** **

**Exhibit 2.1**

**SHARE PURCHASE AGREEMENT**

**THISSHARE PURCHASE AGREEMENT** (this “Agreement”) is enteredinto as of this 23rd day of May, 2007, by and among (i) SI International, Inc.,a Delaware corporation (the “Buyer”), (ii) LOGTEC, INC., an Ohiocorporation (the “Company”), (iii) JOLENE MYNHIER, (iv) MEREDITH H.MYNHIER, (v) JOHN M. NOWAK and (vi) the Persons listed on Schedule1 hereto.  Each Person named in (ii)through (vi) above is referred to herein individually as a “Seller Party”and collectively as the “Seller Parties.”  Each Person named in (iii) through (vi) aboveis referred to herein individually as a “Seller” and collectively as the“Sellers.”  Each Person named in(vi) above is referred to herein individually as a “Shareholder” andcollectively as the “Shareholders.” The Buyer, the Company and the Sellers are referred to hereinindividually as a “Party” and collectively as the “Parties.”  The capitalized terms used herein and nototherwise defined herein have the meanings given to such terms as set forth in AppendixA hereto.

**WHEREAS**,the Shareholders are the record and beneficial owners of all of the issued andoutstanding capital shares and other equity securities of the Company;

**WHEREAS**,the Sellers caused the Shareholders to be formed for estate planning purposesto hold certain assets, including the capital shares of the Company, on theirbehalf;

**WHEREAS**,upon the terms and subject to the conditions set forth herein, the Buyerdesires to purchase from the Shareholders and the Shareholders desire to sellto the Buyer all of the issued and outstanding capital shares and other equitysecurities of the Company (the “Share Purchase”).

**NOW,THEREFORE**, in consideration of the premises and the mutualpromises herein made, and in consideration of the representations, warranties,and covenants herein contained, the Parties agree as follows:

# **ARTICLE IPURCHASE AND SALE OF SHARES**

## 1.1           SharePurchase.  On the terms and subjectto the conditions of this Agreement, for the consideration specified in Section1.2, the Buyer agrees to purchase from each of the Shareholders, and each ofthe Shareholders agrees to sell to the Buyer, the Shares, free and clear of allEncumbrances, which Shares collectively constitute and shall constitute as ofthe Closing Date all of the issued and outstanding shares of the capital sharesof the Company.

## 1.2           PurchasePrice.  The purchase price for theShares (the “Purchase Price”) shall be Fifty-Nine Million Dollars($59,000,000), subject to the terms and conditions set forth herein, including,without limitation, the Purchase Price adjustments contemplated by ArticleI.  The Purchase Price less theamount to be escrowed pursuant to Section 1.3 hereof (the “Closing Payment”)shall be paid by the Buyer to the Shareholders at the Closing in cash by thedelivery to the Shareholders of immediately available funds in the respectivepercentages set forth on Schedule 1.2 next to each Shareholder’s name.

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## 1.3           Escrow.  On theClosing Date, the Sellers, the Buyer and Branch Banking and Trust Company (the “Escrow Agent”),shall enter into an Escrow Agreement in the form attached hereto as Exhibit A(the “Escrow Agreement”).  The Buyer shall withhold Five MillionNine Hundred Thousand Dollars ($5,900,000)(the “Escrow Deposit”) from the Purchase Price and deposit such amountinto escrow pursuant to the terms of the Escrow Agreement.  Notwithstanding any provisions of this Agreement tothe contrary, the Escrowed Funds will secure the payment of (a) the PurchasePrice adjustments, if any, pursuant to Section 1.4 and (b) the indemnityobligations of the Sellers pursuant to Section 6.6 and Article IX.

## 1.4           PurchasePrice Adjustments.

### (a)           Atleast three (3) business days prior to the Closing, the Company and the Buyershall finalize an Estimated Balance Sheet. The Closing Payment to be paid at the Closing shall be reduced by thefollowing amounts, if any, as set forth on the Estimated Balance Sheet: (i) theamount of any Indebtedness for Borrowed Money and (ii) the amount of anyNon-Ordinary Course Liabilities.  TheClosing Payment to be paid at Closing shall also be reduced by the amount ofthe Estimated Working Capital Deficit, if any, or increased by the amount ofthe Estimated Working Capital Surplus, if any. Such adjustments shall be referred to herein collectively as the “EstimatedAdjustment.”  The EstimatedAdjustment shall be determined without regard to the limitations set forth inSections 9.4 and 9.5 hereof.

### (b)           Atleast two (2) business days prior to the Closing, the Parties shall agree upona flow of funds memorandum which shall set forth all payments required to bemade by or on behalf of all Parties at the Closing, including for each suchpayment an identification of the payor, the payee, the amount and the wiretransfer information.

### (c)           Withinninety (90) days following the Closing Date, the Buyer shall furnish theSellers’ Representative with a Closing Balance Sheet, which shall set forth theIndebtedness for Borrowed Money, the Non-Ordinary Course Liabilities and theClosing Working Capital, and a schedule based upon the Closing Balance Sheetsetting forth any adjustments to the Estimated Adjustment (collectively, the “ClosingAdjustment”).  The Sellers’Representative shall assist the Buyer in the preparation of the Closing BalanceSheet if reasonably requested by the Buyer.

### (d)           TheSellers’ Representative shall have a period of twenty (20) days after receiptof the Closing Balance Sheet to notify the Buyer of its election to accept orreject the Closing Balance Sheet.  In thecase of a rejection, such notice must contain the reasons for such rejection inreasonable detail and must set forth the amount of the requestedadjustment.  In the event no notice isreceived by the Buyer during such twenty (20) day period, the Closing BalanceSheet and any required adjustments resulting therefrom shall be deemed acceptedby the Sellers’ Representative and final and binding on the Partieshereto.  In the event that the Sellers’Representative shall timely reject the Closing Balance Sheet, the Buyer and theSellers’ Representative shall promptly (and in any event within thirty (30)days following the date upon which the Sellers’ Representative shall reject theClosing Balance Sheet), attempt to make a joint determination of the ClosingAdjustment and such determination and any required adjustments resultingtherefrom shall be final and binding on the Parties hereto.

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### (e)           Inthe event the Sellers’ Representative and the Buyer shall be unable to agreeupon a joint determination of the Closing Adjustment within one hundred forty(140) days from the Closing Date, then within one hundred fifty (150) daysfrom the Closing Date, the Buyer and the Sellers’ Representative shall submitthe dispute to the Accounting Firm.  TheBuyer and the Sellers’ Representative shall request that the Accounting Firmrender its determination prior to the expiration of two hundred ten (210) daysfrom the Closing Date and such determination and any required adjustmentsresulting therefrom shall be final and binding on all the Parties hereto.  The fees and expenses of the Accounting Firmshall be allocated to be paid by the Buyer and/or the Sellers, respectively,based upon the percentage which the portion of the contested amount not awardedto each party bears to the amount actually contested by such party, asdetermined by the Accounting Firm.

### (f)            Ifthe Closing Adjustment as finally determined in accordance with the provisionsof this Section 1.4 is in the Buyer’s favor, the amount thereof shall be paidas an adjustment to the Purchase Price by the Sellers to the Buyer by wiretransfer in immediately available funds within seven (7) days after suchdetermination.  If the Closing Adjustmentas finally determined in accordance with the provisions of this Section 1.4 isin the Shareholders’ favor, the amount thereof shall be paid as an adjustmentto the Purchase Price by the Buyer to the Shareholders by wire transfer inimmediately available funds within seven (7) days after suchdetermination.  If either Party does notso pay to the other Party by the due date, such amounts shall be deemed Damagesunder Article IX hereof, which shall be paid in full without regard to thelimitations set forth in Sections 9.4 and 9.5 hereof.

### (g)           TheBuyer shall make the work papers and back-up materials used in preparing theClosing Balance Sheet and Closing Adjustment, and the books, records, andfinancial staff of the Company, available to the Sellers’ Representative andhis accountants and other representatives at reasonable times and uponreasonable notice at any time during (i) the review by the Sellers’Representative of the Closing Balance Sheet and Closing Adjustment for purposesof such review and (ii) the resolution by the Parties of any objectionsthereto for purposes of such resolution; provided, that no such access shallunreasonably interfere with the operations or business of the Buyer or itsAffiliates or their respective Representatives.

# **ARTICLEIICLOSING**

## 2.1           Timeand Place of the Closing.  TheClosing shall take place at the offices of Morrison &Foerster LLP, 1650 Tysons Boulevard, Suite 400, McLean, Virginia, assoon as practicable following the satisfaction or waiver of the conditions setforth in Articles VII and VIII hereof and in any event within three (3)business days thereafter, or on such other date as the Buyer and the Sellers’Representative may mutually determine.

## 2.2           Deliveries.  At the time of the Closing, (a) each of theSeller Parties shall deliver to the Buyer the various certificates,instruments, and documents referred to in Section 7.8 below, (b) theBuyer shall deliver to the Shareholders the Closing Payment as set forth inSection 1.2 above and (c) the Buyer shall deliver to the Sellers thecertificates, instruments and documents referred to in Section 8.4 below.

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## 2.3           Sellers’Representative.

### (a)           EachSeller designates John M. Nowak as such Seller’s representative (the “Sellers’Representative”) for purposes of this Agreement.  The Sellers and their respective successorsshall be deemed to have approved, and shall be bound by, any and all actionstaken by the Sellers’ Representative on their behalf under or otherwiserelating to this Agreement and the transactions contemplated hereunder as ifsuch actions were expressly ratified and confirmed by each of them.  In the event the Sellers’ Representative isunable or unwilling to serve or shall resign, a successor Sellers’Representative shall be selected by the holders of a majority of the Sharesoutstanding immediately prior to the Closing. A Sellers’ Representative may not resign, except upon 30 days priorwritten notice to Buyer.  In the event ofa notice of proposed resignation, or any death, disability or other replacementof a Sellers’ Representative, a successor shall be appointed effectiveimmediately thereafter (and, in the case of death of a Sellers’ Representative,the executor or other representative of such Sellers’ Representative’s estateshall be deemed to be the successor) and Buyer shall be notified promptly ofsuch appointment by the successor Sellers’ Representative.  No resignation, nor any other replacement, ofany Sellers’ Representative is effective against the Buyer until selection of asuccessor and prior written notice to the Buyer of such selection.  Each successor Sellers’ Representative shallhave all the power, rights, authority and privileges hereby conferred upon theoriginal Sellers’ Representative.

### (b)           TheBuyer shall be entitled to rely upon any communication or writings given orexecuted by the Sellers’ Representative on behalf of the holders of theShares.  All communications or writingsto be sent to the holders of the Shares pursuant to this Agreement may beaddressed to the Sellers’ Representative and any communication or writing sosent shall be deemed notice to all of the holders of the Shares hereunder.  The holders of the Shares hereby consent andagree that the Sellers’ Representative is authorized to accept deliveries,including any notice, on behalf of each holder of Shares pursuant hereto.

### (c)           TheSellers’ Representative is hereby appointed and constituted the true and lawfulattorney-in-fact of each Seller, with full power of substitution in such Seller’sname and on such Seller’s behalf to act according to the terms of thisAgreement and the other documents contemplated hereby in the absolutediscretion of the Sellers’ Representative; and in general to do all things andto perform all acts including, without limitation, executing and delivering allagreements, certificates, receipts, instructions, notices and other instrumentscontemplated by or deemed advisable in connection with this Agreement,including without limitation Article IX hereof and the other documentscontemplated hereby.  This power ofattorney and all authority hereby conferred is granted subject to the interestof the other Sellers hereunder and in consideration of the mutual covenants andagreements made herein, and shall be irrevocable and shall not be terminated byany act of any Seller, by operation of law, whether by such Seller’s death,disability or by any other event.

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# **ARTICLEIIIREPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY**

As amaterial inducement to the Buyer to enter into this Agreement and to consummatethe transactions contemplated hereby, the Company and each of the Sellers,jointly and severally, represent and warrant to the Buyer, as of the datehereof and as of the Closing, as follows:

## 3.1           Organizationand Corporate Power.  The Company isa corporation duly organized, validly existing and in good standing under thelaws of the State of Ohio.  The Companyis duly qualified, registered or authorized to conduct business and is in goodstanding under the laws of each jurisdiction where the nature of its activitiesmakes such qualification necessary, except where the lack of suchqualification, registration or authorization would not have a Material AdverseEffect.  All such jurisdictions in whichthe Company is qualified are set forth on Schedule 3.1.  The Company has full corporate power andauthority necessary to own and operate its properties, to conduct its businessas now conducted and presently proposed to be conducted and to perform itsobligations under Contracts to which it is a party or by which it isbound.  The copies of the Company’sArticles of Incorporation and Code of Regulations, which have been furnished tothe Buyer, reflect all amendments made thereto at any time prior to the date ofthis Agreement and are correct and complete. The books of account, share records, minute books and other records ofthe Company are accurate, up-to-date and complete in all materialrespects, and have been maintained in accordance with prudent businesspractices and all applicable Laws.  TheCompany has not taken any corporate action without the approval or ratificationof the directors or shareholders where such action required the approval of thedirectors or shareholders under the corporate law of the Company’s state ofincorporation, the Company’s Articles of Incorporation or Code of Regulationsor the Buy-Sell Agreement.  The Companyis not in default under or in violation of any provision of its Articles ofIncorporation or Code of Regulations or the Buy-Sell Agreement or anyresolution adopted by the Company’s shareholders or directors.  The Company has not conducted any businessunder or otherwise used, for any purpose or in any jurisdiction, any fictitiousname, assumed name, trade name or other name, other than the names set forth onSchedule 3.1.

## 3.2           Authorityfor Agreement.  The Company has fullpower, authority and legal right to enter into and perform its obligationsunder this Agreement and the other documents contemplated hereby to which theCompany is or will be a party and to consummate the transactions contemplatedhereby and thereby.  The directors of theCompany and the shareholders of the Company have unanimously authorized theexecution, delivery and performance of its obligations under this Agreement andthe other documents contemplated hereby and the consummation of thetransactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are necessaryto approve and authorize the execution, delivery and performance of itsobligations under this Agreement and the other documents contemplated herebyand the consummation of the transactions contemplated hereby and thereby.  This Agreement and the other documentscontemplated hereby to which the Company is or will be a party have been dulyexecuted and delivered by the Company and are legal, valid and binding obligationsof the Company, enforceable against it in accordance with their respectiveterms, except as enforceability may be limited by applicable bankruptcy,insolvency, reorganization, moratorium or other similar laws affecting theenforcement of creditors’ rights in general.

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## 3.3           NoViolation to Result.  Except as setforth on Schedule 3.3, the execution, delivery and performance by theCompany of this Agreement and the other documents contemplated hereby and theconsummation by the Company of the transactions contemplated hereby and therebyand the fulfillment by the Company of the terms hereof and thereof, do not andwill not, directly or indirectly (with or without notice or lapse oftime):  (i) violate, breach,conflict with, constitute a default under, accelerate or permit theacceleration of the performance required by (x) any of the terms of theArticles of Incorporation or Code of Regulations of the Company or anyresolution adopted by the directors of the Company or shareholders of theCompany, or (y) any Contract to which the Company is a party or by which it orits assets are bound, or (z) any Law or other legal requirement of anyGovernment Authority applicable to the Company; (ii) give any Person the rightto declare a default or exercise any remedy or accelerate performance or maturityunder any Contract or cancel, terminate or modify any Contract; (iii) giveany Government Authority or other Person the right to challenge any of thetransactions contemplated by this Agreement; (iv) give any Government Authoritythe right to revoke, withdraw, suspend, cancel, terminate or modify, any permitor license that is held by the Company or that otherwise is used in, necessaryfor or relates to the Company’s business or to any of the assets owned or usedby the Company; or (v) result in the creation or imposition of any Encumbrance,possibility of Encumbrance, or restriction in favor of any Person upon theShares or any of the properties or assets of the Company; except in each of(i)(y) and (ii) above where the violation, breach, conflict, default,acceleration, termination or modification would not be material to theCompany.  Other than as set forth on Schedule3.3, no notice to, filing with, or consent of, any Person is necessary inconnection with, and no “change of control” provision in any Contract orotherwise is triggered by, the authorization, approval, execution, delivery orperformance by the Company of this Agreement and the other documentscontemplated hereby nor the consummation by the Company of the transactionscontemplated hereby or thereby.  TheCompany has given all notices, made all filings and obtained all consents setforth on Schedule 3.3 or will have done so prior to the Closing.

## 3.4           Capitalization.

### (a)           Theauthorized capital shares of the Company consists of 6,000 Company CommonShares, of which 3,000 Company Common Shares have been issued and areoutstanding.  There are no shares held inthe Company’s treasury.  Schedule3.4(a) sets forth the names of the Company’s shareholders, the addresses ofthe Company’s shareholders and the number of shares of Company Common Sharesowned of record and beneficially by each of such shareholders.  The share ledger or share records of theCompany accurately reflect all transactions involving the capital shares andother equity securities of the Company.

