JJMA and
the Equity Participants will use their Best Efforts to cause the conditions in Articles 7 and 8 to
be satisfied, including without limitation obtaining the Consents identified on Schedule 3.02(f) of
the JJMA Disclosure Schedules.



ARTICLE 6




COVENANTS OF BUYER PRIOR TO CLOSING DATE




6.01 Access and Investigation. Between the date of this Agreement and the Closing
Date, Buyer will (a) afford the Equity Participants and their Representatives, upon their
reasonable request and Buyer’s approval (not to be unreasonably withheld), access to Buyer’s
officers, Assets, properties, contracts, books and records, and other documents and data, (b) make
available for copying to the Equity Participants and their Representatives all such contracts,
books and records, and other existing documents and data as the Equity Participants and their
Representatives may reasonably request, and (c) make available to the Equity Participants and their
Representatives such additional financial, operating, and other data and information as the Equity
Participants and their Representatives may reasonably request. No investigation by the Equity
Participants and their Representatives shall diminish or obviate any of the representations,
warranties, covenants or agreements of Buyer contained herein.



6.02 Disclosure Regarding Operation of the Business of Buyer and its Subsidiaries.
Between the date of this Agreement and the Closing Date, Buyer will, and will cause Buyer and its
Subsidiaries to disclose to the Equity Participants, upon their reasonable request and to the
extent permitted by applicable Law, the status of the business, operations and finances of Buyer
and its Subsidiaries.




6.03 Required Approvals.




	 	(a)	 	As promptly as practicable after the date of this Agreement,
Buyer will, and will cause its Representatives to, make all filings required by
Law to be made by them to consummate the Contemplated Transactions, including
without limitation filings under the HSR Act. Between the date of this
Agreement and the Closing Date, Buyer will (a) cooperate with the Equity
Participants and JJMA with respect to all filings that the Equity Participants
and JJMA elect to make or are required by Law to make in connection with the
Contemplated Transactions, and (b) cooperate with the Equity Participants and
JJMA in obtaining all Consents identified in Schedule 3.02(f) of the JJMA
Disclosure Schedules.






	 	(b)	 	The Parties acknowledge that they have previously completed and
filed a notification and report form and other required documents under the HSR
Act with respect to the Contemplated Transactions. The Parties shall use their
Best Efforts to obtain early termination of the applicable waiting period under
the HSR Act. The Parties shall promptly furnish all materials reasonably
required by any of the Governmental Bodies having jurisdiction over such
filings, and shall take all reasonable actions and shall file and use all
reasonable efforts to have declared effective or approved all documents and
notifications with any such Governmental Body, as may be required under the HSR
Act or other federal or state antitrust laws for the consummation of the
Contemplated Transactions. However, nothing contained in this Agreement will
require Buyer or any of its Affiliates to enter into any agreement, consent
decree or other commitment requiring Buyer or any of its Affiliates to (x)
divest or hold separate any Assets of JJMA, Seller, Buyer or any of their
Affiliates, (y) litigate, pursue or defend any Proceeding challenging any of
the Contemplated Transactions as violative of any antitrust laws or (z) take
any other action that would, individually or in the aggregate, have a Material
Adverse Effect on Buyer. In connection with the foregoing, each Party (i) will
promptly notify the other Parties in writing of any communication received by
that Party or its Affiliates from any Governmental Body having jurisdiction
over such filings, and subject to applicable Law, provide the other parties
with a copy of any such written communication (or written summary of any oral
communication), and (ii) will not participate in any substantive meeting or
discussion with any Governmental Body having jurisdiction over such filings
concerning the Contemplated Transactions unless it consults with the other
party in advance, and to the extent permitted by such Governmental Body, gives
a representative of the other Parties the opportunity to attend. Each Party
shall be responsible for its respective preparation costs and other expenses
(including attorneys’ fees) in connection with compliance with the HSR Act;
provided that all filing fees under the HSR Act shall be borne by Buyer.





6.04 Notification. Between the date of this Agreement and the Closing Date, Buyer
will promptly notify the Equity Participants in writing if Buyer becomes aware of any fact or
condition that causes or constitutes a Breach of any of Buyer’s representations and warranties as
of the date of this Agreement, or if Buyer becomes aware of the occurrence after the date of this
Agreement of any fact or condition that would (except as expressly contemplated by this Agreement)
cause or constitute a Breach of any such representation or warranty had such representation or
warranty been made as of the time of occurrence or discovery of such fact or condition. Should any
such fact or condition result in any change to the information set forth in the Buyer Disclosure
Schedules, Buyer will promptly deliver to the Equity Participants a supplement to the Buyer
Disclosure Schedules specifying such change. Notwithstanding anything to the contrary in this
Agreement, neither notice of any such fact or condition or supplement to the Buyer Disclosure
Schedules (whether or not accepted by the Equity Participants for purposes of Section 8.01(a)
hereof) shall be deemed or constitute a waiver of any rights of the Equity Participants hereunder,
including without limitation the Equity Participants’ rights under Section 10.03 hereof. Between
the date of this Agreement and the Closing Date, Buyer will promptly notify the Equity Participants
of the occurrence of any Breach of any covenant of Buyer in this Article 6 or of the occurrence of
any event that may make the satisfaction of the conditions in Article 8 impossible or unlikely. In
addition, during such period, Buyer shall promptly notify the Equity Participants of any
Proceeding, Order or claim of the type described in Section 4.09(a) or (c) that from the date
hereof are commenced or entered, or, to the Knowledge of Buyer, Threatened against Buyer or against
any of its Representatives with respect to the affairs of Buyer.



6.05 Best Efforts. Between the date of this Agreement and the Closing Date, Buyer
will use its Best Efforts to cause the conditions in Articles 7 and 8 to be satisfied, including
without limitation obtaining the Consents identified on Schedule 4.02(c) of the Buyer Disclosure
Schedules and causing Houlihan, Lokey Howard & Zukin to prepare and deliver a report setting forth
the Buyer Shares Fair Market Value.



ARTICLE 7




CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE




Buyer’s obligation to take the actions required to be taken by Buyer at the Closing is subject
to the satisfaction, at or prior to the Closing or such other date as set forth in this Agreement,
of each of the following conditions (any of which may be waived by Buyer, in whole or in part):



7.01 No Material Adverse Effect. There shall have been no Material Adverse Effect
with respect to JJMA during the period from the date of this Agreement to the Closing.



7.02 Covenants. Each of the covenants and obligations that JJMA and/or the Equity
Participants are required to perform or to comply with pursuant to this Agreement at or prior to
the Closing must have been duly performed and complied with in all respects.




7.03 Consents.




	 	(a)	 	All governmental, regulatory and other third party approvals
and Consents required to be obtained by the Equity Participants and/or JJMA in
connection with the Contemplated Transactions, and otherwise referred to herein
(if any), shall have been obtained and shall remain in full force and effect,
and all applicable waiting periods shall have expired without any action being
taken by any competent authority which restrains, prevents or imposes
materially adverse conditions upon any Contemplated Transaction.






	 	(b)	 	Any Person required in connection with the Contemplated
Transactions to file a notification and report form in compliance with the HSR
Act shall have filed such form and the applicable waiting period with respect
to each such form (including any extension thereof by reason of a request for
additional information) shall have expired or been terminated.