### (b)           Allof the issued and outstanding shares of the Company have been duly authorizedand validly issued, and are fully paid and non-assessable.  Except as set forth on Schedule 3.4(b),no restrictions on transfer, repurchase option, right of redemption, preemptiverights, proxies, shareholder agreements, rights of first refusal or otheragreements or rights exist with respect to the shares of the Company, and nosuch rights arise by virtue of or in connection with the transactionscontemplated hereby; and, to the extent permitted by Law, the Sellers and theCompany have waived (or hereby waive) any and all such rights.

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### (c)           Thereis no:  (i) outstanding subscription,option, call, warrant or right (whether or not currently exercisable) to acquireor sell or issue, or otherwise relating to, any shares or other securities ofthe Company; (ii)outstanding security, instrument or obligation that is or may becomeconvertible into or exchangeable for any shares or other securities of theCompany; (iii)Contract under which the Company is or may become obligated to sell orotherwise issue any shares or any other securities; or (iv) condition or circumstance that maygive rise to or provide a basis for the assertion of a claim by any Person tothe effect that such Person is entitled to acquire or receive any shares orother securities of the Company.  Thereare no outstanding share appreciation, phantom share, profit participation orother similar rights with respect to the Company.

### (d)           Allshares of Company Common Shares have been issued in compliance with (i) allapplicable federal and state securities laws and other applicable legalrequirements, and (ii) any pre-emptive rights, rights of first refusal or otherrequirements set forth in applicable contracts. Any shares or other securities repurchased, redeemed or otherwisereacquired by the Company were validly reacquired in compliance with (A) theapplicable provisions of the corporate law of the Company’s state ofincorporation and all other applicable Laws, and (B) any requirements set forthin applicable Contracts.  The Company isnot obligated to redeem or otherwise acquire any of its outstanding shares.

### (e)           TheCompany has no (i) direct or indirect debt, equity or other investment orinterest in any Person or any joint venture or (ii) strategic alliance orteaming agreements with any Person (either pursuant to a written Contract or aContract in the process of being negotiated). The Company has no commitments to contribute to the capital of, make loansto or share losses of, any Person (either pursuant to a written Contract or aContract in the process of being negotiated.

## 3.5           FinancialStatements.

### (a)           Schedule 3.5(a)includes true, complete and correct copies of (i) the Year-End Financials,and (ii) the Interim Financials.  Each ofthe Financial Statements (including in all cases the notes thereto, if any) isaccurate and complete in all material respects, is consistent with the Company’sbooks and records (which, in turn, are accurate and complete in all materialrespects), presents fairly the Company’s financial condition and results ofoperations as of the times and for the periods referred to therein, and hasbeen prepared in accordance with GAAP; provided, however, that the InterimFinancials are subject to normal year-end adjustments (which will not bematerial individually or in the aggregate) and lack footnotes.  During the periods covered by the FinancialStatements and since the Balance Sheet Date, there has been no material changein the Company’s accounting policies. Except as disclosed therein or in Schedule 3.5(a) hereto, thebalance sheets included in the Financial Statements do not reflect any write-upor revaluation increasing the book value of any assets.  There have been no transactions involving thebusiness of the Company which properly should have been set forth in theFinancial Statements and which have not been accurately so set forth.  Schedule 3.5(a) sets forth

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### a list of any off-balance sheet financing arrangements of the Company.  Since December 31, 2002, the Company’saccounting firm has not informed the Company that it has any materialquestions, challenges or disagreements regarding or pertaining to the Company’saccounting policies or practices.  TheCompany has made available to the Buyer copies of each management letter orother letter delivered to the Company by its accounting firm in connection withthe Financial Statements or relating to any review by such accounting firm ofthe internal controls of the Company.

### (b)           Schedule3.5(b) provides an accurate and complete breakdown and aging of allaccounts receivable, notes receivable and other receivables of the Company asof the Balance Sheet Date.  Except as setforth in Schedule 3.5(b), (i) all existing accounts receivable of theCompany (including those accounts receivable reflected on the Balance Sheetthat have not yet been collected and those accounts receivable that have arisensince the Balance Sheet Date and have not yet been collected) represent validobligations of customers of the Company arising from bona fide transactionsentered into in the ordinary course of business and (ii) all such receivablesand all notes receivables and other receivables are current and will becollected in full, without any counterclaim or set off, when due (and in noevent later than ninety (90) days after the Closing Date), net of the allowancefor doubtful accounts set forth on the Balance Sheet.  Except as disclosed on Schedule 3.5(b),no Person has any Encumbrance on such receivables or any part thereof, and noagreement for deduction, free goods, discount or other deferred price orquantity adjustment shall have been made with respect to any such receivables.

### (c)           Schedule3.5(c) identifies the revenues received from each customer of the Companyand from each other Person from whom the Company generated revenues in thefiscal year ended December 31, 2006 and in the first four (4) months of2007.  The relationship of the Companywith each of its customers is a good working relationship consistent with theworking relationship that has existed during the last twelve (12)months.  No customer of the Company hasterminated or threatened in writing to terminate its relationship with theCompany or has during the last twelve (12) months materially decreased, limitedor otherwise changed the terms and conditions for, the purchase of goods orservices from the Company, or threatened in writing to do so, other than anytermination which has occurred in accordance with the terms of the Contractbetween the Company and such customer automatically without any action on thepart of any party thereto and not as a result of a breach of such Contract.

### (d)           Tothe Knowledge of the Seller Parties, the Company maintains a system ofaccounting and internal controls and procedures as are reasonably necessary, inlight of the Company’s size and the nature of its business, to provideassurances that (i) transactions are executed with management’sauthorization; (ii) transactions are recorded as necessary to permitpreparation of the financial statements of the Company and to maintainaccountability for the Company’s assets; (iii) access to the Company’sassets is permitted only in accordance with management’s authorization;(iv) the reporting of the Company’s assets is compared with existingassets at regular internals and appropriate action is taken with respect to anydifferences; (v) accounts, notes and other receivables and inventory arerecorded accurately, and proper and adequate procedures are implemented toeffect the collection thereof on a current and timely basis; and(vi) material information regarding the operations of the Company and itsfinancial condition is accumulated and communicated to the Company’smanagement, including its principal executive and financial officers.  There is no fraud that involves managementor, to the Knowledge of any Seller Party, any Seller or any other employee whohas a significant role in the Company’s internal controls.

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## 3.6           Liabilities.  Except as disclosed on Schedule 3.6,there are no Liabilities of the Company, other than:  (i) liabilities reflected on the BalanceSheet and not previously paid or discharged; and (ii) accounts payable incurredafter the Balance Sheet Date arising in the ordinary course of business andconsistent with past practice.  TheCompany is not a guarantor or otherwise liable for any Liabilities of any otherPerson other than endorsements for collection in the ordinary course ofbusiness.  Schedule 3.6 providesan accurate and complete breakdown and aging as of the Balance Sheet Date of(i) all accounts payable of the Company, (ii) all notes payable of the Companyand (iii) all Indebtedness for Borrowed Money of the Company.

## 3.7           AdverseChanges.  Except as set forth on Schedule3.7, since December 31, 2006, (a) the Company has operated itsbusiness in the ordinary course and consistent with past practices, and (b) theCompany has not: (i) suffered a Material Adverse Effect or any effect, event orchange which individually or in the aggregate would reasonably be expected tohave a Material Adverse Effect;  (ii)become subject to any Liabilities, except Liabilities incurred in the ordinarycourse of business of the Company;  or(iii) taken any action, omitted any action or entered into any agreement orunderstanding which, if taken, omitted or entered into during the period fromthe date of this Agreement until the Closing Date, would constitute a Breach ofSection 6.2 hereof.

## 3.8           EmployeeBenefit Plans.

### (a)           Atrue, correct, and complete list of (i) each Benefit Plan is set forth in Schedule 3.8(a)(i);(ii) each ERISA Affiliate is set forth in Schedule 3.8(a)(ii) and(iii) each fiduciary and party in interest with respect to each Benefit Plan,as applicable, is set forth in Schedule 3.8(a)(iii).  No Benefit Plan is sponsored or maintained byany nominal co-employer.

### (b)           Therehas been delivered to Buyer, with respect to each Benefit Plan disclosed on Scheduled3.8(b) (the “Scheduled Benefit Plans”), the following:  (i) a copy of the annual report (ifrequired under ERISA) with respect to each such Scheduled Benefit Plan for thelast three (3) years (including all schedules and attachments); (ii) acopy of the summary plan description, together with each summary of materialmodification required under ERISA with respect to such Scheduled Benefit Plan;(iii) a true and complete copy of each written Scheduled Benefit Planand,  each written plan document and allamendments thereto which have been adopted since the inception of such plan;(iv) all trust agreements, insurance contracts, and similar instrumentswith respect to each funded or insured Scheduled Benefit Plan; (v) copiesof all nondiscrimination and top-heavy testing reports for the last three (3)plan years with respect to each Scheduled Benefit Plan that is subject tonondiscrimination and/or top-heavy testing; and (vi) any investmentmanagement agreements, administrative services contracts or similar agreementsthat are in effect as of the date hereof relating to the ongoing administrationand investment of any Scheduled Benefit Plan.

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### (c)           EachBenefit Plan (and each related trust, insurance contract or fund) has beenmaintained and administered, and all contributions, premiums or other paymentsdue under the term of each Benefit Plan have been paid, in accordance with itsgoverning instruments and all applicable Laws in all material respects,including but not limited to, ERISA and the Code.  All unpaid amounts attributable to any suchBenefit Plan for any period prior to the Closing Date are accrued on theCompany’s books and records in accordance with GAAP, and except for suchaccruals, the Company has no Liability arising out of or in connection with theform or operation of the Benefit Plans or benefits accrued thereunder on orprior to the Closing Date.

### (d)           EachBenefit Plan intended to qualify under Section 401(a) of the Code and eachtrust intended to qualify under Section 501(a) of the Code is so qualified andhas either received and is entitled to rely upon a favorable determination letteror opinion letter from the IRS with respect to such Benefit Plan as to itsqualified status under the Code, and, to the Knowledge of the Seller Parties,nothing has occurred that could reasonably be expected to adversely affect suchdetermination or opinion.

### (e)           Withrespect to each applicable Benefit Plan, (i) no non-exempt “prohibitedtransaction,” within the meaning of Section 4975 of the Code orSection 406 of ERISA, or any transaction described in Section 406(b) ofERISA, has occurred; (ii) there are no Proceedings pending, or, to theKnowledge of any Seller Party, threatened or anticipated (other than routineclaims for benefits) against any such Benefit Plan or fiduciary thereto oragainst the assets of any such Benefit Plan; (iii) there are no Proceedingspending or, to the Knowledge of any Seller Party, threatened by anyGovernmental Authority with respect to any Benefit Plan; and (iv) there hasbeen no breach of fiduciary duty (including violations under Part 4 of Title Iof ERISA) which has resulted or could reasonably be expected to result inLiability to the Company, its ERISA Affiliates or, to the Knowledge of anySeller Party, any of their respective employees.

### (f)            Benefitsunder each Benefit Plan that is an “employee welfare benefit plan” (within themeaning of Section 3(1) of ERISA), with the exception of any flexible spendingarrangements subject to Sections 125 and 105 of the Code, are providedexclusively through insurance contracts or policies issued by an insurancecompany, health maintenance organization, or similar organization unrelated tothe Company or any ERISA Affiliate, the premiums for which are paid directly bythe Company or any ERISA Affiliate from its general assets or partly from itsgeneral assets and partly from contributions by its employees.  No insurance policy or contract relating toany such Benefit Plan requires or permits retroactive increase in premiums orpayments due thereunder.

### (g)           Neitherthe Company, nor any ERISA Affiliate has ever sponsored, maintained, contributedto, had any obligation to contribute to, or incurred any other Liability underor with respect to any (i) Benefit Plan covered by Title IV of ERISA,Section 302 of ERISA or Section 412 of the Code; (ii) “multiemployerplan” as defined in ERISA Section 3(37); (iii) “multiple employer welfare arrangement” as defined in Section3(40)(A) of ERISA; or (iv) except as set forth on Schedule 3.8(g),Benefit Plan which provides health, life or other coverage for formerdirectors, officers or employees (or any spouse or former spouse or otherdependent thereof), other than benefits required by Section 4980B of the Code, Part 6 ofTitle I of ERISA, or similar provisions of state Law.

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### (h)           Except as set forth on Schedule 3.8(h),all reports, forms and other documents required to be filed with anyGovernmental Authority or furnished to employees with respect to any BenefitPlan (including without limitation, summary plan descriptions, Forms 5500 andsummary annual reports) have been timely filed or furnished and are accurate inall material respects.

### (i)            EachBenefit Plan can be amended, terminated or otherwise discontinued after theClosing Date in accordance with its terms, without liability to the Company,any of its ERISA Affiliates, or Purchaser (other than ordinary administrationexpenses typically incurred in a termination event).

### (j)            Theexecution and delivery by the Company of this Agreement and the consummation ofthe transactions contemplated hereby and thereby, will not conflict with orresult in any violation of or default under (with or without notice or lapse oftime, or both), or give rise to a right of termination, cancellation,modification or acceleration of any obligation or loss of any benefit under anyBenefit Plan, trust or loan that will or may result in any payment (whether ofseverance pay or otherwise), acceleration, forgiveness of indebtedness,vesting, distribution, increase in benefits or obligation to fund benefits withrespect to any employee.

### (k)           Nopayment or benefit, whether under a Benefit Plan, a Contract or otherwise,which will or may be made by the Company or any of its ERISA Affiliates withrespect to any Person resulting from this transaction will be characterized asan “excess parachute payment,” within the meaning of Section 280G(b)(2) of theCode.

### (l)            EachBenefit Plan, employment agreement, or other contract, plan, program,agreement, or arrangement that is a “nonqualified deferred compensation plan”(within the meaning of Section 409(A(d)(1) of the Code) has been operated ingood faith compliance with Section 409A of the Code and the applicableprovisions of IRS Notice 2005-1, Proposed Treasury Regulation §§ 1.409A-1through 1.409A-6, and any subsequent guidance relating thereto; and noadditional tax under Section 409A(a)(1)(B) of the Code has been or isreasonably expected to be incurred by a participant in any such Benefit Plan.

## 3.9           EmployeeMatters.

### (a)           Schedule 3.9(a)(i)contains a complete and correct list of all employees of the Company, theirrespective titles as of the date hereof (the “Company Employees”), the2005 and 2006 compensation paid or payable to each such employee, the date andamount of each such employee’s most recent salary increase, the date ofemployment of each such employee and the accrued vacation time and sick leaveor other paid time off of each such employee. Except as set forth on Schedule 3.9(a)(ii), (i) theterms of employment or engagement of all directors, officers, CompanyEmployees, agents, consultants and professional advisers of the Company aresuch that their employment or engagement may be terminated at will with noticegiven at any time and without Liability for payment of compensation or damages,(ii) there are no severance

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### payments which are or could become payable by the Company to any suchperson under the terms of any oral or written agreement or commitment or anyLaw, custom, trade or practice, (iii) there are no other agreements,contracts or commitments, oral or written, between the Company and any suchperson, (iv) as of the date hereof, except as set forth on Schedule3.9(a)(iii), to the Knowledge of any Seller Party, no executive officer ormaterial number of management level or senior technical employees of theCompany has any plans to terminate his, her or their employment or relationshipwith the Company and (v) to the Knowledge of any Seller Party, there areno agreements between any Company Employee and any other Person which wouldrestrict, in any manner, such Person’s ability to perform services for theCompany or the Buyer or the right of any of them to compete with any Person orthe right of any of them to sell to or purchase from any other Person.

### (b)           TheCompany is not, nor has it ever been, bound by or subject to (and none of theirrespective assets or properties are bound by or subject to) any arrangementwith any labor union or other collective bargaining representative.  No employee of the Company is or has everbeen represented by any labor union or covered by any collective bargainingagreement while employed by the Company and no campaign to establish suchrepresentation is in progress.  Withrespect to the Company, there is no pending or, to the Knowledge of any SellerParty, threatened (i) strike, slowdown, picketing, work stoppage oremployee grievance process, (ii) material charge, grievance proceeding orother claim against or affecting the Company relating to the alleged violationof any law pertaining to labor relations or employment matters, including anycharge or complaint filed by an employee or union with the National LaborRelations Board, the Equal Employment Opportunity Commission or any comparableGovernment Authority, (iii) union organizational activity or other laboror employment dispute against or affecting the Company, or (iv) applicationfor certification of a collective bargaining agent.

### (c)           Exceptas set forth on Schedule 3.9(c), the Company is and has been inmaterial compliance with all applicable laws respecting employment andemployment practices, terms and conditions of employment, and wages and hours,including, without limitation, any such laws regarding employmentdocumentation, equal employment opportunities, fair employment practices, plantclosings and mass layoffs, sexual harassment, discrimination based on sex,race, disability, health status, pregnancy, religion, national origin, age orother tortious conduct, workers’ compensation, family and medical leave, theImmigration Reform and Control Act, and occupational safety and healthrequirements, and the Company has not engaged in any unfair laborpractice.  Except as set forth on Schedule 3.9(c),the Company is not nor has it been liable for the payment of any compensation,damages, taxes, fines, penalties or other amounts, however designated, forfailure to comply with any of the foregoing. All Persons classified by the Company as independent contractors dosatisfy and have satisfied the requirements of law to be so classified, and theCompany has fully and accurately reported its compensation on IRS Forms 1099when required to do so.  No individualwho has performed services for or on behalf of the Company and who has beentreated by the Company as an independent contractor, is classifiable as a “leasedemployee” within the meaning of Section 414(n)(2) of the Code with respectto the Company.

 

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### (d)           Nothird party has claimed, or, to the Knowledge of any Seller Party, has reasonto claim that any person employed by or affiliated with the Company(i) has violated or may be violating any of the terms or conditions of hisemployment, non-competition, non-solicitation or non-disclosure agreement withsuch third party, (ii) has or may have disclosed or utilized any tradesecret or proprietary information or documentation of such third party, or(iii) has interfered or may be interfering in the employment relationshipbetween such third party and any of its present or former employees.  To the Knowledge of any Seller Party, noperson employed by or affiliated with the Company has employed or has proposedto employ any trade secret or any information or documentation proprietary toany former employer or violated any confidential relationship which such personmay have had with any third party, in connection with the development,manufacture or sale of any Product or proposed Product or the development or saleof any service or proposed service of the Company.

### (e)           Schedule3.9(e) lists all the Company Employees who are currently on leave relatingto work-related injuries and/or receiving disability benefits under any BenefitPlan.

## 3.10         Taxes.

### (a)           TheCompany has timely filed all Tax Returns required to have been filed, and allsuch Tax Returns are correct and complete in all respects.  All Taxes required to have been paid by theCompany (whether or not shown on any Tax Return) have been paid on a timelybasis.  The Company has withheld and paidover all Taxes required to have been withheld and paid over, and complied withall information reporting and backup withholding requirements, includingmaintenance of required records thereto, in connection with amounts paid orowing to any employee, creditor, independent contractor, or other thirdparty.  Except as set forth on Schedule3.10(a), no claim has ever been made or can reasonably be expected to bemade by a Government Authority in a jurisdiction where the Company does notfile Tax Returns currently that either are or may be subject to taxation bythat jurisdiction, and the Company has not conducted activities in anyjurisdiction which will require it to pay Taxes or file Tax Returns in suchjurisdiction of a type that it had not filed in the most recently endedpreceding taxable period for which Tax or Tax Returns of such type would be due(as reflected on Schedule 3.10(b)). There are no Encumbrances for Taxes on any of the assets of the Company,other than Encumbrances for Taxes not yet due and payable.

### (b)           Schedule3.10(b) identifies all Tax Returns that the Company has filed and thetaxable period covered by each such Tax Return, and identifies those TaxReturns or periods that have been audited or are currently the subject of anaudit by a Government Authority.  TheCompany has made available to the Buyer complete and accurate copies of all ofthe following materials:

#### (i)            allincome Tax Returns filed by the Company that relate to taxable periods endingafter December 31, 2001;

#### (ii)           allexamination reports relating to Taxes or Tax Returns of the Company issuedsince December 31, 2001 as a result of audits, examinations or assertedfailures to file Tax Returns or pay Taxes;

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#### (iii)          allstatements of Taxes assessed against or agreed to by the Company or any oftheir shareholders with respect to the Company since December 31, 2001 thatwere not shown on Tax Returns filed for therelevant taxable period by the Company orany of its shareholders with respect to the Company before such assessment or agreement and all related correspondence;

#### (iv)          allwritten rulings from, and written agreements with, any Government Authorityrelating to Taxes of the Company or any of its shareholders with respect to theCompany that were either received since December 31, 2001 or would havecontinuing effect in the determination of Taxfor any taxable period for which a Tax Return has not yet been filed bythe Company or any of its shareholders with respect to the Company;

#### (v)           all elections relating to Taxes of the Company or any of its shareholders with respect tothe Company that have been filed by or onbehalf of the Company with anyGovernment Authority (other than elections which are included in or apparentfrom the Tax Returns referred to in (i) above) that would have continuingeffect in the determination of Tax for any taxable period for which aTax Return has not yet been filed by the Company or any of its shareholderswith respect to the Company; and

#### (vi)          tothe extent requested in writing by the Buyer, any other document relating toTaxes or Tax Returns of the Company, or any Seller relating to the Company.

### (c)           Thereis no audit or other proceeding presently pending or threatened with regard toany Tax Liability or Tax Return of the Company or any Seller Party relating tothe Company.  To the Knowledge of anySeller Party, there are no existing circumstances which reasonably may beexpected to result in the assertion of any claim for Taxes against the Companyor any Seller relating to the Company by any Government Authority with respectto any period for which Tax Returns are required to have been filed or Tax isrequired to have been paid.  No issue hasbeen raised by any Government Authority in writing (or to the Knowledge of anySeller Party, otherwise) with respect to Taxes of the Company in any priorexamination which, by application of the same or similar principles, couldreasonably be expected to result in assertion of a Tax underpayment for anyother taxable period of the Company or any Seller Party relating to theCompany.  Neither the Company nor anyperson on behalf of the Company has waived any statute of limitations or agreedto any extension of time that has continuing effect with respect to assessmentor collection of any Tax for which the Company may be held liable.  There is not currently in effect any power ofattorney authorizing any Person to act on behalf of the Company, or receiveinformation relating to the Company, with respect to any Tax matter.

### (d)           The Company has not been abeneficiary of or participated in any “reportable transaction” within themeaning of Treasury Regulations Section 1.6011-4(b)(1) that was, is, or to theKnowledge of any Seller Party will ever be, required to be disclosed underTreasury Regulations Section 1.6011-4. No Tax Return filed by or on behalf of the Company has contained a disclosurestatement under Section 6662 of the Code (or any similar provision of Law), andno Tax Return has been filed by or on behalf of the Company with respect towhich the preparer of such Tax Return advised consideration of inclusion ofsuch a disclosure, which disclosure was not made.

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### (e)           TheCompany is not (nor has it ever been) a party to any Tax sharing agreement, Taxindemnity agreement or similar agreement, and the Company has never assumed theTax Liability of any other Person under contract.  The Company is not nor has it ever been amember of an affiliated group (within the meaning of section 1504(a) of theCode) or similar group of entities with which the Company joined, or was or maybe required to join, for any taxable period in making a consolidated federalincome Tax Return or other Tax Return in which Tax Liability was or would becomputed on a consolidated, combined, unitary or similar basis, and the Companydoes not have nor has it ever had a relationship to any other Person whichwould cause it to be liable for Tax Liability of such other Person, including,without limitation, Tax  payable by reasonof contract, assumption, transferee liability, operation of Law, or TreasuryRegulations Section 1.1502-6(a) (or any predecessor or successor thereof or anyanalogous or similar provision of Law).

### (f)            TheCompany has not been a United States real property holding corporation withinthe meaning of Code Section 897(c)(2) at any time during the applicable periodspecified in Section 897(c)(1)(A)(ii) of the Code.

### (g)           TheCompany has not been either a “distributing corporation” or a “controlledcorporation” within the meaning of Section 355(a)(1)(A) of the Code in adistribution qualifying (or intended to qualify) under Section 355 of the Code(or so much of Section 356 as relates to Section 355).

### (h)           TheCompany has not participated in an international boycott as defined in CodeSection 999.

### (i)            TheCompany has not agreed, nor is the Company required to make, any adjustmentunder Code Section 481(a) by reason of a change in accounting method orotherwise.

### (j)            TheCompany does not have a “permanent establishment” in any foreign country, asdefined in any applicable Tax treaty or convention between the United States ofAmerica and such foreign country, and has not otherwise taken steps orconducted business operations that have exposed, or will expose, it to thetaxing jurisdiction of a foreign country. The Company is in compliance with the terms and conditions of anyapplicable Tax exemptions, Tax agreements or Tax orders of any GovernmentAuthority to which it may be subject or which it may have claimed, and thetransactions contemplated by this Agreement will not have any adverse effect onsuch compliance.

### (k)           Noproperty owned by the Company is (i) property required to be treated as beingowned by another Person pursuant to the provisions of Section 168(f)(8) of theInternal Revenue Code of 1954, as amended and in effect immediately prior tothe enactment of the Tax Reform Act of 1986, (ii) “tax-exempt use property”within the meaning of Section 168(h)(1) of the Code or (iii) “tax-exempt bondfinanced property” within the meaning of Section 168(g) of the Code.

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### (l)            TheCompany has at all times since its incorporation been a “small businesscorporation” within the meaning of Section 1361(b) of the Code and has had ineffect at all times during its existence a valid election under Section 1362(a)of the Code, and has validly been treated in a similar manner for purposes ofthe income tax laws of all states in which it has been subject to taxationwhere such treatment is legally available. The Company has not at any time made any election or filing to betreated as a Subchapter C corporation for state income Tax purposes since itselection under Section 1362(a) of the Code became effective.

### (m)          TheCompany has not had at any time any “net unrealized built-in gain” within themeaning of Section 1374(d) of the Code that would give rise to taxationpursuant to Section 1374 of the Code (or comparable provisions of state law) ifall of the assets of the Company were disposed of as of the Closing Date attheir respective fair market values.  TheCompany has not, in the past 10 years, (i) acquired assets from anotherPerson (and has not been treated or required to be treated for Tax purposes asacquiring assets of a Person by reason of change in Tax status of such Person)in a transaction in which the Company’s federal income Tax basis for theacquired assets is required to have been determined, in whole or in part, byreference to the Tax basis of the acquired assets (or any other property) inthe hands of such transferring Person or (ii) acquired the assets of anyPerson in a transaction or been a party to a reorganization or other in atransaction to which Section 381 of the Code applied, whether by reason ofelection of qualified subchapter S subsidiary status (within the meaning ofSection 1361(b)(3)(B) of the Code) or otherwise; or (iii) become a successor toany Person by reason of any acquisition of a substantial part of the assets ofsuch Person, whether by contract or by operation of Law pursuant to a merger orconsolidation or similar transaction.

### (n)           TheCompany (i) is not a party to any joint venture, partnership or other agreementor arrangement which is treated as a partnership for federal income Taxpurposes, or (ii) does not own any interest in an entity that either is treatedas an entity disregarded as separate from its owner for federal Tax purposes,or is an entity as to which an election pursuant to Treasury RegulationsSection 301.7701-3 has been made.

### (o)           At all times since its formation, (i) the Company hasnot had any outstanding options, contracts, indebtedness or other instrumentsor obligations which could constitute a second class of stock within themeaning of Section 1361(b)(1)(D) of the Code and Treasury Regulations Section1.1361-1(l), (ii) there have been no binding agreements among the Company andits shareholders or other “governing provisions” within the meaning of TreasuryRegulations Section 1.1361-1(l)(2)(i) that had the effect of causing any of theoutstanding shares of the Company to have different per share rights todistribution or liquidation proceeds from any other then outstanding shares,and (iii) all distributions by the Company characterized as made with respectto its shares have been proportional to the ownership of the shares of theCompany outstanding at the time of each such distribution.  Payments made by the Company to persons whoare or were at any time shareholders of the Company, either (i) were madepursuant to a binding agreement with Company (including any binding oral agreement),and the amount payable under such agreement was determined on an arms’ lengthbasis, and to the extent characterized as compensation was paid solely asconsideration for services rendered to the Company, or (ii) were not madepursuant to any binding agreement requiring the Company to make suchpayments.  The Company is not and has notbeen a party to any binding agreement with respect to compensation payable toany Person who is or has been at any time a shareholder of the Company otherthan as set forth on Schedule 3.10(o).

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### (p)           Except as set forth in Schedule3.10(p), any corporate transferor of assets to the Company since theCompany’s formation had in effect at all times since the later of suchtransferor’s incorporation or December 31, 1996, a valid election under Section1362(a) of the Code.  No Seller Partyknows or has reason to believe, after consultation with tax counsel, that thereis any reasonable basis on which the validity of the Company’s status (or suchtransferor’s status) as an S corporation during the period described in thepreceding sentence may be challenged.

## 3.11         Property.

### (a)           TheCompany owns no real property.  Schedule3.11(a) sets forth an accurate and complete list of all real propertyleased by the Company or to which the Company may have any leasehold rights(collectively, the “Facilities”). True, complete and correct copies of all leases of real property listedon Schedule 3.11(a) have been delivered to the Buyer.  Except as otherwise disclosed on Schedule3.11(a), no Person other than the owner of such real property and theCompany, has any rights (including rights arising under an installmentcontract, option to purchase, easement, right-of-way, or otherwise) withrespect to the Facilities or any part thereof. All leases set forth on Schedule 3.11(a) are in full force andeffect and constitute valid and binding agreements of the parties thereto inaccordance with their respective terms.

### (b)           Schedule 3.11(b)sets forth an accurate list of all owned and leased personal property includedon the Balance Sheet and all other personal property owned or leased by theCompany (i) as of the Balance Sheet Date, or (ii) acquired since theBalance Sheet Date, in each case valued in excess of Five Thousand Dollars($5,000), including an indication as to which assets are currently owned, orwere formerly owned, by any current or former Shareholders or Affiliates of theCompany.  True, complete and correctcopies of all leases of personal property and equipment listed on Schedule3.11(b) have been delivered to the Buyer. All of the personal property and equipment listed on Schedule 3.11(b)is in good working order and condition, ordinary wear and tear excepted.  All personal property and equipment used bythe Company is either owned by the Company or leased under an agreement listedon Schedule 3.11(b).  All leasesset forth on Schedule 3.11(b) are in full force and effect andconstitute valid and binding agreements of the Company and the other party orparties thereto in accordance with their respective terms.

### (c)           TheCompany has good and marketable title to all personal property, equipment,lease to the Facility, Contract, Intellectual Property Right and other rights,instruments, privileges and other assets, whether personal, tangible orintangible, that the Company purports to own, including the assets listed on Schedule3.11(b), the assets reflected on the Company Balance Sheet, and the assetsacquired by the Company since the Balance Sheet Date, all of which are free andclear of any and all Encumbrances.  TheCompany’s assets, taken together, are adequate and sufficient for the operationof its business as it is being currently conducted.  There are no facts or conditions affectingthe Company’s assets which could, individually or in the aggregate, reasonablybe expected to interfere in any material respect with the use, occupancy oroperation thereof as currently used, occupied or operated, or their adequacyfor such use.

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## 3.12         Litigation.  Except as set forth on Schedule 3.12,there is no Proceeding pending or, to the Knowledge of any Seller Party,threatened against or affecting the Company or its assets before any court,agency, authority or arbitration tribunal. Except as set forth on Schedule 3.12, the Company has notreceived any opinion or legal advice in writing to the effect that it isexposed from a legal standpoint to any Liability or disadvantage which may bematerial to the business of the Company as previously or presently conducted oras presently proposed to be conducted. To the Knowledge of any Seller Party, there are no facts that wouldlikely result in any such Proceeding. Neither the Company nor any of its officers or other employees issubject to or in default with respect to any notice, order, writ, injunction ordecree of any Government Authority or arbitration tribunal.

## 3.13         Compliancewith Laws.  The Company has compliedat all times and is currently in compliance in all material respects with allLaws and other requirements and policies imposed by any Government Authority,including, but not limited to, the False Claims Act, the anti-fraud provisionsof the Contract Disputes Act, the Anti-Kickback Act, the Federal ElectionCampaign Act, the Sherman Act, the Clayton Act, the Truth in Negotiations Act,the Services Contract Act, the Procurement Integrity Act, the Byrd Amendment(31 U.S.C. § 1352), the Arms Export Control Act, the Export Administration Actof 1979, as amended, the Laws under the administration of the Office of ForeignAsset Control, and any and all applicable privacy Laws. ,   Neither the Company, nor any Seller, nor anyof the employees, partners, principals, agents or assignees of the Company orany Seller have committed (or taken any action to promote or conceal) anyviolation of the Foreign Corrupt Practices Act, 15 U.S.C. sections 78dd-1, -2,or any equivalent foreign Law or otherwise paid or made any bribe, illegalrebate, payoff, influence payment, kickback or other unlawful payment.  The Company has all licenses, permits,approvals, qualifications or the like, from any Government Authority or anyPerson used in, necessary for or related to the conduct of its business asconducted, all such items are in full force and effect and the Company is andhas at all times been in compliance with the terms thereof (other thanimmaterial licenses, permits, approvals, qualifications or the like required byany Government Authority).  Schedule3.13(a) sets forth all licenses and permits held by the Company anddesignates such licenses and permits which terminate or become renewable at anytime prior to the first anniversary of the date of this Agreement.  Except as set forth on Schedule 3.13(b),to the Knowledge of any Seller Party, there are no facts or circumstances inexistence which are reasonably likely to prevent the Company from renewing eachsuch license and permit.  Except as setforth on Schedule 3.13(c), the Company has not conducted or initiatedany internal investigation or made a voluntary or involuntary disclosure to anyGovernment Authority with respect to any alleged act or omission arising underor relating to any noncompliance with Law. No Seller Party has received any notice or citation for any actual orpotential noncompliance with any of the foregoing in this Section 3.13, and, tothe Knowledge of any Seller Party, there exists no condition, situation orcircumstance, nor has there existed such a condition, situation orcircumstance, which, after notice or lapse of time, or both, would constitutenoncompliance with or give rise to future Liability with regard to any of the foregoingin this Section 3.13.