7.04 Additional Documents. Each of the following documents must have been delivered
to Buyer:




	 	(a)	 	(i) an opinion of McDermott, Will & Emery LLP, counsel to JJMA,
dated the Closing Date, containing the opinions listed on Exhibit G-1
hereto and (ii) an opinion of counsel to the Seller, dated the Closing Date,
containing the opinions listed on Exhibit G-2 hereto;






	 	(b)	 	a certificate of an officer of JJMA, dated the Closing Date,
setting forth resolutions of the board of directors of JJMA authorizing the
consummation of the Contemplated Transactions and certifying that such
resolutions were duly adopted and have not been rescinded or amended as of the
Closing Date;






	 	(c)	 	a copy of the Rights Termination Agreement duly executed by
each SAR Holder;






	 	(d)	 	Non-Competition, Non-Solicitation and Non-Disclosure Agreements
substantially in the form of Exhibit H hereto, executed by each of P.
Thomas Diamant and Anthony Serro and David Hanafourde;






	 	(e)	 	Retention Agreements, substantially in the form of Exhibit
I, executed by no less than fifteen (15) of the individuals set forth on
Schedule 7.04(e) of the JJMA Disclosure Schedules;






	 	(f)	 	certificates from the State of New York and from each
jurisdiction where JJMA is qualified to do business as a foreign corporation,
dated no earlier than ten (10) days prior to the Closing, as to the good
standing of JJMA in such jurisdictions;






	 	(g)	 	a cross-receipt executed by each of the Seller and the Option
Holders in a form reasonably satisfactory to the Buyer, the Seller and the
Option Holders;






	 	(h)	 	resignations effective immediately following the Closing of
each of the directors and officers of JJMA;






	 	(i)	 	Releases, substantially in the form of (i) Exhibit J-1
hereto executed by each of Thomas Diamant and Anthony Serro, (ii) Exhibit
J-2 hereto executed by David Hanafourde and (iii) Exhibit J-3
hereto executed by Ronald d’Arcy






	 	(j)	 	the Escrow Agreement executed by the Equity Participant
Representative and the Escrow Agent;






	 	(k)	 	such other endorsements, instruments or documents as may be
reasonably necessary to carry out the Contemplated Transactions






	 	(l)	 	evidence reasonably satisfactory to Buyer that the John J.
McMullen Associates, Inc. 1998 Stockholders’ Agreement, dated as of June 29,
1998, by and among certain equity holders of JJMA (including the Equity
Participants) has been terminated; and






	 	(m)	 	a fairness opinion from Duff & Phelps, stating that the
Contemplated Transactions are fair to Buyer and the Buyer ESOT.





7.05 No Proceedings. No court or Governmental Body or regulatory authority shall have
issued an order, not subsequently vacated, restraining, enjoining or otherwise prohibiting the
consummation of the Contemplated Transactions, and no Person shall have instituted an action or
Proceeding which shall not have been previously dismissed seeking to restrain, enjoin or prohibit
the consummation of the Contemplated Transactions or seeking damages with respect thereto.



7.06 No Claim Regarding Stock Ownership of JJMA Shares. Except to the extent that
participants in the Seller are treated as beneficial owners under applicable Law, there must not
have been made or Threatened by any Person any claim asserting that such Person (i) is the holder
or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any
stock of, or any other voting, equity or ownership interest in, JJMA, or (ii) is entitled to all or
any portion of the JJMA Shares.



7.07 Employment Agreements. The Employment Agreements with Buyer shall have been
executed by each of P. Thomas Diamant and Anthony Serro.



7.08 Certain Payments. JJMA shall have paid in full, and shall have delivered to
Buyer evidence reasonably satisfactory to Buyer thereof, the following:




	 	(a)	 	All fees and expenses of its investment bankers and attorneys,
the Seller Trustee, legal and financial advisors to the Seller Trustee, and any
other professional fees and expenses incurred in connection with the
Contemplated Transactions.






	 	(b)	 	All amounts that may become payable under the employment
agreements between JJMA and P. Thomas Diamant, Anthony Serro and David
Hanafourde that were in effect prior to the execution of this Agreement.






	 	(c)	 	All amounts payable to Ronald d’Arcy under the redemption
agreement dated as of July 23, 2004 between JJMA and Ronald d’Arcy.





7.09 Indebtedness. After making the payments described in Section 7.08, JJMA shall
have no Indebtedness of any kind to any Person, other than trade payables incurred in the Ordinary
Course of Business, and Seller shall have delivered to Buyer evidence reasonably satisfactory to
Buyer that all such Indebtedness has been paid in full and terminated and that all Liens with
respect to any and all such Indebtedness have been released.



7.10 Termination of Existing Employment Agreements. Each of the employment agreements
between JJMA and Thomas Diamant, Anthony Serro and David Hanafourde that were in effect prior to
the execution of this Agreement shall have been terminated, and Seller shall have delivered to
Buyer evidence reasonably satisfactory to Buyer thereof.



7.11 Exercise of Stock Options. The Option Holders shall have exercised all of the
Vested Options and acquired the Option Exercise Shares.



7.12 JJMA ESOP and 401(K) Plan. Provided that Buyer has at its sole expense prepared
and delivered to JJMA at least one (1) day prior to the Closing Date the form of amendments, merger
documentation, and notice referred to below, each of the following documents must have been
delivered to Buyer:




	 	(a)	 	a certificate of an officer of JJMA, dated the Closing Date,
setting forth resolutions of the board of directors of JJMA authorizing and
directing the following, and certifying that such resolutions were duly adopted
and have not been rescinded or amended as of the Closing Date:






	 	(i)	 	amendment of the JJMA ESOP and the John J.
McMullen Associates, Inc. 401(k) Plan (the “JJMA 401(k) Plan”) to
freeze participation in and accrual of benefits under the said plans
effective on or before the Closing Date; and






	 	(ii)	 	merger of the JJMA ESOP and the JJMA 401(k)
Plan with and into the Buyer KSOP, effective as of the Closing Date;






	 	(b)	 	a certificate of an officer of JJMA, dated the Closing Date,
setting forth resolutions of the board of directors of JJMA authorizing and
directing the following, and certifying that such resolutions were duly adopted
and have not been rescinded or amended as of the Closing Date:






	 	(i)	 	transfer of assets of the JJMA ESOP to State
Street Bank & Trust Company as a trustee of the Buyer KSOP as of the
Closing Date;






	 	(ii)	 	transfer of assets of the JJMA 401(k) Plan to
the Buyer KSOP as soon administratively feasible, and the retention of
Marshall & Isley Trust Company as custodian of the assets of the JJMA
401(k) Plan pending the complete transfer of assets to the Buyer KSOP;






	 	(iii)	 	the JJMA ESOP Committee and Marshall & Isley
Trust Company to take such actions as may be necessary or appropriate
to carry out the foregoing; and






	 	(iv)	 	deposit on or before the Closing Date of all
accrued and unpaid contributions to the JJMA ESOP in the form of shares
of stock of JJMA and to the JJMA 401(k) Plan, which have or will come
due as of the Closing Date, including without limitation contributions
for the plan year ended December 31, 2004;






	 	(c)	 	a certificate of an officer of JJMA, dated the Closing Date,
attesting to the forms of notices provided to JJMA employees in accordance with
Sections 101(i) and 204(h) of ERISA, with copies of said notices made a part of
the certificate; and






	 	(d)	 	true, correct and complete copies, certified by an officer of
JJMA and dated as of the Closing Date, of all documents that form the JJMA ESOP
from and including the 2002 restatement thereof and all documents that form the
JJMA 401(k) Plan from and including the 1997 restatement thereof.