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## 3.14         GovernmentContracts and Other Material Contracts.

### (a)           Schedule3.14(a) lists all Government Contracts and Government Bids, including thename and number of the Government Contract and the applicable solicitation nameand number for the Government Bid; for task orders and delivery orders, thename and number of the Government Contract (including any blanket purchaseagreement) under which the order was issued or the Government Bid wassubmitted; the date the Government Contract was awarded; and the scheduled enddate of the Government Contract.  Exceptas set forth on Schedule 3.14(a), the Company has not entered into anyGovernment Contract or submitted any outstanding Government Bid.  True, accurate and complete copies of allGovernment Contracts and outstanding Government Bids have been delivered toBuyer prior to the date hereof.  AllGovernment Contracts constitute valid and binding obligations of the Companyand of the other party or parties thereto, and are fully enforceable inaccordance with their terms.

### (b)           Schedule3.14(b) sets forth, as of the date of this Agreement, for each GovernmentContract, each project with a firm order whereby the contractual value of worknot yet performed (funded or unfunded) exceeds $50,000; the contractual valueof such work not yet performed thereunder as of such date; and any dollaramounts included that are not yet funded.

### (c)           Withrespect to each Government Contract or Government Bid, (i) the Company hascomplied in all material respects with all terms and conditions of suchGovernment Contract, including all clauses, provisions and requirementsincorporated expressly, by reference or by operation of law therein,(ii) the Company has complied in all material respects with all requirementsof all Laws pertaining to such Government Contract, (iii)  allrepresentations and certifications executed by the Company pertaining to suchGovernment Contract or Government Bid were complete and correct as of theireffective date and the Company has complied in all material respects with allrepresentations and certifications, (iv) the Company has not submitted anyinaccurate, untruthful or misleading cost or pricing data, certification, bid,proposal, report, invoice, claim, or other information to a GovernmentAuthority, prime contractor, subcontractor, vendor or any other Person relatingto any Government Contract or Government Bid, (v) neither a GovernmentAuthority nor any prime contractor, subcontractor, or any other Person hasnotified the Company, either in writing or orally, that the Company hasbreached or violated any law, certification, representation, clause, provisionor requirement pertaining to such Government Contract or Government Bid,(vi) except as set forth on Schedule 3.14(c), a cancellation,termination for convenience, termination for default, suspension, stop workorder, cure notice, or show cause notice is neither currently in effect nor, tothe Knowledge of any Seller Party, is such action being proposed or threatened,pertaining to such Government Contract, (vii) no cost claimed or proposedby the Company pertaining to any Government Contract or Government Bid is thesubject of any audit or investigation nor, to the Knowledge of any SellerParty, has any such audit or investigation been threatened, (viii) noSeller Party has information that any option with respect to such GovernmentContract will not be exercised or that any Government Contract will beterminated, cancelled, or will otherwise come to an end prior to the end of itsstated term (including all option periods), (ix) to the Knowledge of theSeller Parties, there are no pending recommendations (draft or final) by anyGovernment Authority or auditor thereof that any cost claimed by the Company isunallowable, and (x) all

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### amounts previously charged to or presently carried as chargeable to anycost-reimbursable Government Contract are allowable pursuant to 48 C.F.R. Part31.  The Company is not in receipt orpossession of any competitor or Government Authority’s proprietary orprocurement sensitive information under circumstances where there is reason tobelieve that such receipt or possession is unlawful or unauthorized.  The Company has not misused or disclosed anyclassified information or any records subject to the Privacy Act (5 U.S.C. §552a).

### (d)           Exceptas set forth in Schedule 3.14(d), neither the Company nor any ofthe Company’s directors, officers, employees, nor, to the Knowledge of anySeller Party, any of the Company’s consultants or agents is or has, during thepast five (5) years, been under administrative, civil or criminalinvestigation, indictment or information by any Government Authority or subjectto any audit or investigation by the Company with respect to any alleged act oromission arising under or relating to any Government Contract or GovernmentBid.  During the past five (5) years, noSeller Party has conducted or initiated any internal investigation or made avoluntary disclosure to any Government Authority with respect to any allegedact or omission arising under or relating to a Government Contract orGovernment Bid.

### (e)           Schedule3.14(e) lists each draft and final audit report received by any SellerParty during the past five (5) years with respect to the audit by or on behalfof any Government Authority of any Government Contract or of any indirect cost,other cost or cost accounting practice of the Company.  The Company has made available to the Buyercorrect and complete copies of each such report.

### (f)            Exceptas set forth in Schedule 3.14(f), there exist (i) no outstandingclaims against the Company, either by any Government Authority or by any primecontractor, subcontractor, vendor or other Person, arising under or relating toany Government Contract or Government Bid, (ii) no delivery or performanceproblems with respect to any Government Contract, (iii) no claims or disputesbetween the Company and any Government Authority or between the Company and anyprime contractor, subcontractor, vendor, or other Person, arising under orrelating to any Government Contract or Government Bid, (iv) no circumstances inwhich the Company or any other party to a Government Contract has terminated,cancelled or waived any material term or condition of any Government Contract,(v) no material projected cost overruns on any of the GovernmentContracts, (vi) no circumstances in which the Company has an interest in anypending or potential claim against any Government Authority or any primecontractor, subcontractor or vendor arising under or relating to any GovernmentContract or Government Bid, and (vii) no violations of the Anti-Deficiency Actpertaining to any Government Contract.

### (g)           Exceptas set forth in Schedule 3.14(g), no money due to the Companypertaining to any Government Contract has been withheld or set off nor has anyclaim been made to withhold or set off money and the Company is entitled to allprogress payments received with respect thereto, and the Company has notreceived nor expects to receive any requests with respect to any Government Contractfor equitable adjustment.

### (h)           TheCompany has neither been disqualified, debarred, or suspended fromparticipation in the award of contracts with any Government Authority(excluding for this purpose ineligibility to bid on certain contracts due to generallyapplicable bidding requirements) nor are there facts or circumstances thatwould warrant the institution of disqualification, suspension, or debarmentproceedings or the finding of nonresponsibility or ineligibility on the part ofthe Company or any director, officer, or employee of the Company.

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### (i)            TheCompany’s cost accounting, estimating proposal and indirect rate proposal,confidential and classified information access and maintenance, time-keepingand labor charging, wage classification and Fair Labor Standards Act exemption,and procurement systems and the associated entries reflected in the Company’sfinancial statements with respect to the Government Contracts and GovernmentBids are in compliance in all material respects with all applicable laws andGovernment Contract provisions, including, without limitation, applicable costprinciples and applicable cost accounting standards.

### (j)            Schedule3.14(j) contains a complete and correct list of all government-ownedproperty at the Company’s facilities, including tooling and test equipment,provided under, necessary to perform the obligations under, or for which theCompany is accountable under the Government Contracts.  All such government-owned equipment isadministered, maintained, identified, tracked, used, managed, accounted for anddisposed of by the Company in accordance with a government-approved propertymanagement system and is in the condition described therein.

### (k)           TheCompany has delivered or made available to the Buyer copies of all writtennegative past performance evaluations, comments or reviews by any GovernmentAuthority or any other Person in connection with any Government Contract whichcopies were received by or made accessible to the Company in the last three (3)years.

### (l)            Eachemployee, agent, consultant, or representative of the Company required topossess a Government Authority security clearance (“Security Clearance”)to engage in the performance of any Government Contract currently possesses avalid Security Clearance, has not taken or failed to take any action whichwould result in the termination of such valid Security Clearance, and haspossessed such Security Clearance since the date it was required.

### (m)          Exceptas set forth in Schedule 3.14(m), none of the Company’s currentGovernment Contracts was based in part on the Company’s status as a smallbusiness (including without limitation, a small disadvantaged business (“SDB”),a woman-owned small business (“WOSB”), or a Small BusinessAdministration (“SBA”) Section 8(a) program participant).  Except as set forth in Schedule 3.14(m),the Company is not claiming eligibility as a small business, includingeligibility as an SDB, a WOSB or Section 8(a) Program participant, with respectto any pending Government Bid.  The Companyhas never been the subject of an SBA certificate of competency, sizedetermination, size protest, size appeal or a review of eligibility for SDB or8(a) status after initial entry into such program.

### (n)           Exceptfor those liens listed on Schedule 3.14(n), made in accordance with 31U.S.C. § 3727 (as amended), otherwise known as the Assignment of Claims Act,and 41 U.S.C. § 15 (as amended), otherwise known as the Assignment ofContracts Act, the Company has not assigned or otherwise conveyed or transferred,or agreed to assign, convey, or transfer to any Person, any right, title orinterest in or to any of the Government Contracts or Government Bids, or anyaccount receivable relating thereto, whether as a security interest orotherwise.

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### (o)           Alltechnical data, computer software and computer software documentation (as thoseterms are defined under the Federal Acquisition Regulation and its supplementalregulations) developed, delivered, or used under or in connection with theGovernment Contracts have been properly and sufficiently marked and protectedso that no more than the minimum rights or licenses required under applicableregulations and Government Contract terms, if any, have been provided.  All disclosures, elections, and noticesrequired by applicable regulations and contract terms to protect ownership ofinventions developed, conceived or first actually reduced to practice underGovernment Contracts have been made and provided.

### (p)           Schedule3.14(p) sets forth all of the Company’s contingent fee agreements relatingto its Government Authority sales and marketing efforts.  Except as set forth in Schedule 3.14(p),each such arrangement has been properly disclosed to the appropriate GovernmentAuthority.

### (q)           Schedule3.14(q) sets forth an accurate and complete list of each Material Contractand the Company has provided the Buyer with a true, correct and complete copyof each Contract required to be disclosed therein.  To the Knowledge of any Seller Party, noContract has been breached or cancelled by the other party, and no Seller Partyhas any Knowledge of any anticipated breach by any other party to any Contract(with or without notice or lapse of time). The Company has performed all the obligations required to be performedby it in connection with the Contracts and is not in default under or in breachof any Contract, and no event has occurred which with the passage of time orthe giving of notice or both would (i) result in a default or breachthereunder; (ii) give any Person the right to declare a default orexercise any remedy under any Contract, (iii) give any Person the right toaccelerate the maturity or performance of any Contract, or (iv) give any Personthe right to cancel, terminate or materially modify any Contract.  The Company has not waived any of itsmaterial rights under any Contract and has no present expectation or intentionof not fully performing any obligation pursuant to any Contract.  Each Contract is legal, valid, binding,enforceable and in full force and effect and shall continue as such followingthe consummation of the transactions contemplated hereby.  Except for any Contract or GovernmentContract specifically designated as such in Schedule 3.14(q), noContract or Government Contract obligates, nor will any Government Bid or otherbid, offer or proposal, if accepted or entered into, obligate, the Company toprocess, manufacture or deliver products or perform services that shall, orbased on the Company’s most current projections, which have been prepared bythe Company in good faith, are reasonably expected to, result in a loss to theCompany upon completion of performance.  Schedule3.14(q) contains an accurate and complete description of all material termsof all oral Material Contracts.

### (r)            NoPerson is currently renegotiating, or has the right to renegotiate, any amountpaid or payable to the Company under any Contract or any other term orprovision of any Contract.

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## 3.15         Environmentaland Safety Matters.  The Company hasconducted its business at all times in material compliance with all applicableEnvironmental Laws.  None of theproperties currently or, to the Knowledge of any Seller Party, formerly owned,leased or operated by the Company contain any Hazardous Substance in amounts exceedingthe levels permitted by applicable Environmental Laws.  No Seller Party has received any notices,demand letters or requests for information from any Government Authority orother Person, which has not heretofore been resolved with such GovernmentAuthority or other Person, indicating that the Company may be in violation of,or liable under, any Environmental Law. There are no Proceedings pending or, to the Knowledge of any SellerParty, threatened against the Company relating to any violation, or allegedviolation, of any Environmental Law.  Noreports have been filed, or are required to be filed, by the Company concerningthe Release of any Hazardous Substance or the threatened or actual violation ofany Environmental Law which have not heretofore been resolved.  No Hazardous Substance has been disposed of,Released or transported in violation of any applicable Environmental Law fromany properties owned by the Company.  Noremediation or, to the Knowledge of any Seller Party, or investigation ofHazardous Substances is occurring at any property owned or operated, orformerly owned or operated, by the Company. The Company and its properties are not subject to any Liabilitiesrelating to any Proceeding, settlement, court order, administrative order,violation of a regulatory requirement, judgment or claim asserted or arisingunder any Environmental Law or relating to a violation or alleged violation ofany Environmental Law by the Company or any Person.

## 3.16         Insurance.  Schedule 3.16 lists and brieflydescribes each insurance policy maintained by, on behalf of, for the benefit ofor at the expense of the Company and any claims made thereunder.  The Company has provided copies to the Buyerof all such insurance policies.  All ofsuch insurance policies are in full force and effect, and the Company is notnor has it ever been in default with respect to its obligations under any suchinsurance policies and the Company has never been denied insurancecoverage.  The insurance coverage of theCompany is customary for corporations of similar size engaged in similar linesof business.  The Company is current inall of its premiums for its insurance policies. No Seller Party knows of any threatened termination of, or materialpremium increase with respect to, any such policies.  No Seller Party has received any notice orother communication regarding any actual or possible (i) cancellation orinvalidation of any insurance policy, (ii) refusal of any coverage or rejectionof any claim under any insurance policy, or (iii) material adjustment in the amountof the premiums payable with respect to any insurance policy.  Except as set forth on Schedule 3.16,the Company has no self-insurance or co-insurance programs.  There exists no condition, situation orcircumstance which, with or without notice or lapse of time, or both, wouldgive rise to or serve as a basis for any claim under any policy mentioned in Schedule3.16.

## 3.17         IntellectualProperty.

### (a)           TheCompany has sole title to and ownership of or possesses legally enforceablerights to use under valid and subsisting written license agreements, allCompany Intellectual Property Rights, and the Company has not misappropriated,is not in conflict with and is not infringing upon the Intellectual PropertyRights of others.  The Company is thesole and exclusive owner of the Company Intellectual Property Rights, free andclear of any Encumbrances or other rights or claims of others, except for ThirdParty Intellectual Property Rights.  Tothe Knowledge of the Seller Parties, none of the Company Intellectual PropertyRights is being infringed by activities, products or services of, or is beingmisappropriated by, any third party.

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### (b)           Schedule3.17(b) lists (i) all patents and patent applications (includingprovisional applications, continuations and continuations-in-part) and allregistered trademarks, service marks, domain names, trade names, fictitiousnames, service marks and copyright registrations owned by the Company,including the jurisdictions in which each item has been issued or registered orin which such application has been filed, and all material unregisteredtrademarks owned by the Company; (ii) all material items of Third PartyIntellectual Property Rights; and (iii) all agreements or other arrangementsunder which the Company has provided or agreed to provide or make availableobject or source code to any Product to any third party, including, withoutlimitation, to end-users (other than pursuant to the Company’s standard form ofend-user license or service agreements with its customers, true, correct andcomplete copies of which have been provided to the Buyer).  The Company has made available to the Buyercorrect and complete copies of all registrations and applications and alllicenses, sublicenses and agreements relating to the Company IntellectualProperty Rights, each as amended to date. The Company is not a party to any oral license, sublicense or otheragreement which, if reduced to written form, would be required to be listed in Schedule3.17(b) under the terms of this Section 3.17(b).  Each registration relating to CompanyIntellectual Property Rights (excluding Third Party Intellectual PropertyRights) was properly registered and is in good standing and enforceable underapplicable Laws, and except as set forth on Schedule 3.17(b)(i), no renewal,fee, payment or other actions are required to be taken with respect to anyregistration within six (6) months after the date hereof.  Schedule 3.17(b) lists, for eachapplication relating to the Company Intellectual Property Rights (other than ThirdParty Intellectual Property Rights), the current status of each application andthe next steps required to be taken in connection with such application.  The Company has made available to the Buyercopies of the Company’s license agreements and service agreements with itscustomers.

### (c)           Exceptas set forth in Schedule 3.17(c), with respect to each item of ThirdParty Intellectual Property Rights and the sale, distribution and licensing ofthe Products, there are no royalty, commission or other executory paymentagreements, arrangements or understandings relating to such item.

### (d)           Thereare no material errors, omissions, issues or defects in the Products, and thereare no material errors in any documentation, specifications, manuals, userguides, promotional material, internal notes and memos, technicaldocumentation, drawings, flow charts, diagrams, source language statements,demo disks, benchmark test results, and other written materials related to,associated with or used or produced in the development of the Products.  Except as set forth in Schedule 3.17(d),the Company has not made any material oral or written representations orwarranties with respect to its Products or services.  The Company has not permitted any third partyto modify, improve or create derivative works of the Products owned by theCompany.

### (e)           Thereare no source code escrow agreements or arrangements relating to the Productsand Company Intellectual Property Rights to which the Company is a party.

 

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### (f)            TheCompany has used commercially reasonable efforts, customary in the industry, ona worldwide basis, to protect and enforce its trade secrets and otherwise tosafeguard and maintain the secrecy and confidentiality of all CompanyIntellectual Property Rights.  Except asset forth in Schedule 3.17(f), all officers, employees and consultantsof the Company who have had access to proprietary information or CompanyIntellectual Property Rights have executed and delivered to the Companyagreements (copies of which have been provided to the Buyer) to maintain theconfidentiality of the proprietary information and the Company IntellectualProperty Rights and to assign to the Company all Intellectual Property Rightsarising from the services performed for the Company by such persons.  No current or prior officers, employees orconsultants of the Company have claimed any ownership interest in any CompanyIntellectual Property Rights as a result of having been involved in thedevelopment of such property while employed by or consulting to the Company, orotherwise.  To the Knowledge of anySeller Party, there has been no violation of the policies or practices relatedto protection of Intellectual Property Rights or any confidentiality ornondisclosure agreement relating to the Company Intellectual PropertyRights.  Except as set forth in Schedule3.17(f) and except for the Third Party Intellectual Property Rights, allCompany Intellectual Property Rights have been developed by employees of theCompany, within the course and scope of their employment.  Except as set forth in Section 3.17(e), theProducts were not conceived or developed outside of the United States.

### (g)           Tothe Knowledge of the Seller Parties, no Person has obtained unauthorized accessto third party information and data in the Company’s possession, nor has therebeen any other compromise of the security, confidentiality or integrity of suchinformation or data.

## 3.18         RelatedParty Transactions.  The Company hasnot extended or maintained credit, arranged for the extension of credit, orrenewed an extension of credit, in the form of a personal loan to or for anydirector or officer (or equivalent thereof) of the Company or any Seller.  No officer or director of the Company nor anySeller has received, nor is entitled to receive, any material compensation fromany Person that has engaged in or is engaging in any material transaction withthe Company.  Except as set forth on Schedule 3.18,the Company is not a party to any Contract or other commitment or transactionwith any Related Party, nor do any Related Parties have any legal or beneficialinterest in the assets or property owned or used by the Company, in anyContracts to which the Company is a party, or in any other Person with whichthe Company is or has been party to a Contract. Except as set forth on Schedule 3.18, there are no outstandingclaims, accounts payable or receivable, intercompany loans, indebtedness, orother Liabilities, between the Company, on the one hand, and any Seller or anyRelated Parties, on the other hand, and all such Liabilities have been repaidin full.  No Seller or other RelatedParty conducts any of the Company’s business, directly or indirectly, otherthan through the Seller’s ownership of the Company.

## 3.19         Suppliers.  Schedule 3.19 sets forth a list of theCompany’s top ten suppliers of goods or services in terms of aggregatepurchases by the Company for the last completed fiscal year and for the currentfiscal year to date, showing the aggregate amount which the Company paid toeach such supplier during such periods. No such supplier has terminated, or threatened in writing to terminate,its relationship with the Company or has during the last twelve (12) months

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## materially decreased, limited, or changed the terms and conditions for,the supply of its goods or services to the Company, or threatened in writing todo so, other than any termination which has occurred in accordance with theterms of the Contract between the Company and such supplier automaticallywithout any action on the part of any party thereto and not as a result of abreach of such Contract.  Except as setforth on Schedule 3.19, no supplier for the Company is a sole source ofsupply of any good or service to the Company.

## 3.20         BankAccounts; Powers of Attorney.  Schedule3.20 sets forth a true, correct and complete list of the names andlocations of all banks and other financial institutions at which the Companymaintains an account or safe deposit box, the names of all Persons authorizedto access such accounts or deposit boxes and the names of all Persons holdingpowers of attorney or other similar authorizations form the Company and asummary statement of the terms thereof.

## 3.21         Brokers.  Except as set forth on Schedule 3.21,no Person has or will have, as a result of the transactions contemplated bythis Agreement, any right, interest or claim against or upon the Buyer, theCompany or any Seller for any commission, fee or other compensation payable asa finder or broker because of any act or omission by the Company or any Seller.

## 3.22         Disclosure.  To the actual knowledge of any Seller Party,no representation or warranty by any Seller Party contained in this Agreementor any certificate to be delivered to the Buyer pursuant to Section 7.1 or7.2 contains or will contain any untrue statement of a fact or omits or willomit to state any material fact necessary to make any statement herein ortherein not misleading.

# **ARTICLEIVREPRESENTATIONS AND WARRANTIES OF THE SELLERS**

As a materialinducement to the Buyer to enter into this Agreement, each Seller, jointly andseverally, represents and warrants to the Buyer, as of the date hereof and asof the Closing, as follows:

## 4.1           Formation and Power.  If a Seller is a trust, such trust was dulyformed as a trust and is validly existing under the laws of its jurisdiction ofits formation.  Such trust has full trustpower and authority to own and operate its properties, to conduct its businessas conducted, to perform its obligations under contracts by which it is bound andto own Company Common Shares.  The copyof such trust’s trust agreement, which has been furnished to the Buyer,reflects all amendments made thereto at any time prior to the date of thisAgreement and is correct and complete. Such trust is not in default under or in violation of any provision ofits respective trust agreement.  ThePerson named on Schedule 1 hereto as the trustee of such trust is the soletrustee of such trust and has the power and authority to execute and deliverthis Agreement and each other document contemplated hereby to which such trustis a party on behalf of such trust.

## 4.2           Authority for Agreement.  Each Seller has full power, authority andlegal right and capacity to enter into and perform such Seller’s obligationsunder this Agreement and each other document contemplated hereby to which suchSeller is or will be a party and to consummate the transactions contemplatedhereby and thereby.  If a Seller is atrust, the 

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## execution and delivery by such trust, andperformance by such trust of obligations under, this Agreement and each otherdocument contemplated hereby to which such trust is a party, and theconsummation by such trust of the transactions contemplated hereby and thereby,have been duly authorized by all necessary action on the part of each trust andits trustees.  If a Seller is a trust, noother action on the part of such trust or their respective sole trustees isnecessary to approve and authorize the execution, delivery and performance ofthis Agreement and the other documents contemplated hereby and the consummationof the transactions contemplated hereby and thereby.  This Agreement and the other documentscontemplated hereby to which each Seller is a party have been duly executed anddelivered by such Seller and are legal, valid and binding obligations of suchSeller, enforceable against such Seller in accordance with their respectiveterms, except as enforceability may be limited by applicable bankruptcy,insolvency, reorganization, moratorium or other similar laws affecting theenforcement of creditors’ rights in general.

## 4.3           No Violation to Result.  Except as set forth on Schedule 4.3,the execution, delivery and performance by each Seller of this Agreement andthe other documents contemplated hereby and the consummation by each Seller ofthe transactions contemplated hereby and thereby, do not and will not, directlyor indirectly (with or without notice or lapse of time):  (i) (x) violate, breach, conflict with,constitute a default under, accelerate or permit the acceleration of theperformance required by any note, bond, mortgage, contract, license, lease orother agreement or arrangement, oral or written, to which such Seller is aparty or by which such Seller or such Seller’s assets are bound, (y) withrespect to any Seller that is a trust, any of the terms of such trust’s trustagreement or other formation documents, or (z) any Law or other legalrequirement of any Government Authority applicable to such Seller; (ii) giveany Government Authority or other Person the right to challenge any of thetransactions contemplated by this Agreement; or (iii) result in the creation orimposition of any Encumbrance, possibility of Encumbrance, or restriction infavor of any Person upon any of the Shares or any of the properties or assetsof the Company.  Other than as set forthon Schedule 4.3, no notice to, filing with, or consent of, any Person isnecessary in connection with, nor is any “change of control” provisiontriggered by, the authorization, approval, execution, delivery or performanceby each Seller of this Agreement and the other documents contemplated herebynor the consummation by such Seller of the transactions contemplated hereby orthereby.  Each Seller has given all notices,made all filings and obtained all consents set forth on Schedule 4.3or will have done so prior to Closing.

## 4.4           Company Shares. The Shareholders are the sole holders of the issued and outstandingshares of the Company and each Shareholder holds of record and beneficially thenumber of Shares as are set forth opposite such Shareholder’s name on Schedule3.4(a), free and clear of any Encumbrance (other than restrictions imposedby federal and state securities laws). Except as set forth on Schedule 3.4(b), there are noproxies, voting rights, shareholders agreements or other agreements orunderstandings, to which any Seller is a party or by which any Seller is bound,with respect to the voting or transfer of shares of the Company.

## 4.5           Brokers. Except as set forth on Schedule 3.21, no Person has or will have,as a result of the transactions contemplated by this Agreement, any right,interest or claim against or upon the Buyer, the Company or any Seller for anycommission, fee or other compensation payable as a finder or broker because ofany act or omission by any Seller.

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## 4.6           Disclosure. To the actual knowledge of any Seller Party, no representation orwarranty by any Seller Party contained in this Agreement or any certificate tobe delivered to the Buyer pursuant to Section 7.1 or 7.2 contains or willcontain any untrue statement of a fact or omits or will omit to state anymaterial fact necessary to make any statement herein or therein not misleading.

# **ARTICLE VREPRESENTATIONS AND WARRANTIES OF BUYER**

TheBuyer represents and warrants to the Sellers, as of the date hereof and as ofthe Closing, as follows:

## 5.1           Organization.  The Buyer is a corporation, duly organized,validly existing and in good standing under the laws of the State of Delawareand is qualified to do business and in good standing in each jurisdiction wherethe character or location of its assets or properties owned, leased or operatedby it or the nature of its activities makes such qualification necessary.  The Buyer has full corporate power andauthority and all material licenses, permits and authorizations necessary toown and operate its properties and to conduct its business as conducted.

## 5.2           Authorityfor Agreement.  The Buyer has fullpower, authority and legal right to enter into and perform its obligationsunder this Agreement and the other documents contemplated hereby to which theBuyer is or will be a party and to consummate the transactions contemplatedhereby and thereby.  The board ofdirectors of the Buyer has duly authorized the execution, delivery and performance of thisAgreement and the other documents contemplated hereby and the consummation ofthe transactions contemplated hereby and thereby.  No other corporate proceedings on the part ofthe Buyer are necessary to approve and authorize the execution, delivery andperformance of this Agreement and the other documents contemplated hereby andthe consummation of the transactions contemplated hereby and thereby.  This Agreement and the other documentscontemplated hereby to which Buyer is a party have been duly executed anddelivered by the Buyer and are legal, valid and binding obligations of theBuyer, enforceable against the Buyer in accordance with their respective terms,except as enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the enforcement ofcreditors’ rights in general.

## 5.3           NoViolation to Result.  Except as setforth on Schedule 5.3, the execution, delivery and performance by theBuyer of this Agreement and the other documents contemplated hereby and theconsummation by the Buyer of the transactions contemplated hereby and thereby,do not and will not, directly or indirectly (with or without notice or lapse oftime):  (i) violate, breach, conflictwith, constitute a default under, accelerate or permit the acceleration of theperformance required by, (x) any of the terms of the Certificate ofIncorporation or Bylaws of the Buyer or any resolution adopted by the board ofdirectors of the Buyer or shareholders of the Buyer, or (y) any note, bond,mortgage, contract, license, lease or other agreement or

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## arrangement, oral or written, to which the Buyer is a party or by whichit or its assets are bound; or (z) any Law or other legal requirement of anyGovernment Authority applicable to the Buyer; (ii) give any GovernmentAuthority or other Person the right to challenge any of the transactionscontemplated by this Agreement; or (iii) result in the creation or impositionof any Encumbrance, possibility of Encumbrance, or restriction in favor of anyPerson upon any of the properties or assets of the Buyer.  Other than as set forth on Schedule 5.3or as otherwise expressly set forth herein, no notice to, filing with, orconsent of, any Person is necessary in connection with the execution, deliveryor performance by the Buyer of this Agreement and the other documentscontemplated hereby nor the consummation by the Buyer of the transactionscontemplated hereby or thereby.  

## 5.4           Brokers.  No Person has or will have, as a result ofthe transactions contemplated by this Agreement, any right, interest or claimagainst or upon any of the Sellers or the Buyer for any commission, fee orother compensation payable as a finder or broker because of any act or omissionby the Buyer.

## 5.5           Disclosure.  To the actual knowledge of the Buyer, norepresentation or warranty by the Buyer contained in this Agreement or anycertificate to be delivered to the Sellers pursuant to Section 8.1 or 8.2contains or will contain any untrue statement of a fact or omits or will omitto state any material fact necessary to make any statement herein or thereinnot misleading.

# **ARTICLEVIADDITIONAL AGREEMENTS**

## 6.1           Accessto Properties and Records.  TheSeller Parties shall, and shall cause their Representatives to, afford to theBuyer and its Representatives, access to all of its assets, properties, booksand records and employees in order to afford the Buyer and its Representativesas full an opportunity of review, examination and investigation as shallreasonably be requested of the affairs of the Company, and the Buyer and itsRepresentatives shall be permitted to make extracts from, or take copies of,such books, records (including the share record and minute books) or otherdocumentation as may be reasonably necessary; provided that no such accessshall unreasonably interfere with the operations or business of theCompany.  The Seller Parties shallfurnish or cause to be furnished or cause their Representatives to furnish tothe Buyer such reasonable financial and operating data and other informationabout the Company, its business as presently conducted, as conducted in thepast and as presently proposed to be conducted in the future, and propertiesand assets which the Buyer and its Representatives may reasonably request.  Without limiting the generality of theforegoing, the Seller Parties shall cause Professional Planning Consultants,Inc. (“PPC”) to furnish or provide access to the Buyer, the Company andtheir respective Representatives to such financial and operating data and documents,including work papers and back up materials, both before and after the Closing,with respect to the most recent interim fiscal period and the prior six (6)fiscal years, or portions thereof, for which PPC provided services to theCompany.  No information or knowledgeobtained in any investigation pursuant to this Section 6.1 shall affect orbe deemed to modify any representation or warranty of any Seller Partycontained herein (or in any certificate to be delivered to the Buyer pursuantto Section 7.1 or 7.2) or the conditions to the obligations of the partiesto consummate the transactions contemplated by this Agreement.