ARTICLE 8




CONDITIONS PRECEDENT TO EQUITY PARTICIPANTS’ OBLIGATION TO CLOSE




The Equity Participants’ obligation to take the actions required to be taken by the Equity
Participants at the Closing is subject to the satisfaction, at or prior to the Closing or such
other date as set forth in this Agreement, of each of the following conditions:



8.01 No Material Adverse Effect. There shall have been no Material Adverse Effect
with respect to Buyer during the period from the date of this Agreement to the Closing.



8.02 Covenants. Each of the covenants and obligations that Buyer is required to
perform or to comply with pursuant to this Agreement at or prior to the Closing must have been duly
performed and complied with in all respects.




8.03 Consents.




	 	(a)	 	All governmental, regulatory and other third party approvals
and Consents required to be obtained by the Buyer in connection with the
Contemplated Transactions, and otherwise referred to herein (if any), shall
have been obtained and shall remain in full force and effect, and all
applicable waiting periods shall have expired without any action being taken by
any competent authority which restrains, prevents or imposes materially adverse
conditions upon any of the Contemplated Transactions.






	 	(b)	 	Any Person required in connection with the Contemplated
Transactions to file a notification and report form in compliance with the HSR
Act shall have filed such form and the applicable waiting period with respect
to each such form (including any extension thereof by reason of a request for
additional information) shall have expired or been terminated.





8.04 Additional Documents. Each of the following documents must have been delivered
to the Equity Participants:




	 	(a)	 	(i) an opinion of Holland & Knight LLP, counsel to Buyer, dated
the Closing Date, containing the opinions set forth on Exhibit K-1
hereto, (ii) an opinion of Seyfarth Shaw LLP, counsel to the Buyer KSOP, dated
the Closing Date, containing the opinions set forth on Exhibit K-2
hereto and (iii) an opinion of Baker & McKenzie, counsel to Buyer, dated the
Closing Date, containing the opinions set forth on Exhibit K-3 hereto;






	 	(b)	 	a certificate of an officer of Buyer, dated the Closing Date,
setting forth resolutions of the board of directors of Buyer authorizing the
consummation of the Contemplated Transactions and certifying that such
resolutions were duly adopted and have not been rescinded or amended as of the
Closing Date;






	 	(c)	 	certificates from the State of Delaware as to the good standing
of the Buyer in such state;






	 	(d)	 	a cross-receipt executed by Buyer, in a form reasonably
satisfactory to the Buyer and the Equity Participants;






	 	(e)	 	the Escrow Agreement executed by the Buyer and the Escrow
Agent;






	 	(f)	 	Non-Competition, Non-Solicitation, Non-Disparagement and
Non-Disclosure Agreements substantially in the form of Exhibit H
hereto, executed by Buyer;






(g) the Employment Agreements executed by Buyer;




	 	(h)	 	such other endorsements, instruments or documents as may be
reasonably necessary to carry out the Contemplated Transactions; and






	 	(i)	 	a fairness opinion from Advanced Valuation Analytics, Ltd.
stating that the Contemplated Transactions are fair to Seller.





8.05 No Proceedings. No court or Governmental Body or regulatory authority shall have
issued an order, not subsequently vacated, restraining, enjoining or otherwise prohibiting the
consummation of the Contemplated Transactions, and no Person shall have instituted an action or
proceeding which shall not have been previously dismissed seeking to restrain, enjoin or prohibit
the consummation of the Contemplated Transactions or seeking damages with respect thereto.



8.06 No Claim Regarding Stock Ownership of Buyer Shares. There must not have been
made or Threatened by any Person any claim asserting that such Person is entitled to all or any
portion of the Buyer Shares.



8.07 Employment Agreements. The Equity Participants shall have received on or before
the Closing Date Employment Agreements executed by P. Thomas Diamant and Anthony Serro.



8.08 Exercise of Stock Options. The Option Holders shall have exercised all of the
Vested Options and acquired the Option Exercise Shares.



ARTICLE 9




TERMINATION





9.01 Termination Events. This Agreement may be terminated:




	 	(a)	 	by Buyer if JJMA and/or any of the Equity Participants commits
a material Breach of this Agreement and Buyer gives notice to JJMA and the
Equity Participants prior to or at the Closing that a material Breach of any
provision of this Agreement has been committed by JJMA and/or the Equity
Participants and such Breach has not been waived, subject to the right of JJMA
and the Equity Participants to cure the Breach within fourteen (14) days of
having received written notice thereof;






	 	(b)	 	by any of the Equity Participants if Buyer commits a material
Breach of this Agreement and an Equity Participant gives notice to Buyer prior
to or at the Closing that a material Breach of any provision of this Agreement
has been committed by Buyer and such Breach has not been waived, subject to the
right of Buyer to cure the Breach within fourteen (14) days of having received
written notice thereof;






	 	(c)	 	(i) by an Equity Participant if such Equity Participant gives
notice to Buyer prior to or at the Closing that a condition in Article 8 has
not been satisfied as of the Closing Date or if satisfaction of such a
condition is or becomes impossible (other than through the failure of JJMA
and/or any Equity Participant to comply with its obligations under this
Agreement) and the Equity Participants have not waived such condition on or
before the Closing Date; or (ii) by Buyer if Buyer gives notice to the Equity
Participants prior to or at the Closing that a condition in Article 7 has not
been satisfied as of the Closing Date or if satisfaction of such a condition is
or becomes impossible (other than through the failure of Buyer to comply with
its obligations under this Agreement) and Buyer has not waived such condition
on or before the Closing Date;






	 	(d)	 	by mutual written consent of Buyer and the Equity Participants;
or






	 	(e)	 	by Buyer or any of the Equity Participants if the Closing has
not occurred on or before May 1, 2005; provided, however, that the right to
terminate this Agreement pursuant to this Section 9.01(e) shall not be
available to a Party or Parties whose failure to fulfill any obligation under
this Agreement shall have been the cause of, or resulted in, the failure of any
of the conditions specified in Section 7 or 8 that are required to have been
satisfied prior to the Closing.





9.02 Effect of Termination. Each Party’s right of termination under Section 9.01 is
in addition to any other rights it may have under this Agreement or otherwise, and the exercise of
a right of termination will not be an election of remedies. If this Agreement is terminated
pursuant to Section 9.01, all further obligations of the Parties under this Agreement will
terminate, except that the obligations in Sections 9.01 and 9.02 will survive; provided, however,
that if this Agreement is terminated by a Party or Parties because of material Breach of the
Agreement by the other Party or Parties or because one or more of the conditions to the terminating
Party’s or Parties’ obligations under this Agreement is not satisfied as a result of the other
Party’s or Parties’ failure to comply with its obligations under this Agreement, the terminating
Party’s or Parties’ right to pursue all legal remedies will survive such termination unimpaired.



ARTICLE 10




INDEMNIFICATION




10.01 Survival. The representations and warranties made by Buyer, JJMA or the Equity
Participants in this Agreement shall survive the Closing and shall expire three (3) years after the
Closing Date.




10.02 Indemnification Provisions for the Benefit of Buyer




	 	(a)	 	If (i) JJMA or any Equity Participant Breaches (A) any
representation or warranty of JJMA and/or any Equity Participant contained in
this Agreement (regardless of the Party making such representation or warranty)
or (B) any covenant of JJMA and/or any Equity Participant contained in this
Agreement, or (ii) any claim relating to Seller and/or the JJMA ESOP is made by
any participant in the JJMA ESOP against JJMA or any of its Affiliates or any
claim is made by the Seller Trustee for Adverse Consequences relating to claims
made by any participants in the JJMA ESOP or any other third parties (an “ESOP
Related Claim”), and if Buyer makes a written claim for indemnification within
three (3) years from the Closing Date, then, subject to the limitations
contained elsewhere in this Article 10, the SAR/Option Holders shall severally,
in accordance with the following proportions: (x) P. Thomas Diamant, 40%, (y)
Anthony Serro, 40%; and (z) David Hanafourde, 20%, indemnify and hold harmless
Buyer and its shareholders, directors, officers, employees, agents, successors
and assigns (the “Buyer Indemnitees”) from and against any Adverse Consequences
that any such Buyer Indemnitee may suffer through and after the date of the
claim for indemnification resulting from, arising out of, relating to or caused
by the Breach or ESOP Related Claim. Notwithstanding the foregoing, Buyer
shall not be entitled to indemnification under this Section 10.02(a) for any
consequential or punitive damages except with respect to claims brought by
third parties against Buyer.






	 	(b)	 	If Buyer is entitled to indemnification pursuant to Section
2.08(d) or Section 2.08(e) with respect to the determination of the Actual Net
Working Capital or the Actual Supplemental Amount (a “Payment Adjustment
Claim”), and if Buyer makes a written claim for indemnification within sixty
(60) days from the Closing Date, then, subject to the limitations contained
elsewhere in this Article 10, the Equity Participants shall severally in
proportion to their Equity Proportions pay Buyer the amounts owed to Buyer
pursuant to Sections 2.08(d) and 2.08(e).






	 	(c)	 	Except with respect to (i) any Breach of a Seller Basket
Exception, (ii) any Breach of any covenant of JJMA and/or the Equity
Participants contained herein, (iii) any Breach of the representations and
warranties made in Sections 3.11, 3.13 (only with respect to the portions of
Section 3.13 pertaining to ERISA or the violation or non-compliance with any
Law), 3.14(e), 3.33, 3.35 and/or 3.37(e) (the “Designated Representations”), or
(iv) any ESOP Related Claim, the SAR/Option Holders shall not have any
obligation to indemnify any Buyer Indemnitee under Section 10.02(a) unless the
Adverse Consequences with respect thereto exceed $350,000 in the aggregate and
$75,000 in each individual instance, in which case the SAR/Option Holders shall
be required to indemnify the Buyer Indemnitees for all Adverse Consequences
exceeding $350,000. With respect to any Breach of a Designated Representation,
the SAR/Option Holders shall not have any obligation to indemnify any Buyer
Indemnitee under Section 10.02(a) unless the Adverse Consequences with respect
thereto exceed $100,000 in the aggregate, in which case the SAR/Option Holders
shall be required to indemnify the Buyer Indemnitees for all Adverse
Consequences exceeding $100,000 and regardless of claim amount. With respect
to (i) any Breach of a Seller Basket Exception, (ii) any Breach of any covenant
of JJMA and/or the Equity Participants contained herein or (iii) any ESOP
Related Claim, the SAR/Option Holders shall be required to indemnify the Buyer
Indemnitees for all Adverse Consequences from the first dollar and regardless
of claim amount. With respect to any Payment Adjustment Claim, the Equity
Participants shall be required to indemnify the Buyer from the first dollar and
regardless of claim amount.






	 	(d)	 	Notwithstanding the foregoing, the aggregate liability of all
Equity Participants under Section 10.02(a) shall be limited to (i) $3,000,000
for claims for indemnification under Section 10.02(a) made by a Buyer
Indemnitee prior to and including the first anniversary of the Closing Date
(“Period 1 Buyer Claims”), (ii) $1,500,000 for claims for indemnification under
Section 10.02(a) made by a Buyer Indemnitee after the first anniversary of the
Closing Date and prior to an including the second anniversary of the Closing
Date (“Period 2 Buyer Claims”) and (iii) $500,000 for claims for
indemnification under Section 10.02(a) made by a Buyer Indemnitee after the
second anniversary of the Closing Date and prior to and including the third
anniversary of the Closing Date (“Period 3 Buyer Claims”); provided, however,
that, subject to Section 10.06 hereof, in no event shall the aggregate
liability of all Equity Participants under Section 10.02(a) exceed $3,500,000
regardless of when a claim for indemnification under Section 10.02(a) is made.
Subject to Section 10.06 hereof, no Equity Participant shall have any liability
for claims for indemnification made after the third anniversary of the Closing
Date.






	 	(e)	 	Notwithstanding any provision herein to the contrary, the
aggregate liability of Seller under Section 10.02(b) shall be limited to
$500,000 and shall be satisfied solely by the delivery of cash from the Escrow
Fund pursuant to the terms of the Escrow Agreement.






	 	(f)	 	Except with respect to Payment Adjustment Claims and as set
forth in Section 11.17 hereof, the source of indemnification payments to
satisfy claims for indemnification under this Section 10.02 shall be as
follows: (i) with respect to Period 1 Buyer Claims, Buyer shall be entitled to
offset against and recover from the SAR Termination Payments and the Hanafourde
Holdback Amount, (ii) with respect to Period 2 Buyer Claims, Buyer shall be
entitled to offset against and recover from SAR Termination Payments, the
Diamant Non-Compete Payments, the Serro Non-Compete Payments and the Hanafourde
Holdback Amount, and (iii) with respect to Period 3 Buyer Claims, Buyer shall
be entitled to offset against and recover from the SAR Termination Payments and
the Hanafourde Holdback Amounts. With respect to Payment Adjustment Claims,
the SAR/Option Holders shall pay Buyer the full amount of such claims in cash
by wire transfer within three (3) business days after the date on which the
Actual Net Working Capital and the Actual Supplemental Amount are finally
determined pursuant to Section 2.08(c), and the Buyer shall be entitled to
recover from the Escrow Fund in accordance with the terms of the Escrow
Agreement and Section 10.02(e) hereof.






	 	(g)	 	The aggregate amount owed by the Equity Participants to Buyer
for any claims for indemnification under Section 10.02(a) shall be reduced by
the aggregate amount above $150,000, less Buyer’s reasonable costs of
collection paid to third parties, collected by Buyer following the Closing Date
under JJMA’s Teaming Agreement, dated August 29, 2001, with Resource
Consultants, Inc. with respect to NAVSUP Solicitation No. N00140-01-R-3678.