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## 6.2           InterimCovenants of the Sellers Parties. From the date of this Agreement until the Closing Date, except to theextent expressly permitted by this Agreement or otherwise consented to by aninstrument in writing signed by the Buyer or as otherwise set forth in Schedule6.2, the Seller Parties shall (i) use their reasonable best efforts to keepintact the Company and its business, as presently conducted, as conducted inthe past and as presently proposed to be conducted in the future, and shall nottake or permit to be taken or do or suffer to be done anything other than inthe ordinary course of the Company’s business as the same is presently beingconducted; (ii) use their reasonable best efforts to keep available theservices of the directors, officers, employees, independent contractors andagents of the Company, maintain the Company’s insurance policies as currentlyin effect, retain and maintain good relationships with the Company’s clientsand maintain the Company’s assets and the Facilities in good condition; (iii)perform their obligations under the Contracts and comply with Laws; (iv) usetheir reasonable best efforts to maintain the goodwill and reputationassociated with the Company; and (v) to the extent requested by Buyer, takesuch action as may be required to terminate, contingent on the Closing, any ofthe Scheduled Benefit Plans before the Closing Date.  Without limiting the generality of theforegoing, except to the extent expressly permitted by this Agreement orotherwise consented to by an instrument in writing signed by the Buyer or asotherwise set forth in Schedule 6.2, the Company shall not, and theSellers shall not cause, authorize or permit the Company to:

### (a)           adoptor propose any change to the Company’s Articles of Incorporation, Code ofRegulations or other organizational documents;

### (b)           mergeor consolidate the Company with any other Person or acquire a material amountof stock or assets of any other Person or effect any business combination,recapitalization or similar transaction;

### (c)           sell,lease or dispose of or make any contract for the sale, lease or disposition ofor make subject to a security interest or any other Encumbrance, any of theCompany’s material properties or assets, other than in the ordinary course ofits business, consistent with the representations and warranties containedherein, and not in breach of any of the provisions of this Section 6.2, ineach case for a consideration at least equal to the fair value of such propertyor asset;

### (d)           grantany salary increase to, or increase the draw of, any of the officers,directors, employees or agents of the Company, or enter into any new, or amendor alter any existing Benefit Plan, trust agreement or other similar ordissimilar arrangement, or any employment or consulting agreement;

### (e)           incurany bank indebtedness or borrowings, except in the ordinary course of itsbusiness with respect to its existing line of credit, or issue any commercialpaper;

### (f)            enterinto any leases of real property;

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### (g)           enterinto any leases of equipment and machinery except in the ordinary course ofbusiness;

### (h)           enterinto any Contract (i) which would be required to be listed on Schedule3.14(q) had it been entered into prior to the date hereof (unless enteredinto in the ordinary course of business consistent with past practice) or (ii)in which any Affiliate of any Seller Party has any beneficial interest;

### (i)            amendor prematurely terminate, or waive any material right or remedy under, anyContract;

### (j)            write-offas uncollectible, or establish any extraordinary reserve with respect to, anyaccount receivable or other receivable (without the Buyer’s written consentwhich shall not be unreasonably withheld);

### (k)           authorizefor issuance, issue, sell, deliver or agree or commit to issue, sell or deliver(whether through the issuance or granting of options, warrants, convertible orexchangeable securities, commitments, subscriptions, rights to purchase orotherwise) any of the Company’s shares or any other securities;

### (l)            redeem,purchase or otherwise acquire, directly or indirectly, any shares of theCompany or debt securities or any option, warrant or other right to purchase oracquire any such shares or securities, or declare, accrue, set aside or pay anydividend or other distribution (whether in cash, shares or other property) withrespect to such capital shares or securities;

### (m)          create,incur or assume any Liability or Indebtedness for Borrowed Money, except in theordinary course of business and consistent with past practices; or postpone ordefer the creation, incurrence, or assumption of any Liability or Indebtednessfor Borrowed Money that would otherwise be created, incurred or assumed in theordinary course of business absent the execution of this Agreement;

### (n)           payor apply any of the Company’s assets to the direct or indirect payment,discharge, satisfaction or reduction of any amount, directly or indirectly, toor for the benefit of any Seller or any Affiliate thereof;

### (o)           changeany of its methods of accounting or accounting practices in any respect;

### (p)           commenceor settle any legal proceeding, action, demand, or claim;

### (q)           make,amend or revoke any election with respect to Taxes, amend any Tax Return,change any accounting method relating to Taxes, consent to any waiver orextension of any statute of limitations with respect to Taxes or Tax Returns,or settle or compromise any Tax Liability;

### (r)            takeany action, fail to take any action or enter into any agreement orunderstanding that causes any Seller Party to be in breach or violation of anyof the representations or warranties made in this Agreement or commit a breachof or amend or terminate any Material Contract or any permit, license or otherright; and

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### (s)           agreeor commit to do any of the foregoing.

## 6.3           Publicityand Disclosure.  The Buyer and theSellers’ Representative shall agree with each other as to the form andsubstance of any press release, publicity or other public communication relatedto this Agreement or the transactions contemplated hereby.  No Party shall make any disclosure of thisAgreement or the existence, terms and conditions hereof (whether or not inresponse to an inquiry about the existence or subject matter of thisAgreement), unless previously approved by the Buyer.  Notwithstanding the foregoing, nothingcontained herein shall prohibit the Buyer from making any disclosure which theBuyer in good faith believes is required by, or advisable according to,applicable Laws, regulations or stock market rules, after using reasonableefforts to give notice to the Sellers’ Representative and an opportunity tocomment on such disclosure.

## 6.4           NoSolicitation; No Trading.

### (a)           NoSeller Party shall, or shall authorize or knowingly permit any Representativewho is aware of this Agreement, including without limitation any brokerdisclosed in Article III or Article IV hereof, to, during the period commencingon the date of this Agreement and ending with the earlier to occur of theClosing or the termination of this Agreement in accordance with its terms,directly or indirectly:  (i) solicit,accept, approve, encourage (including by way of furnishing information),initiate, or respond to the submission of proposals or offers from any Personfor, (ii) participate in any discussions or negotiations pertaining to, or(iii) furnish any information to any Person, other than the Buyer, relating to,any acquisition or purchase of all or a material amount of the assets of, orany equity interest in, the Company or a merger, consolidation or businesscombination involving the Company.  EachSeller Party shall, and shall instruct its Representatives to, discontinue anyand all negotiations with any Person with whom any of them is currently engagedregarding any of the above.  If theCompany or any Seller receives any unsolicited offer or proposal relating toany of the above, the Company or such Seller shall immediately notify the Buyerthereof, including the identity of the party making such offer or proposal andthe specific terms of such offer or proposal, and provide the Buyer with a copythereof.

### (b)           Eachof the Seller Parties acknowledge and agree that each is aware (and that eachof their respective Representatives is aware or, upon receipt of any materialnonpublic information of Buyer, will be advised) of the restrictions imposed bythe United States federal securities laws and other applicable foreign anddomestic laws on a Person possessing material nonpublic information about apublic company.  Each of the SellerParties hereby agree that while any of them are in possession of such materialnonpublic information, none of such Person or Persons shall purchase or sellany securities of the Buyer, communicate such information to any third parties,take any other action in violation of such laws, or cause or encourage anythird party to do any of the foregoing. Each of the Seller Parties also agree that, upon request by the Buyer,each of them will cause their respective Representatives to give a writtenundertaking to the same effect to the Buyer.

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## 6.5           Notificationof Certain Matters.  The SellerParties (or the Sellers’ Representative on their behalf) shall give promptnotice to the Buyer of (a) the occurrence or non-occurrence of any event theoccurrence or non-occurrence of which would be likely to cause anyrepresentation or warranty of any of the Seller Parties contained herein to beuntrue or inaccurate in any material respect at or prior to the Closing and(b) any material failure of any Seller Party to comply with or satisfy anycovenant, condition or agreement to be complied with or satisfied by any SellerParty hereunder.  The delivery of anynotice pursuant to this Section 6.5 by any Seller Party (or the Sellers’Representative) shall not, without the express written consent of the Buyer, bedeemed to (x) modify the representations or warranties hereunder of any SellerParty, (y) modify the conditions set forth in Article VII or (z) limit orotherwise affect the remedies available hereunder to the Buyer.  The Buyer shall give prompt notice to theSellers’ Representative of (a) the occurrence or non-occurrence of any eventthe occurrence or non-occurrence of which would be likely to cause any representationor warranty of the Buyer contained herein to be untrue or inaccurate in anymaterial respect at or prior to the Closing and (b) any material failureof the Buyer to comply with or satisfy any covenant, condition or agreement tobe complied with or satisfied by the Buyer hereunder.  The delivery of any notice pursuant to thisSection 6.5 by the Buyer shall not, without the express written consent ofthe Sellers’ Representative, be deemed to (x) modify the representations orwarranties hereunder of the Buyer, (y) modify the conditions set forth inArticle VIII or (z) limit or otherwise affect the remedies availablehereunder to the Sellers’ Representative or any Seller.

## 6.6           TaxMatters.

### (a)           Post-Closing Tax Returns; Tax Indemnity**.** The Buyer shall properly and accurately prepare (or cause to beprepared) and file (or cause to be filed) each Tax Return required to be filedby the Company after the Closing Date for a taxable period beginning before theClosing Date; provided; that, if requested by the Seller’sRepresentative, at the Sellers’ expense, the Buyer shall make commerciallyreasonable efforts to engage PPC to prepare the income Tax Returns of theCompany for any taxable period ending on or before the Closing Date.  To the extent any Tax shown as due on suchTax Return is payable by any Seller (taking into account indemnificationobligations hereunder), (i) such Tax Return shall be prepared in a mannerconsistent with the prior practice of the Company unless otherwise required byapplicable Tax Laws; (ii) such Tax Return shall be provided to the Sellers’Representative at least thirty (30) days prior to the due date for filing suchreturn (or, if required to be filed within thirty (30) days of the Closing, assoon as possible following the Closing); and (iii) the Sellers’ Representativeshall have the right to review and comment on such Tax Return.  Pursuant to, and to the extent of, theindemnity obligation in Section 9.1(viii), promptly upon request by the Buyer,the Sellers shall pay to the applicable Buyer Indemnified Party the amount ofany Taxes paid or required to be paid by the Company that are attributable toany taxable period beginning on or before the Closing Date, provided howeverthat with respect to a taxable period ending after the Closing Date, suchindemnity shall be limited to the Taxes attributable to the portion of suchperiod ending on the Closing Date as described in Section 6.6(b).  For avoidance of doubt, all Taxesattributable to the Section 338(h)(10) Elections shall be considered to beallocable to the taxable period or portion thereof ending on the Closing Date,and subject to the indemnification by the Sellers pursuant to Section9.1(viii).  To the extent permitted byapplicable law, the Sellers shall include any income, gain, loss, deduction orother Tax items for such periods on their Tax Returns in a manner consistentwith the Schedule K-1s furnished to the Sellers with respect to the Company.

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### (b)           Allocationof Taxes.  The Sellers, the Buyer and the Companyshall, to the extent permitted by applicable Law, cause the taxable period ofthe Company to end as of the close of the Closing Date.  The Buyer shall not cause the Company to takeany actions on the Closing Date after the Closing that are out of the ordinarycourse of business, except as contemplated by this Agreement.  For purposes of this Agreement,Company Taxes incurred with respect to a taxable period that includes but doesnot end on the Closing Date, shall be allocated to the portion of the periodending on the Closing Date (i) except as provided in (ii) and (iii) below, tothe extent feasible, on a specific identification basis, according to the dateof the event or transaction giving rise to the Tax, and (ii) except as providedin (iii) below, with respect to periodically assessed ad valorem Taxes andTaxes not otherwise feasibly allocable to specific transactions or events, inproportion to the number of days in such period occurring before the ClosingDate compared to the total number of days in such period, and (iii) in the caseof any Tax based upon or related to income or receipts, in an amount equal tothe Tax which would be payable if the relevant taxable period ended on theClosing Date (for the elimination of doubt, Taxes incurred by reason of the transactionscontemplated by this Agreement shall be allocated to the portion of the periodending on the Closing Date).  Any creditsrelating to a taxable period that begins before and ends after the Closing Dateshall be taken into account as though the relevant taxable period ended on theClosing Date.  All determinationsnecessary to give effect to the foregoing allocations shall be made in a mannerconsistent with prior practices of the Company.

### (c)           TransferTaxes, Etc.  All Transfer Taxesincurred in connection with the transactions contemplated by this Agreementshall be paid by the Sellers when due. The Sellers shall, at their own expense, file all necessary Tax Returnsand other documentation with respect to all such Transfer Taxes.  If required by applicable law, the Buyershall, and shall cause its Affiliates to, join in the execution of any such TaxReturns and other documentation.

### (d)           Cooperation,Access to Information, and Record Retention.  The Sellers, the Company and the Buyer shallcooperate as and to the extent reasonably requested by any other Party heretoin connection the preparation and filing of Tax Returns as provided herein andany Proceeding with respect to Taxes. Such cooperation shall include the provision of records and information whichare reasonably relevant to any such Tax Return, Proceeding with respect toTaxes and making employees available on a mutually convenient basis to provideadditional information and explanation of any material provided hereunder.  The Sellers, the Buyer and the Company shall(i)  retain all books and records with respect to Company Taxes (includingTax Returns) relating to any taxable period beginning before the Closing Dateuntil ninety (90) days after the expiration of the applicable statute of limitations(including waivers and extensions) for assessment of Taxes, and (ii) give theother parties hereto reasonable written notice prior to transferring,destroying or discarding any such books and records and, if another party sorequests, allow the other party to take possession of such books and records.

### (e)           Terminationof Tax Sharing Agreements.  Allobligations of the Company under all Tax sharing agreements or similaragreements shall have been terminated on or before the Closing Date and, afterthe Closing Date, the Company shall not be bound thereby or have any Liabilitythereunder.

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### (f)            TaxProceedings.  Any Party who receivesany notice of a pending or threatened Tax audit, assessment, or adjustmentagainst or with respect to the Company which may give rise to Liability ofanother Party hereto, shall promptly notify such other Party within ten (10)business days of the receipt of such notice. The Parties each agree to consult with and to keep the other Partieshereto informed on a regular basis regarding the status of any Tax audit orproceeding to the extent that such audit or proceeding could affect a Liabilityof such other Parties (including indemnity obligations hereunder).  The Sellers’ Representative shall have theright to represent the Company’s interests in any Tax audit or administrativeor judicial proceeding and to employ counsel of its choice, but reasonablysatisfactory to Buyer, at the Sellers’ expense, but only to the extent suchaudit or other proceeding pertains to Tax periods ending on or before theClosing Date.  Buyer shall have the rightto participate in such proceeding at its own expense, and shall be entitled tocontrol the disposition of any issue involved in such proceeding which does notaffect a potential Liability of the Sellers. Both the Buyer and the Sellers (through the Sellers’ Representative)shall be entitled to represent their respective interests in light of theirresponsibilities (including indemnity obligations) for the related Taxes, attheir own expense, in any audit or administrative or judicial proceedingsinvolving a Tax period that includes but does not end on the Closing Date.  Notwithstanding the foregoing provisions ofthis Section 6.6, the Sellers’ Representative shall not, without the Buyer’sconsent, agree to any settlement with respect to any Tax if such settlementcould adversely affect any Tax Liability of the Buyer, any Affiliate of theBuyer, or (with respect to any taxable period (or portion thereof) beginningafter the Closing Date) the Company. Except as provided in this Section 6.6 the provisions of Article IXincluding the provisions therein addressing settlement authority, shall governthe manner in which Tax audit or administrative or judicial proceedings areresolved.

### (g)           Section338(h)(10) Elections.  The Sellerswill join with the Buyer in making an election under Section 338(h)(10) of theCode (and any corresponding elections under state or local Tax law)(collectively, the “Section 338(h)(10) Elections”) with respect to saleand purchase of the Shares under this Agreement.  The Buyer shall be responsible for thepreparation and filing of all forms and documents required in connection withthe Section 338(h)(10) Elections and shall provide the Sellers with properlycompleted copies of Form 8023 (and any corresponding state or local Tax forms)prior to the Closing Date.  The Sellersagree to execute and deliver to the Buyer on the Closing Date any such formsthat are or have been provided by the Buyer for execution and to promptlyexecute such other forms as may be reasonably requested by the Buyer thereafterin connection with making or perfecting the Section 338(h)(10) Elections.  The Parties shall cooperate fully with eachother and make available to each other such Tax data and other information asmay be reasonably required by the Buyer or the Sellers in order to timely filethe Section 338(h)(10) Elections.

### (h)           PurchasePrice Allocation.  The Parties agreethat the consideration to be paid pursuant to Article I of this Agreement and otheritems properly includible in the deemed sales price of the assets of theCompany pursuant to the Section 338(h)(10) Elections shall be allocated, forTax purposes, among the Company’s assets in a manner consistent with the

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### provisions of Section 338 and Section 1060 of the Code and allregulations promulgated thereunder. Before the Closing Date, the Parties shall set forth on Schedule 6.6(h), the fair market value of the assets of the Company that the Parties agreewill be used to allocate such consideration in connection with any Section338(h)(10) Election.  The Buyershall prepare IRS Form 8883 for inclusion with the federal income Tax Return ofthe Company ending on the Closing Date and any similar allocation requiredunder state, local, or foreign law (collectively, “IRS Form 8883”).  The Buyer shall permit the Sellers’Representative to review and comment on IRS Form 8883 for thirty (30) days.  If the Seller shall disagree with the IRSForm 8883, then the Seller shall give notice of such to the Buyer within such30-day period.  Thereafter, the Partiesshall work together to try to resolved such dispute.  If the Parties are unable to resolve suchdispute within ten (10) days of the Seller giving such notice to Buyer, thenthe dispute shall be submitted to the Accounting Firm for a finaldetermination.  The fees and expenses ofthe Accounting Firm shall be allocated to be paid by the Buyer and/or theSeller, respectively, based upon the percentage which the portion of thecontested amount not awarded to each Party bears to the amount actuallycontested by such Party, as determined by the Accounting Firm..  The Company, the Sellers and the Buyer agreeto report this transaction for federal Tax purposes as a valid election underSection 338(h)(10) and in accordance with IRS Form 8883 as ultimately filed,and shall not take any position or action inconsistent therewith uponexamination of any Tax Return, in any refund claim, in any audit, Proceeding orotherwise; provided, however, that if, in any audit of any TaxReturn of the Sellers, the Company or the Buyer by a Government Authority, thefair market values are finally determined to be different from the relevant IRSForm 8883, as adjusted, the Buyer, the Company and the Sellers may (but shallnot be obligated to) take any position or action consistent with the fairmarket values as finally determined in such audit.

### (i)            Refunds. Any income Tax refunds that are received by the Buyer or the Company,and any credits against income Tax to which the Buyer or the Company becomeentitled, that relate to income Tax periods or portions thereof ending on orbefore the Closing Date shall be for the account of the Sellers, and the Buyershall pay over to the Sellers any such refund or the amount of any such credit within15 days after receipt or crediting for the benefit of the Company or Buyer.  Inaddition, to the extent that a claim for refund or a proceeding results in apayment or credit against income Tax by a taxing authority to the Buyer or theCompany of any amount accrued on the Closing Balance Sheet, the Buyer shall paysuch amount to the Sellers within 15 days after receipt or crediting for thebenefit of the Company or the Buyer. Notwithstanding the foregoing, payment shall be made to theSellers under this Section 6.6(i) only to the extent that the refund or creditof overpaid Taxes relates to taxable periods or portions thereof ending on orbefore the Closing Date and represents Taxes that (i) have actually been paidby Sellers or the Company either directly or through indemnity payment to theBuyer (but limited in the case of the Company to payments made before theClosing Date), and (ii) exceed any amount included as an asset in the ClosingBalance Sheet in respect of the Company’s right to refund or credit of suchoverpaid Taxes).  Any payments made underthis Section 6.6(i) shall be net of any Taxes payable by the Company or theBuyer with respect to the receipt of such refund, credit or interest thereon.

### (j)            Characterizationof Indemnity Payments.  The Buyer andthe Sellers agree to treat any payments made pursuant to this Section 6.6 as anadjustment to the Purchase Price.

 

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## 6.7           LitigationSupport.  In the event and for solong as any Party actively is contesting or defending against any charge,complaint or other Proceeding by any Person not a Party hereto in connectionwith (i) any transaction contemplated under this Agreement or (ii) any fact,situation, circumstance, status, condition, activity, practice, plan,occurrence, event, incident, action, failure to act or transaction on or priorto the Closing Date involving the Company, each of the other Parties willcooperate with such Party or its counsel in the contest or defense, makeavailable its personnel, and provide such testimony and access to its books andrecords as shall be necessary in connection with the contest or defense,including entering into a joint defense agreement or confidentiality agreementwith respect thereto, all at the sole cost and expense of the contesting ordefending Party (unless the contesting or defending Party is entitled toindemnification therefor under Article IX below).

## 6.8           ReasonableEfforts.  Each Party agrees to useall reasonable efforts promptly to take, or cause to be taken, all actions anddo or cause to be done all things necessary, proper or advisable underapplicable Laws and regulation to (a) obtain all consents, approvals or actionsof, make all filings with and give all notices to Government Authorities(including, without limitation, those required by the Hart-Scott-Rodino Act) orany other public or private third parties required to consummate the SharePurchase and the other matters contemplated hereby, (b) provide such otherinformation and communications to such Government Authorities or other publicor private Persons as the other Party or such Government Authorities or otherpublic or private Persons may reasonably request in connection therewith, and(c) consummate and make effective the transactions contemplated by thisAgreement including the satisfaction of all conditions hereto.

## 6.9           CompanyEmployees.  Each of the SellerParties agrees that promptly after the date hereof it shall allow the Buyer tomake a presentation to the Company’s employees listed on Schedule 6.9and, at the Buyer’s option, interview such employees for continued employmentwith the Company after the Closing.  Eachof the Seller Parties will use all reasonable efforts to cause such Company’semployees to make available their employment services to the Company after theClosing.

## 6.10         Paymentof Obligations.  Prior to theClosing, each Seller and each of the officers, directors, employees andAffiliates of the Company shall repay in full, in accordance with their terms,all debts and other obligations, if any, owed to the Company.

## 6.11         UnreasonableDissipation of Assets.  The Sellersacknowledge and agree that the Sellers have indemnification and other obligationsunder this Agreement that survive the Closing. Each of the Sellers agrees not to take any action that would frustrateor defeat the Buyer’s rights or ability to enforce the Sellers’ obligationshereunder or unreasonably dissipate their assets; provided, however,that the administration of the trusts identified as GRAT trusts on Schedule 1(List of Shareholders) as required in accordance with their terms shall notviolate the provisions of this sentence.

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## 6.12         Disclosure Schedules.

### (a)           Tothe extent that any matter arises or comes into existence between the datehereof and the Closing that is required to be described by any Seller Party inthe Seller Party Disclosure Schedules in order for such schedules to be trueand correct in all material respects at and as of the Closing, it is understoodand agreed that, from time to time prior to the Closing, the Sellers’Representative may propose to amend, supplement or revise the Seller PartyDisclosure Schedules with respect to any such matter.  If the Buyer reasonably determines that anamendment, supplement or revision proposed by the Sellers’ Representativesatisfies the terms and conditions of this Section 6.12(a), such amendment,supplement or revision shall be effective for purposes of the indemnificationobligations set forth in Section 9.1(a)(i) with respect to representations andwarranties made at the Closing, but shall in no way be effective for purposesof amending, supplementing or revising any representation or warranty made asof the date hereof, or otherwise curing any misrepresentation made as of thedate hereof, and shall be disregarded for purposes of Section 7.1 and Section11.1(a)(ii).

### (b)           Tothe extent that any matter arises or comes into existence between the datehereof and the Closing that is required to be described by the Buyer in theBuyer Disclosure Schedules in order for such schedules to be true and correctin all material respects at and as of the Closing, it is understood and agreedthat, from time to time prior to the Closing, the Buyer may propose to amend,supplement or revise the Buyer Disclosure Schedules with respect to any suchmatter.  If the Sellers’ Representativereasonably determines that an amendment, supplement or revision proposed by theBuyer satisfies the terms and conditions of this Section 6.12(b), suchamendment, supplement or revision shall be effective for purposes of theindemnification obligations set forth in Section 9.1(b)(i) with respect torepresentations and warranties made at the Closing, but shall in no way beeffective for purposes of amending, supplementing or revising anyrepresentation or warranty made as of the date hereof, or otherwise curing anymisrepresentation made as of the date hereof, and shall be disregarded forpurposes of Section 8.1 and Section 11.1(a)(i).

## 6.13         FurtherAssurances.  Each Seller and theCompany will, either prior to or after the Closing, execute such furtherdocuments, deeds, bills of sale, assignments and assurances and take suchfurther actions as may reasonably be required by Buyer to consummate the SharePurchase, to vest the Buyer with full title to all shares of the Company andall assets, properties, privileges, rights, approvals, immunities andfranchises of the Company and its business or to effect the other purposes ofthis Agreement.

# **ARTICLEVIICONDITIONS TO THE BUYER’S OBLIGATIONS**

Allobligations of the Buyer under this Agreement are subject to the fulfillmentand satisfaction, prior to or at the time at which the Closing Date isscheduled to occur, of each of the following conditions precedent, any one ormore of which may be waived, in part or in full, by the Buyer in writing.

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## 7.1           Representations and Warranties True at the Closing Date.  All of the representations and warranties ofeach of the Seller Parties contained in this Agreement shall have been true andcorrect in all material respects on and as of the date hereof and shall be trueand correct in all material respects on and as of the Closing Date with thesame effect as though such representations and warranties had been made on andas of such date (provided that those representations and warranties that arespecifically made as of a particular calendar date or as of the date hereofshall be true, correct and complete in all material respects as of such date),except to the extent that such representations and warranties are qualified bythe term “material,” or contain terms such as “Material Adverse Effect” or “MaterialAdverse Change,” in which case such representations and warranties (as so written,including the term “material” or “Material”) shall have been true, correct andcomplete in all respects on and as of the date hereof and shall be true,correct and complete in all respects on and as of the Closing Date (providedthat those representations and warranties that are specifically made as of aparticular calendar date or as of the date hereof shall be true, correct andcomplete in all respects as of such date). Each Seller Party shall have executed and delivered to the Buyer acertificate as of the Closing to such effect. Each Seller Party shall have also certified pursuant to such certificatethat, except as set forth therein, none of theProducts distributed by the Company contains any software code that islicensed under any terms or conditions and used in a manner that requires thatsuch software be (i) made available or distributed in source code form, (ii)licensed for the purpose of making derivative works, (iii) licensed under termsthat allow reverse engineering, reverse assembly or disassembly of any kind,(iv) redistributable by a licensee at no charge, or (v) otherwise licensedpursuant to an open source license agreement such as the GNU general publiclicense or lesser general public license, BSD, Mozilla or Apache license agreements.

## 7.2           Performance. All of the terms, covenants, agreements and conditions of this Agreementto be complied with, performed or satisfied by any Seller Party on or beforethe Closing Date shall have been duly complied with, performed or satisfied onor before such date in all material respects, except to the extent that anysuch covenants are qualified by the term “material,” or contain terms such as “MaterialAdverse Effect,” in which case the Seller Parties shall have performed andcomplied with all of such covenants (as so written, including the term “material”or “Material”) in all respects on or before the Closing Date.  Each Seller Party shall have executed anddelivered to the Buyer a certificate as of the Closing to such effect.

## 7.3           No Litigation. No temporary restraining order, preliminary or permanent injunction orother order or judgment issued by any court of competent jurisdiction or otherlegal or regulatory restraint or provision challenging the transactionscontemplated hereunder or limiting or restricting the conduct or operation ofany Seller Party following the Closing shall be in effect, nor shall anyProceeding seeking any of the foregoing be pending.  There shall be no Proceeding of any nature, pendingor threatened, against the Buyer or any Seller Party, their respectiveproperties or any of their respective officers or directors, that could have aMaterial Adverse Effect on the Company or the Buyer.

## 7.4           No Material Adverse Effect. There shall have been(i) no effect, event or change which, individually or in the aggregate, has hador could reasonably be expected to have a Material Adverse Effect on theCompany or the Buyer and (ii) except as set forth in Schedule 3.9(a)(iii),no resignations or terminations of, or indications of an intention or plan toresign, employment by an executive officer or any material number of managementlevel or senior technical Company Employees.

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## 7.5           Governmental, Regulatory and Other Consents andApprovals.  All consents, approvals,assignments and actions of, filings with and notices to any GovernmentAuthority or any other public or private Persons required of any Seller Partyor the Buyer to consummate the Closing and the other matters contemplatedhereby shall have been obtained, including, without limitation, the expirationor termination without the objection of any of the relevant federal authoritiesof all applicable waiting periods (and any extensions thereof) under theHart-Scott-Rodino Act.

## 7.6           Buyer’s Review. The Buyer shall be fully satisfied in its sole and absolute discretionwith the results of its review of, and its other due diligence investigationswith respect to certain matters expressly designated as such on Appendix C.

## 7.7           Credit Agreement Consent.  The Buyer shall have received the CreditAgreement Consent; provided, however, that the condition in thisSection 7.8 shall expire on June 30, 2007.

## 7.8           Closing Deliveries of the Sellers and the Company.  At the Closing, the Company and each of theSellers, as appropriate, shall have performed and delivered the following,subject to waiver, in part or in full, by the Buyer:

### (a)           each Shareholder shall have delivered the certificate(s)representing the Shares that it owns, free and clear of any Encumbrance, all ofwhich certificates delivered by all of the Shareholders representing all of theShares, each such certificate accompanied by a stock power duly endorsed inblank or accompanied by a duly executed instrument of transfer;

### (b)           the Seller Parties shall have repaid or satisfied all ofthe Indebtedness for Borrowed Money and Non-Ordinary Course Liabilities setforth or required to be set forth on the Estimated Balance Sheet; and theCompany shall have delivered full releases of record, to the reasonablesatisfaction of the Buyer, of all Encumbrances securing any such Indebtednessfor Borrowed Money and Non-Ordinary Course Liabilities of the Company whichhave been paid in full prior to or at the Closing, and shall delivertermination statements relating to all financing statements covering suchIndebtedness for Borrowed Money and Non-Ordinary Course Liabilities;

### (c)           the Sellers’ Representative and the Escrow Agent shallhave executed and delivered the Escrow Agreement;

### (d)           each of the key employees listed on Exhibit B shallhave executed and delivered to the Buyer a non-competition and non-solicitationagreement in the form attached hereto as Exhibit C;

### (e)           each of the Sellers and each of the officers, directors,employees and Affiliates of the Company shall have delivered evidence ofrepayment in full in accordance with their terms all debts and otherobligations, if any, owed by any of them to the Company;

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### (f)            each director and officer of the Company shall havedelivered to the Company his or her respective resignation as a director andofficer of the Company (but not as an employee of the Company) and his or herrespective revocation of any power of attorney, all of which shall be effectiveas of the Closing;

### (g)           the Company and the Sellers shall have delivered to theBuyer the original books of account, minute books, minutes and other records ofall meetings of the Company, the corporate seal of the Company and such otherdocuments, records, keys and other items as shall be necessary for theoperation of the business of the Company;

### (h)           the Company shall have executed and delivered to the Buyera certificate of its secretary, setting forth the resolutions of its directorsand shareholders (or other evidence reasonably satisfactory to the Buyer)authorizing the execution, delivery and performance of this Agreement and theother documents contemplated hereby and the consummation of the transactionscontemplated hereby and thereby, and certifying that such resolutions have notbeen amended or rescinded and are in full force and effect;

### (i)            the Company shall have delivered to the Buyer a goodstanding certificate from the jurisdiction of its incorporation and from eachstate in which it is qualified to do business, and its certified charterdocuments, each dated as of a date reasonably close to the date hereof;

### (j)            the Company and each Seller, as applicable, shall havedelivered to the Buyer all consents, licenses, permits and approvals as setforth on Schedule 7.8(j);

### (k)           the Seller Parties shall have delivered to the Buyer anopinion of legal counsel in the form attached hereto as Exhibit D;

### (l)            the Sellers, each former shareholder of the Company andthe Company shall have executed and delivered an agreement, in form andsubstance satisfactory to the Buyer in its sole discretion, pursuant to whichthe Buy-Sell Agreement shall be terminated and of no force and effect as of theClosing and no party thereto shall have any rights or obligations thereunder;

### (m)          the Sellers and the other party to the Lease Agreementshall have executed and delivered the Lease Agreement, or any amendmentthereto, such that the rental rates, terms and conditions thereunder areconsistent with local market rental rates, terms and conditions.

### (n)           LOGTEC Foundation, LOGTEC Investment Partners, LLC andLOGTEC Partners shall have executed and delivered to the Company a waiver andrelease of all Liabilities and obligations owed to any of them by the Company,in form and substance satisfactory to the Buyer in its sole discretion; provided,however, LOGTEC Investment Partners, LLC shall not be required to waivesuch obligations of the Company under the Lease Agreement which commence on orafter the Closing Date.

### (o)           the Company shall have filed Forms 5500 with theDepartment of Labor for the Company’s medical, dental, disability, vision, lifeand accidental death and dismemberment, and any other ERISA plans with theDepartment of Labor pursuant to the Delinquent Filer Voluntary ComplianceProgram, as applicable, for plan years 2004, 2005 and 2006, and shall have paidall fees and penalties due, payable or otherwise associated with such filings;

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### (p)           the Company’s Supplemental Executive Retirement Plan (the “SERP”)and each of the individual participant agreements thereunder and any relatedagreements or policies shall have been terminated and of no force and effect asof the Closing and each of the individual current participants in the SERPshall have been paid all amounts due under the SERP and shall have providedexecuted releases to the Company in form and substance reasonably acceptable tothe Buyer;

### (q)           PPC and the Company shall have executed and delivered anagreement, in form and substance satisfactory to the Buyer in its solediscretion, pursuant to which the Agreement for Services, dated January 1,2007, by and between PPC and the Company shall be terminated and of no forceand effect, effective immediately as of the Closing, and no party thereto shallhave any rights or obligations thereunder (except that PPC shall have theobligations set forth in Section 6.1 hereof).

### (r)            the Sellers shall have delivered Certificates ofInsurance issued by the insurers under the insurance policies listed on Schedule7.8(r) certifying that (i) each such insurance policy is in full force andeffect on the Closing Date and (ii) the Buyer has been added as an additionalinsured and such insurance coverage shall continue for all claims oroccurrences occurring on or prior to the Closing Date; and

### (s)           each Seller shall have executed and delivered a FIRPTACertification, which (i) states that such Seller is not a foreign person,(ii) sets forth such Seller’s name, identifying number and address, and(iii) is signed by such Seller under penalties of perjury, meeting therequirement of Treasury Regulation Section 1.1445-2(b)(2); and the Companyshall have executed and delivered a properly executed FIRPTA NotificationLetter, which states that the Shares do not constitute “United States realproperty interests” under Section 897(c) of the Code, for purposes ofsatisfying Buyer’s obligations under Treasury Regulation Section 1.1445-2(c)(3)and a form of notice to the IRS in accordance with the requirements of TreasuryRegulation Section 1.897-2(h)(2), along with written authorization for Buyer todeliver such notice form to the IRS on behalf of the Company.