10.03 Indemnification Provisions for the Benefit of Equity Participants




	 	(a)	 	If Buyer Breaches any covenant, representation or warranty of
Buyer contained in this Agreement, and if an Equity Participant makes a written
claim for indemnification within three (3) years from the Closing Date, then,
subject to the limitations contained elsewhere in this Article 10, Buyer shall
indemnify and hold harmless the Equity Participants and their respective
shareholders, directors, officers, employees, agents, successors and assigns
(the “Equity Participant Indemnitees”) from and against any Adverse
Consequences that any such Equity Participant Indemnitee may suffer through and
after the date of the claim for indemnification resulting from, arising out of,
relating to or caused by the Breach. Notwithstanding the foregoing, the Equity
Participants shall not be entitled to indemnification under this Section
10.03(a) for any consequential or punitive damages except with respect to
claims brought by third parties against an Equity Participant.






	 	(b)	 	Notwithstanding the foregoing, except with respect to a Breach
of a Buyer Basket Exception or a covenant of Buyer contained in this Agreement,
Buyer shall not have any obligation to indemnify any Equity Participant
Indemnitee under Section 10.03(a) unless the Adverse Consequences with respect
thereto exceed $350,000 in the aggregate and $75,000 in each individual
instance, in which case it shall be required to indemnify the Equity
Participant Indemnitees for all Adverse Consequences exceeding $350,000.






	 	(c)	 	Notwithstanding the foregoing, the liability of Buyer under
Section 10.03(a) shall be limited to (i) $3,000,000 for claims for
indemnification under Section 10.03(a) made by an Equity Participant prior to
and including the first anniversary of the Closing Date, (ii) $1,500,000 for
claims for indemnification under Section 10.03(a) made by an Equity Participant
after the first anniversary of the Closing Date and prior to and including the
second anniversary of the Closing Date, and (iii) $500,000 for claims for
indemnification under Section 10.03(a) made by an Equity Participant after the
second anniversary of the Closing Date and prior to and including the third
anniversary of the Closing Date; provided, however, that, subject to Section
10.06 hereof, in no event shall the aggregate liability of Buyer under Section
10.02(a) exceed $3,500,000 regardless of when a claim for indemnification under
Section 10.03(a) is made. Subject to Section 10.06 hereof, Buyer shall not
have any liability for claims for indemnification made after the third
anniversary of the Closing Date.






	 	(d)	 	Any payments to the Equity Participants by the Buyer pursuant
to this Section 10.03 shall be made on a pro rata basis in accordance with the
Equity Participants respective Equity Proportions. The terms of the documents
governing the Seller, and of any plan or trust into which the Seller may
subsequently be merged, shall provide that any payments by Buyer under Section
10.03(a) to the Seller (or its successor) shall be allocated among the
participants thereof in the same proportion as the Seller Owned Shares held by
the Seller were allocated immediately prior to the Closing Date.





10.04 Materiality. For purposes of Sections 10.02 and 10.03, a representation,
warranty or covenant that is qualified by materiality (including without limitation by the terms
“material,” “materially” or Material Adverse Effect) shall be deemed to have been Breached if the
inaccuracy in such representation or warranty or the failure to comply with such covenant results
in Adverse Consequences in an amount exceeding $75,000.




10.05 Third Party Claims. 




	 	(a)	 	If any third party shall notify any Party (the “Indemnified
Party”) with respect to any matter (a “Third Party Claim”) which may give rise
to a claim for indemnification against any other Party (the “Indemnifying
Party”) under this Article 10, then the Indemnified Party shall promptly notify
each Indemnifying Party thereof in writing; provided, however,
that no delay on the part of the Indemnified Party in notifying any
Indemnifying Party shall relieve the Indemnifying Party from any obligation
hereunder unless (and then solely to the extent) the Indemnifying Party thereby
is prejudiced.






	 	(b)	 	Any Indemnifying Party will have the right to defend the
Indemnified Party against the Third Party Claim with counsel of its choice
reasonably satisfactory to the Indemnified Party so long as (i) the
Indemnifying Party notifies the Indemnified Party in writing within fifteen
(15) days after the Indemnified Party has given notice of the Third Party Claim
that the Indemnifying Party will indemnify the Indemnified Party from and
against the entirety of any Adverse Consequences the Indemnified Party may
suffer resulting from, arising out of, relating to, in the nature of, or caused
by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified
Party with evidence reasonably acceptable to the Indemnified Party that the
Indemnifying Party will have the financial resources to defend against the
Third Party Claim and fulfill its indemnification obligations hereunder, (iii)
the Third Party Claim involves only money damages and does not seek an
injunction or other equitable relief, (iv) settlement of, or an adverse
judgment with respect to, the Third Party Claim is not, in the good faith
judgment of the Indemnified Party, likely to establish a precedential custom or
practice adverse to the continuing business interests of the Indemnified Party,
and (v) the Indemnifying Party conducts the defense of the Third Party Claim
actively and diligently.






	 	(c)	 	So long as the Indemnifying Party is conducting the defense of
the Third Party Claim in accordance with Section 10.05(b) above, (i) the
Indemnified Party may retain separate co-counsel at its sole cost and expense
and participate in the defense of the Third Party Claim, (ii) the Indemnified
Party will not consent to the entry of any judgment or enter into any
settlement with respect to the Third Party Claim without the prior written
consent of the Indemnifying Party (not to be withheld unreasonably), and (iii)
the Indemnifying Party will not consent to the entry of any judgment or enter
into any settlement with respect to the Third Party Claim without the prior
written consent of the Indemnified Party (not to be withheld unreasonably).






	 	(d)	 	In the event any of the conditions in Section 10.05(b) above is
or becomes unsatisfied, however, (i) the Indemnified Party may defend against,
and consent to the entry of any judgment or enter into any settlement with
respect to, the Third Party Claim in any manner it reasonably may deem
appropriate (and the Indemnified Party need not consult with, or obtain any
consent from, any Indemnifying Party in connection therewith), (ii) the
Indemnifying Party will reimburse the Indemnified Party promptly and
periodically for the costs of defending against the Third Party Claim
(including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying
Party will remain responsible for any Adverse Consequences the Indemnified
Party may suffer resulting from, arising out of, relating to, in the nature of,
or caused by the Third Party Claim to the fullest extent provided in this
Article 10.





10.06 No Waiver. The foregoing indemnification provisions in this Article 10
(including without limitation the provisions of Sections 10.01, 10.02(b) — (g) and 10.03(b) and
(c)) do not (i) waive or affect any claims for fraud or willful misconduct to which Buyer or the
Equity Participants may be entitled, or relieve or limit the liability of any Party from any
liability arising out of or resulting from fraud or willful misconduct in connection with the
Contemplated Transactions and (ii) waive or affect any equitable remedies to which a Party may be
entitled.



10.07 No Right of Contribution. The SAR/Option Holders shall have no right to seek
contribution from JJMA or Buyer with respect to all or any part of the SAR/Option Holders’
indemnification obligations under this Article 10.



ARTICLE 11




GENERAL PROVISIONS




11.01 Expenses. Each of Buyer, JJMA and the Equity Participants will bear their own
costs and expenses (including legal fees and expenses) incurred in connection with this Agreement
and the transactions contemplated hereby; provided, however, that (i) JJMA will bear all of the
costs and expenses of the Equity Participants (including all of their legal fees and expenses)
incurred prior to or upon the Closing in connection with this Agreement and the Contemplated
Transactions (other than any income Tax on any gain resulting from the sale of the JJMA Shares
hereunder) in the event that the Contemplated Transactions are consummated; provided such costs and
expenses are paid prior to or at the Closing and if not so paid, such costs and expenses shall be
borne by the Equity Participants by a reduction of the Supplemental Amount, (ii) the fees of any
filing made under the HSR Act shall be borne by Buyer, and (iii) the fees of the Escrow Agent shall
be borne one-half by Buyer and one-half by JJMA. Without limiting the generality of the foregoing,
all transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance
fees, recording charges and other fees and charges (including any penalties and interest) incurred
in connection with the consummation of the Contemplated Transactions (including any transfer tax
and any similar Tax imposed in other states or subdivisions), shall be paid by JJMA when due, and
JJMA will, at its own expense, file all necessary Tax Returns and other documentation with respect
to all such Taxes, fees and charges, and, if required by applicable Law, the Parties will, and will
cause their Affiliates to, join in the execution of any such Tax Returns and other documentation.



11.02 Public Announcements. Any public announcement or similar publicity with respect
to this Agreement or the Contemplated Transactions will be issued, if at all, at such time and in
such manner as Buyer and the Equity Participants mutually determine, unless otherwise required by
applicable Law. Unless consented to by Buyer in advance or required by Law, prior to the Closing
the Equity Participants shall, and shall cause JJMA to, keep this Agreement strictly confidential
and may not make any disclosure of this Agreement to any Person. Unless consented to by the Equity
Participants in advance or required by Law, prior to the Closing Buyer shall keep this Agreement
strictly confidential and may not make any disclosure of this Agreement to any Person. Buyer and
the Equity Participants will consult with each other concerning the means by which JJMA’s
employees, customers, and suppliers and others having dealings with JJMA will be informed of the
Contemplated Transactions.




11.03 Confidentiality.




	 	(a)	 	Following the Closing the Parties will maintain in confidence,
and will cause their respective directors, officers, employees, agents, and
advisors to maintain in confidence, and not use to the detriment of another
Party any written, oral, or other information obtained in confidence from
another Party in connection with this Agreement or the Contemplated
Transactions, unless (i) such information is already known to such Party or to
others not bound by a duty of confidentiality or such information becomes
publicly available through no fault of such Party, or (ii) such Party is
required to disclose such information by Law or in order to enforce the terms
of this Agreement, in which case such Party will give the applicable Party or
Parties advance notice so as to facilitate seeking a protective order or take
other reasonable actions to preserve the confidentiality of such information.
The Confidentiality Agreement, dated April 21, 2004, between Buyer and JJMA
(the “Confidentiality Agreement”) shall continue to apply in full force and
effect in accordance with the terms thereof until the Closing, whereupon such
Confidentiality Agreement shall terminate.






	 	(b)	 	If the Contemplated Transactions are not consummated, each
Party will return or destroy as much of such written information as the other
applicable Party or Parties may reasonably request. Whether or not the Closing
takes place, the Equity Participants waive, and will upon Buyer’s request cause
JJMA to waive, any cause of action, right, or claim arising out of the access
of Buyer or its Representatives to any trade secrets or other confidential
information of JJMA except for the intentional competitive misuse by Buyer of
such trade secrets or confidential information.





11.04 Notices. All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (i) delivered by hand
(with written confirmation of receipt), (ii) sent by telecopier (with written confirmation of
receipt), provided that a copy is mailed by registered mail, return receipt requested, or (iii)
when received by the addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier numbers set forth
below (or to such other addresses and telecopier numbers as a party may designate by notice to the
other parties):



	 	 	 	 	 
	JJMA:
	 	John J. McMullen Associates, Inc.

	 
	 	70 Wood Avenue, South
	 
	 	Third Floor

	 
	 	Iselin, NJ 08830

	 
	 	Attention:  Anthony Serro

	 
	 	Tel:  732-767-5600

	 
	 	Fax: 732-767-5650

	with a copy to:
	 	McDermott, Will & Emery LLP
	 
	 	600 13th St. NW
	 
	 	Washington, DC 20005

	 
	 	Attention:  Luis Granados, Esq.

	 
	 	Tel:  202-756-8341

	 
	 	Fax: 202-756-8087

	Seller/Seller Trustee
	 	John J. McMullen, Inc. Employee Stock

	Ownership Trust

	 	c/o Marshall and Ilsley Trust Company, N.A.
	 
	 	1000 N. Water Street
	 
	 	12th Floor
	 
	 	Milwaukee, WI  53202

	 
	 	Attention:  Forrest Dupre

	 
	 	Tel:  414-287-7270

	 
	 	Fax:  414-287-7125

	with a copy to:
	 	Michael Wieber, Esq.

	 
	 	c/o Marshall and Ilsley Trust Company, N.A.
	 
	 	1000 N. Water Street
	 
	 	12th Floor
	 
	 	Milwaukee, WI  53202

	 
	 	Tel:  414-287-7122

	 
	 	Fax:  414-287-7125

	Equity Participant Representative:
	 	Anthony Serro

	 
	 	5 Doreen Court
	 
	 	Edison, New Jersey 08820

	 
	 	Tel: 732- 494-6780

	Buyer:
	 	Alion Science and Technology Corporation

	 
	 	1750 Tysons Boulevard
	 
	 	Suite 1300

	 
	 	McLean, VA 22102

	 
	 	Attention:  James Fontana, Esq.

	 
	 	Tel: 703-369-3499

	 
	 	Fax: 703-734-6901

	with a copy to:
	 	Holland & Knight LLP









2099 Pennsylvania Avenue, NW


Suite 100


Washington, DC 20006


Attention: William J. Mutryn, Esq.


Tel: 202-955-3000


Fax: 202-955-5564



11.05 Further Assurances. The Parties agree (i) to furnish upon request to each other
such further information, (ii) to execute and deliver to each other such other documents, and (iii)
to do such other acts and things, all as the other Parties may reasonably request for the purpose
of carrying out the intent of this Agreement and the documents referred to in this Agreement.
Buyer on the one hand and Seller and the Option Holders on the other hand shall each provide such
information as is in their possession to provide adequate assurances that Buyer will acquire good
title to the JJMA Shares and Seller will acquire good title to the Buyer Shares, respectively, at
Closing, free and clear of all Encumbrances and all other claims or contests (potential or
otherwise).



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



11.07 Entire Agreement and Modification. This Agreement supersedes all prior
agreements (other than as provided in Section 11.03 with respect to the Confidentiality Agreement)
among the Parties with respect to its subject matter, including the Letter of Intent by and among
Buyer, JJMA, P. Thomas Diamant and Anthony Serro dated January 11, 2005, and constitutes (along
with the documents referred to in this Agreement) a complete and exclusive statement of the terms
of the agreement between the Parties with respect to its subject matter. This Agreement may not be
amended except by a written agreement executed by the Party to be charged with the amendment.



11.08 Disclosure Schedules. In the event of any inconsistency between the statements
in the body of this Agreement and those in the Buyer or JJMA Disclosure Schedules (other than an
exception to a representation or warranty contained herein explicitly contemplated by such
representation or warranty to be set forth on the Buyer or JJMA Disclosure Schedules), the
statements in the body of this Agreement will control.



11.09 Assignments, Successors, and No Third-Party Rights. No Party may assign any of
its rights under this Agreement without the prior consent of the other Parties, except that Buyer
may assign any of its rights under this Agreement to any Subsidiary or Affiliate of Buyer; provided
that, in the event of such assignment, Buyer shall remain liable for its obligations hereunder.
Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon,
and inure to the benefit of the successors, legal representatives, and permitted assigns of the
Parties. Nothing expressed or referred to in this Agreement will be construed to give any Person
other than the Parties to this Agreement (and the Buyer Indemnitees and Equity Participant
Indemnitees as set forth in Article Ten hereof) any legal or equitable right, remedy, or claim
under or with respect to this Agreement or any provision of this Agreement. Except as set forth in
Article Ten with respect to the rights of the Buyer Indemnities and the Equity Participant
Indemnitees, this Agreement and all of its provisions and conditions are for the sole and exclusive
benefit of the Parties to this Agreement and their successors, legal representatives, and assigns.



11.10 Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only
in part or degree will remain in full force and effect to the extent not held invalid or
unenforceable.



11.11 Article and Section Headings, Construction. The headings of Articles and
Sections in this Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to “Article,” “Articles,” “Section” or “Sections” refer to the
corresponding Article, Articles, Section or Sections of this Agreement. All words used in this
Agreement will be construed to be of such gender or number as the circumstances require. Unless
otherwise expressly provided, the word “including” does not limit the preceding words or terms.



11.12 Time of Essence. With regard to all dates and time periods set forth or
referred to in this Agreement, time is of the essence.



11.13 Governing Law and Jurisdiction; Waiver of Jury Trial. This Agreement shall be
governed by and construed in accordance with the domestic laws of the Commonwealth of Virginia
without giving effect to any choice or conflict of law provision or rule (whether of the
Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the Commonwealth of Virginia. The Parties hereto waive trial by jury
on all issues.



11.14 Counterparts. This Agreement may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.



11.15 Incorporation of Exhibits and Schedules. The Exhibits and Schedules identified
in this Agreement are incorporated herein by reference and made a part hereof.




11.16 Equity Participant Representative.



(a) By the execution and delivery of this Agreement, each Equity Participant hereby
irrevocably constitutes and appoints Anthony Serro as the true and lawful agent and
attorney-in-fact (the “Equity Participant Representative”) of such Equity Participant, with full
powers of substitution to act in the name, place and stead of the Equity Participants, with respect
to the performance on behalf of the Equity Participants following the Closing under the terms and
provisions of this Agreement, as the same may be from time to time amended, and to do or refrain
from doing all such further acts and things, and to execute all such documents on behalf of the
Equity Participants, as the Equity Participant Representative shall deem necessary or appropriate
in connection with any of the transactions contemplated under this Agreement, including:




(i) to act for the Equity Participants under the Escrow Agreement; and



(ii) to act for the Equity Participants with respect to the determination of Actual Net
Working Capital and the Actual Supplemental Amount pursuant to Section 2.08 hereof



(iii) to act for the Equity Participants with respect to efforts to obtain Unobtained Lease
Consents following the Closing pursuant to Section 11.17 hereof;



(iv) to employ and obtain the advice of legal counsel, accountants and other professional
advisors as the Equity Participant Representative, in his sole discretion, deems necessary or
advisable in the performance of his duties as the Equity Participant Representative and to rely on
their advice and counsel;



(v) to incur expenses (to be paid by the Equity Participants), including fees of attorneys,
accountants, bankers, and other professional advisors incurred following the Closing related to the
Contemplated Transactions, and any other fees and expenses allocable or in any way relating to such
Contemplated Transactions; and



(vi) to do or refrain from doing any further act or deed on behalf of the Stockholders and the
holders of the Options, if any, which the Equity Participant Representative deems necessary or
appropriate in his sole discretion relating to the subject matter of this Agreement as fully and
completely as any of the Equity Participants, could do if personally present and acting.



(b) The appointment of the Equity Participant Representative shall be deemed coupled with an
interest and shall be irrevocable, and any other Person may conclusively and absolutely rely,
without inquiry, upon any actions of the Equity Participant Representative as the acts of the
Equity Participants, if any, hereunder appointing the Equity Participant Representative in all
matters referred to in this Agreement. Each of the Equity Participants appointing the Equity
Participant Representative hereby ratifies and confirms all that the Equity Participant
Representative shall do or cause to be done by virtue of such Equity Participant Representative’s
appointment as Equity Participant Representative of the Equity Participants. The Equity
Participant Representative shall act for the Equity Participants appointing the Equity Participant
Representative on all of the matters set forth in this Agreement in the manner the Equity
Participant Representative believes to be in the best interest of the Equity Participants, but the
Equity Participant shall not be responsible to the Equity Participants for any loss or damage that
the Equity Participants may suffer by reason of the performance by the Equity Participant
Representative of such Equity Participant Representative’s duties under this Agreement, other than
loss or damage arising from the gross negligence, willful misconduct or fraud in the performance of
such Equity Participant Representative’s duties under this Agreement.



(c) The Equity Participants do hereby jointly and severally agree to indemnify and hold the
Equity Participant Representative harmless from and against any and all Adverse Consequences
(including without limitation attorneys’ fees) reasonably incurred or suffered as a result of the
performance of such Equity Participant Representative’s duties under this Agreement, except for any
such liability arising out of the gross negligence, willful misconduct or fraud of the Equity
Participant Representative.



(d) Each Equity Participant hereby waives any and all claims against Buyer and JJMA based upon
the actual or alleged lack of authorization by such Equity Participant of the actions of the Equity
Participant Representative in reliance on the authority of the Equity Participant Representative
hereunder.



11.17 Unobtained Lease Consents. Following the Closing, Buyer shall use its
reasonable best efforts to obtain all Unobtained Lease Consents. In the event that it is
reasonably likely that Buyer will suffer Adverse Consequences with respect to such Unobtained Lease
Consents, Buyer shall notify the Equity Participant Representative within two (2) business days of
the date such Adverse Consequences become reasonably likely, and shall permit the Equity
Participant Representative to participate in the efforts to obtain such Unobtained Lease Consents.
In the event that Buyer suffers any Adverse Consequences with respect to any Unobtained Lease
Consents prior to the date on which any payment is made to the Equity Participants under Section
2.08(e)(i) hereof, Buyer shall set-off the amount of such Adverse Consequences against such
payment, and the balance of such Adverse Consequences, if any, shall be paid to Buyer in accordance
with Section 10.02 hereof.



(This space left blank intentionally.)






2






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



	 	 	 
	ALION SCIENCE AND TECHNOLOGY JOHN J. McMULLEN ASSOCIATES,
	CORPORATION	 	INC.
	By: /s/ John M. Hughes

	 	By: /s/ P. Thomas Diamant
	 

	 	 
	John M. Hughes

Its: Senior Vice President

and Chief Financial Officer

	 	P. Thomas Diamant

Its: President










MARSHALL & ILSLEY TRUST COMPANY N.A. (AS SUCCESSOR IN INTEREST TO MARSHALL & ILSLEY TRUST COMPANY
OF ARIZONA),


AS TRUSTEE OF THE JOHN J. McMULLEN ASSOCIATES, INC.


EMPLOYEE STOCK OWNERSHIP TRUST



By: /s/ Forrest Dupre




	 	 	 	Forrest Dupre

Its: Vice President





SAR/OPTION HOLDERS:



By: /s/ P. Thomas Diamant


Name: P. Thomas Diamant



By: /s/ Anthony Serro


Name: Anthony Serro



By:/s/ David Hanafourde


Name: David Hanafourde



3




TABLE OF CONTENTS




Page




	 	 	 
	EXECUTION VERSION	 	 
	STOCK PURCHASE AGREEMENT	 	 
	RECITALS	 	 
	AGREEMENT	 	 
	ARTICLE 1 DEFINITIONS	 	 
	ARTICLE 2 PURCHASE AND SALE OF STOCK; CLOSING
	2.01

2.02

2.03

2.04

2.05

2.06

2.07

2.08

2.09

	 	Sale and Purchase of Shares.

Payments to Seller and Option Holders.

Cancellation and Payment for SARs

Closing Purchase Price Certificate

Closing.

Closing Obligations.

Buyer KSOP.

JJMA Net Working Capital and Supplemental Amount.

Establishment of Escrow Fund







	 	 	 
	ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF JJMA AND SELLER
	3.01

3.02

3.03

3.04

3.05

3.06

3.07

3.08

3.09

3.10

3.11

3.12

3.13

3.14

3.15

3.16

3.17

3.18

3.19

3.20

3.21

3.22

3.23

3.24

3.25

3.26

3.27

3.28

3.29

3.30

3.31

3.32

3.33

3.34

3.35

3.36

	 	Organization and Good Standing.

Authority; No Conflict.

Ownership.

Financial Statements.

Books and Records.

Title to and Sufficiency of Assets; Encumbrances.

Condition of Assets.

Accounts Receivable.

Brokers or Finders.

No Undisclosed Liabilities.

Taxes.

No Material Adverse Effect.

Employee Benefits.

Compliance with Law; Governmental Authorizations.

Legal Proceedings; Orders.

Absence of Certain Changes and Events.

Contracts; No Defaults.

Insurance.

Environmental and Maritime Matters.

Employees and Contractors.

Intellectual Property.

Certain Payments.

Relationships with Related Persons.

No Subsidiaries.

Investment Intent and Accredited Investor.

Insolvency Proceedings.

No Other Agreement To Sell.

Bank Accounts.

Suppliers and Customers.

Disclosure.

Organizational Conflicts of Interest. To the Knowledge of JJMA, in

Government Audits.

Export/Import Compliance

Government Contracts.

Defense Articles, Defense Services and Technical Data

JJMA ESOP








	 	3.37	 	Certain International Business Practices and International Trade Laws and
Regulations.	 





	 	 	 
	ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER
	4.01

4.02

4.03

4.04

4.05

4.06

4.07

4.08

4.09

4.10

4.11

4.12

4.13

4.14

	 	Organization and Good Standing.

Authority; No Conflict.

Capitalization.

Brokers or Finders.

Taxes.

No Material Adverse Effect.

Employee Benefits.

Compliance with Law; Governmental Authorizations.

Legal Proceedings; Orders.

Investment Intent and Accredited Investor.

Reports and Financial Statements.

Absence of Certain Changes and Events.

No Undisclosed Liabilities.

Contracts; No Defaults







ARTICLE 5 COVENANTS OF JJMA AND THE EQUITY PARTICIPANTS PRIOR TO CLOSING DATE



	 	 	 
	5.01

5.02

5.03

5.04

5.05

5.06

	 	Access and Investigation.

Operation of the Business of JJMA.

Negative Covenants.

Required Approvals.

Notification.

No Negotiation.







	 	 	 
	ARTICLE 6 COVENANTS OF BUYER PRIOR TO CLOSING DATE
	6.01

6.02

6.03

6.04

6.05

	 	Access and Investigation.

Disclosure Regarding Operation of the Business of Buyer and its Subsidiaries.

Required Approvals.

Notification.

Best Efforts.







	 	 	 
	ARTICLE 7 CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE
	7.01

7.02

7.03

7.04

7.05

7.06

7.07

7.08

7.09

7.10

7.11

7.12

	 	No Material Adverse Effect

Covenants.

Consents.

Additional Documents.

No Proceedings.

No Claim Regarding Stock Ownership of JJMA Shares.

Employment Agreements.

Certain Payments.

Indebtedness.

Termination of Existing Employment Agreements.

Exercise of Stock Options.

JJMA ESOP and 401(K) Plan.







ARTICLE 8 CONDITIONS PRECEDENT TO EQUITY PARTICIPANTS’ OBLIGATION TO CLOSE



	 	 	 
	8.01

8.02

8.03

8.04

8.05

8.06

8.07

8.08

	 	No Material Adverse Effect

Covenants.

Consents.

Additional Documents.

No Proceedings.

No Claim Regarding Stock Ownership of Buyer Shares.

Employment Agreements.

Exercise of Stock Options







	 	 	 
	ARTICLE 9 TERMINATION	 	 
	9.01

9.02

	 	Termination Events.

Effect of Termination.







	 	 	 
	ARTICLE 10 INDEMNIFICATION
	10.01

10.02

10.03

10.04

10.05

10.06

10.07

	 	Survival.

Indemnification Provisions for the Benefit of Buyer

Indemnification Provisions for the Benefit of Equity Participants

Materiality

Third Party Claims.

No Waiver.

No Right of Contribution.







	 	 	 
	ARTICLE 11 GENERAL PROVISIONS
	11.01

11.02

11.03

11.04

11.05

11.06

11.07

11.08

11.09

11.10

11.11

11.12

11.13

11.14

11.15

11.16

11.17

	 	Expenses.

Public Announcements.

Confidentiality.

Notices.

Further Assurances.

Waiver.

Entire Agreement and Modification.

Disclosure Schedules.

Assignments, Successors, and No Third-Party Rights.

Severability.

Article and Section Headings, Construction.

Time of Essence.

Governing Law and Jurisdiction; Waiver of Jury Trial.

Counterparts.

Incorporation of Exhibits and Schedules.

Equity Participant Representative.

Unobtained Lease Consents.
	 
	 	 







4




Exhibits




	 	 	 
	Exhibit A

Exhibit B

Exhibit C

Exhibit D

Exhibit E

Exhibit F-1

Exhibit F-2

	 	Buyer Disclosure Schedules

Equity Proportions of Equity Participants

Form of Escrow Agreement

JJMA Disclosure Schedules

Form of Rights Termination Agreement

Form of Diamant Employment Agreement

Form of Serro Employment Agreement







Exhibit G-1 Opinions to be rendered by McDermott, Will & Emery LLP, counsel to JJMA


Exhibit G-2 Opinions to be rendered by counsel to Seller


Exhibit H Form of Non-Competition, Non-Solicitation and Non-Disclosure Agreement



	 	 	 
	Exhibit I

Exhibit J-1

Exhibit J-2

Exhibit J-3

Exhibit K-1

Exhibit K-2

Exhibit K-3

Exhibit L

	 	Form of Retention Agreement

Form of Diamant/Serro Release

Form of Hanafourde Release

Form of d’Arcy Release

Opinions to be rendered by Holland & Knight LLP, counsel to Buyer

Opinions to be rendered by Seyfarth Shaw LLP, counsel to Buyer KSOP

Opinions to be rendered by Baker & McKenzie, counsel to Buyer

Weighted SAR Shares
	 
	 	 








5