# **ARTICLEVIIICONDITIONS TO THE COMPANY’S AND THE SELLERs’ OBLIGATIONS**

All obligationsof the Company and the Sellers under this Agreement are subject to thefulfillment and satisfaction, prior to or at the time at which the Closing Dateis scheduled to occur, of each of the following conditions precedent, any oneor more of which may be waived, in part or in full, by the Sellers’Representative in writing.

## 8.1           Representations and Warranties True at the Closing Date.  All of the representations and warranties ofthe Buyer contained in this Agreement shall have been true and

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## correct in all material respects on and as ofthe date hereof and shall be true and correct in all material respects on andas of the Closing Date with the same effect as though such representations andwarranties had been made on and as of such date (provided that thoserepresentations and warranties that are specifically made as of a particularcalendar date or as of the date hereof shall be true, correct and complete inall material respects as of such date), except to the extent that suchrepresentations and warranties are qualified by the term “material,” or containterms such as “Material Adverse Effect” or “Material Adverse Change,” in whichcase such representations and warranties (as so written, including the term “material”or “Material”) shall have been true, correct and complete in all respects onand as of the date hereof and shall be true, correct and complete in allrespects on and as of the Closing Date (provided that those representations andwarranties that are specifically made as of a particular calendar date or as ofthe date hereof shall be true, correct and complete in all respects as of suchdate).  The Buyer shall have executed anddelivered to the Sellers a certificate as of the Closing to such effect.

## 8.2           Performance. All of the terms, covenants, agreements and conditions of this Agreementto be complied with, performed or satisfied by the Buyer on or before theClosing Date shall have been duly complied with, performed or satisfied on orbefore such date in all material respects, except to the extent that any suchcovenants are qualified by the term “material,” or contain terms such as “MaterialAdverse Effect,” in which case the Seller Parties shall have performed andcomplied with all of such covenants (as so written, including the term “material”or “Material”) in all respects on or before the Closing Date.  The Buyer shall have executed and deliveredto the Sellers a certificate as of the Closing to such effect.

## 8.3           No Litigation. No temporary restraining order, preliminary or permanent injunction orother order issued by any court of competent jurisdiction or other legal orregulatory restraint or provision challenging the transactions contemplatedhereunder shall be in effect, nor shall any Proceeding seeking any of theforegoing be pending.

## 8.4           Closing Deliveries of the Buyer.  At the Closing, the Buyer shall haveperformed and delivered the following, subject to waiver, in part or in full,by the Sellers’ Representative:

### (a)           the Buyer shall have executed and delivered a certificateof its secretary, setting forth the resolutions of its directors (or otherevidence reasonably satisfactory to the Sellers’ Representative) authorizingthe execution and delivery of this Agreement and the documents contemplatedhereby and the consummation of the transactions contemplated hereby andthereby, and certifying that such resolutions have not been amended orrescinded and are in full force and effect; and

### (b)           the Buyer and the Escrow Agent shall have executed anddelivered the Escrow Agreement.

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# **ARTICLEIXINDEMNITY**

## 9.1           General Indemnification.

### (a)           Each Seller, jointly and severally, covenants and agreesto indemnify, defend, protect and hold harmless the Buyer Indemnified Partiesfrom, against and in respect of all Damages suffered, sustained, incurred orpaid by any Buyer Indemnified Party, in each case in connection with, resultingfrom or arising out of, directly or indirectly (whether or not involving athird party claim):  (i) the Breach ofany representation or warranty made by any Seller Party set forth in thisAgreement or in any certificate to be delivered by any Seller Party pursuant toSection 7.1 or 7.2; (ii) the Breach of any covenant or agreement on thepart of any Seller Party set forth in this Agreement or in the EscrowAgreement; (iii) any Liability with respect to any matter described onAppendix C; (iv) any Indebtedness for Borrowed Money of the Company, anyNon-Ordinary Course Liabilities of the Company and any other Liability of theCompany (other than current Liabilities reflected on the Closing Balance Sheetas finally determined pursuant to Section 1.4); (v) the Benefit Plans andany and all benefits accrued under the Benefit Plans as of the Closing Date andany and all other Liabilities arising out of, or in connection with the form oroperation of the Benefit Plans on or prior to the Closing Date; (vi) anyand all Liabilities resulting from any litigation or other Proceeding, pendingor threatened, against the Company or arising out of the operations of theCompany on or prior to the Closing Date including, without limitation, any suchmatter listed on Schedule 3.12; (vii) any Liability of any Seller orany of their Affiliates (other than the Company); (viii) any and allLiabilities for Taxes (A) in connection with or arising out of the Company’sactivities or business on or prior to the Closing Date (determined, withrespect to Tax periods that begin before and end after the Closing Date, inaccordance with the allocation provisions of Section 6.6(b)) in excess of theamount of such Taxes reflected as a current liability in the computation ofClosing Working Capital, or (B) owing by any Person other than the Company forwhich the Company may be liable, including, without limitation (x) underTreasury Regulation Section 1.1502-6 (or any similar provision of state, local,or foreign law), (y) as a transferee or successor, or (z) by contract, or (C)resulting from a Breach by any Seller Party of any provision of Section 6.6;and (ix) enforcing the indemnification rights with respect to any valid claimof the Buyer Indemnified Parties hereunder.

### (b)           The Buyer covenants and agrees to indemnify, defend,protect and hold harmless the Seller Indemnified Parties from, against and inrespect of all Damages suffered, sustained, incurred or paid by any SellerIndemnified Party, in each case in connection with, resulting from or arisingout of, directly or indirectly (whether or not involving a third party claim):  (i) the Breach of any representation orwarranty made by the Buyer set forth in this Agreement or in any certificate tobe delivered by the Buyer pursuant to Section 8.1 or 8.2; or (ii) theBreach of any covenant or agreement on the part of the Buyer set forth in thisAgreement or in the Escrow Agreement.

## 9.2           Indemnification Procedures.  In the event of the assertion or commencementby any Person of any Proceeding (whether against Buyer or against any otherPerson) with respect to which any Indemnified Party may be entitled toindemnification pursuant to this Article IX,

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## the Indemnified Party shall have the right,at its election, to proceed with the defense (including settlement orcompromise) of such Proceeding on its own; provided, however*,* that if the Indemnified Party settles orcompromises any such claim or legal proceeding without the consent of theIndemnifying Party, such settlement or compromise shall not be conclusiveevidence of the amount of Damages incurred by the Indemnified Party inconnection with such Proceeding (it being understood that if the IndemnifiedParty requests that the Indemnifying Party to consent to a settlement orcompromise, the Indemnifying Party shall act reasonably in determining whetherto provide such consent).  The IndemnifiedParty shall give the Indemnifying Party prompt notice after it becomes aware ofthe commencement of any such Proceeding against the Indemnified Party; provided,however, any failure on the part of the Indemnified Party to so notifythe Indemnifying Party shall not limit any of the obligations of theIndemnifying Party, or any of the rights of any Indemnified Party, under thisArticle IX (except to the extent such failure materially adversely prejudicesthe defense of such claim or legal proceeding). If the Indemnified Party does not elect to proceed with the defense(including settlement or compromise) of any such Proceeding, the IndemnifyingParty may proceed with the defense of such Proceeding with counsel reasonablysatisfactory to the Indemnified Party; provided, however*,* that the Indemnifying Party may notsettle or compromise any such Proceeding without the prior written consent ofthe Indemnified Party (which consent may not be unreasonably withheld).  No Buyer Indemnified Party (other than Buyer orany successor thereto or assign thereof) and no Seller Indemnified Party (otherthan the Sellers’ Representative) shall be permitted to assert anyindemnification claim or exercise any other remedy under this Agreement unless,in the case of the Buyer Indemnified Parties, the Buyer (or any successorthereto or assign thereof) shall have consented to the assertion of suchindemnification claim or the exercise of such other remedy, or, in the case ofthe Seller Indemnified Parties, the Sellers’ Representative shall haveconsented to the assertion of such indemnification claim or the exercise ofsuch other remedy.  Nothing herein shallbe deemed to prevent the Indemnified Party from making a claim, and anIndemnified Party may make a claim hereunder, for potential or contingentclaims or demands; provided, the notice of such claim sets forth thebasis for any such potential or contingent claim or demand to the extent thenfeasible and the Indemnified Party has reasonable grounds to believe that sucha claim or demand may be made.

## 9.3           Right of Offset. In the event that any Seller shall have an indemnification obligation toany Buyer Indemnified Party, the Buyer shall have the right to offset theamount thereof against any portion of the Purchase Price owed to such Seller,including, without limitation, the Closing Adjustment or the Escrowed Funds inaccordance with the Escrow Agreement; provided, however, in theevent that any Seller shall have an indemnification obligation to anyIndemnified Party, the Buyer shall first pursue its rights under the EscrowAgreement to make a claim against the Escrowed Funds in accordance with theEscrow Agreement.  No limitation on theBuyer’s ability to exercise the rights set forth in this Section 9.3 shallaffect such Indemnified Party’s other rights hereunder.

## 9.4           Survival of Representations, Warranties and Covenants.  Each covenant and agreement contained in thisAgreement or in the Escrow Agreement shall survive the Closing and beenforceable until such covenant or agreement has been fully performed.  All representations and warranties containedin this Agreement and in the certificates to be delivered pursuant toSections 7.1, 7.2, 8.1 and 8.2 shall survive the Closing until the datefifteen (15)

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## months from the Closing Date, and shallthereafter expire, except that any representation or warranty with respect towhich a claim has been made for a Breach thereon prior to such date shallsurvive until such claim is resolved. The limitations on survival set forth in this Section 9.4 shall notapply to (a) the representations and warranties set forth in Sections 3.2(Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization),3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.21 (Brokers), 4.2 (Authority forAgreement), 4.3 (No Violation to Result), 4.4 (Company Shares), 4.5 (Brokers),5.2 (Authority for Agreement), 5.3 (No Violation to Result) and 5.4 (Brokers),all of which shall survive until ninety (90) days after expiration of theapplicable statute of limitations, including waivers and extensions thereof or(b) claims based on criminal matters, fraud or intentional misrepresentationwhich shall survive without limitation (and in no event less than six (6)years).

## 9.5           Limitations on Indemnification.

### (a)           There shall be no liability for Damages for breaches ofrepresentations and warranties unless and until the aggregate amount of allDamages for all claims asserted by the Buyer Indemnified Parties exceeds FiveHundred Thousand Dollars ($500,000); provided, however, aftersuch amount of Damages exceeds Five Hundred Thousand Dollars ($500,000), allDamages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000),shall be recoverable by the Buyer Indemnified Parties.  There shall be no liability for Damages forbreaches of representations and warranties unless and until the aggregateamount of all Damages for all claims asserted by the Seller Indemnified Partiesexceeds Five Hundred Thousand Dollars ($500,000); provided, however,after such amount of Damages exceeds Five Hundred Thousand Dollars ($500,000),all Damages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000),shall be recoverable by the Seller Indemnified Parties.  The limitations set forth in thisSection 9.5(a) shall not apply to (i) the representations and warrantiesset forth in Sections 3.2 (Authority for Agreement), 3.3 (No Violation toResult), 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.21(Brokers), 4.2 (Authority for Agreement), 4.3 (No Violation to Result), 4.4(Company Shares), 4.5 (Brokers), 5.2 (Authority for Agreement), 5.3 (NoViolation to Result) and 5.4 (Brokers), or (ii) claims based on criminalmatters, fraud or intentional misrepresentation, with respect to which, in eachcase, all Damages shall be recoverable from the first dollar and shall becounted in determining whether the thresholds in this Section 9.5(a) have beenexceeded.  For purposes of determiningthe amount of any Damages with respect to any Breach of any representation,warranty or covenant for purposes of indemnification under this Article IX, anyqualification or limitation of a representation, warranty or covenant byreference to materiality of matters stated therein or as to matters having ornot having “Material Adverse Effect,” or words of similar effect, shall bedisregarded; provided, however, that all such words ofqualification or limitation shall be given full effect in determining whether aBreach of any such representation, warranty or covenant has occurred giving riseto rights to indemnification under this Article IX.  The indemnification obligations of theParties and the rights and remedies that may be exercised by any IndemnifiedParty shall not be limited or otherwise affected by or as a result of anyinformation furnished to, or any investigation made by or knowledge of, any ofthe Indemnified Parties or any of their Representatives.

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### (b)           The indemnification obligations of the Sellers forbreaches of representations and warranties shall be limited to an amount equalto Five Million Nine Hundred Thousand Dollars ($5,900,000).  The indemnification obligations of the Buyerfor breaches of representations and warranties shall be limited to an amountequal to Five Million Nine Hundred Thousand Dollars ($5,900,000).  The limitations in this Section 9.5(b) shallnot apply to (i) the representations and warranties set forth in Sections3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4(Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.21 (Brokers),4.2 (Authority for Agreement), 4.3 (No Violation to Result), 4.4 (CompanyShares), 4.5 (Brokers), 5.2 (Authority for Agreement), 5.3 (No Violation toResult) and 5.4 (Brokers), or (ii) claims based on criminal matters, fraudor intentional misrepresentation, with respect to which, in each case, noDamages shall be counted in determining whether the cap in this Section 9.5(b)has been exceeded.

### (c)           The amount that may be recovered hereunder by anIndemnified Party shall be reduced by an amount equal to any insurance recoveryactually received by the Indemnified Party (except to the extent of anyrepayment or increase in past, present or future insurance premiums or othersimilar repayment mechanisms payable following the date of the claim givingrise to such increase, determined on a present value basis) and shall beappropriately adjusted for calculations of the related Tax consequences and forthe time value of money.  The Buyer shallhave the right to determine in its sole discretion whether to pursue any suchinsurance or Tax recovery.

## 9.6           Waiver, Release and Discharge.  Effective upon the Closing, except asexpressly set forth in this Agreement, each Seller, for itself and itsAffiliates, hereby irrevocably waives, releases and discharges the Company, theBuyer and their respective Affiliates, directors, officers and employees (as ofthe Closing) from any and all Liabilities and obligations to the Seller of anykind or nature whatsoever, whether in his capacity as a Seller hereunder, as ashareholder, officer, director or employee of the Company or otherwise(including, without limitation, in respect of rights of contribution orindemnification), in each case whether absolute or contingent, liquidated orunliquidated, known or unknown, and whether arising hereunder or under anyother agreement or understanding, at law or equity, or otherwise and eachSeller shall not seek to recover any amounts in connection therewith orthereunder from the Company.  Each Sellerwaives, and acknowledges and agrees that such Seller shall not have and shallnot exercise or assert (or attempt to exercise or assert), any right ofcontribution, right of indemnity or other similar right or remedy against theCompany in connection with any actual or alleged breach of any representation,warranty or obligation set forth in this Agreement.

## 9.7           Exclusive Remedy. The provisions of this Article IX shall constitute the sole andexclusive remedy from and after the Closing with respect to any Damagessuffered, sustained, incurred or paid by any Indemnified Party resulting fromor arising out of any Breach of any representation or warranty made in thisAgreement or in any list, certificate, schedule or other instrument oragreement delivered or provided pursuant hereto or related to the consummationof the transactions contemplated hereby, except for specific performance andequitable remedies as set forth in Article X and Section 12.3 and except in thecase of criminal matters, fraud or intentional misrepresentation.

 

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# **ARTICLE XCOVENANT NOT TO COMPETE**

## 10.1         ProhibitedActivities.  For the periodcommencing with Closing and ending on the later of the third (3rd) anniversary of the Closingand two (2) years after the date of termination of any employment or consultingarrangement with the Buyer, no Seller shall, for any reason whatsoever,directly or indirectly, for himself, or on behalf of or in conjunction with anyother Person:

### (a)           engageas a shareholder, owner, partner, joint venturer, or in a managerial capacity,whether as a director, officer, employee, independent contractor, consultant oradvisor, in any business selling any products or services in direct or indirectcompetition with the Buyer, the Company or the Buyer’s Affiliates; provided,however, that no Seller nor any of such Seller’s respective Affiliatesshall be precluded from the ownership of securities of corporations that arelisted on a national securities exchange or traded in the nationalover-the-counter market in an amount that shall not exceed one percent (1%) ofthe outstanding shares of any such corporation;

### (b)           employ,or call upon for the purpose or with the intent of enticing or soliciting awayfrom or out of the employ of the Buyer, the Company or any of the Buyer’sAffiliates, any person who is at that time, or was within one (1) year prior tothat time, an employee of the Buyer, the Company or any of the Buyer’sAffiliates;

### (c)           sellcompetitive products or services to, or call upon for the purpose of solicitingor selling competitive products or services to, any Person who is at that time,or has been within one (1) year prior to that time, a customer or prospectivecustomer of the Buyer, the Company or any of the Buyer’s Affiliates; or

### (d)           publishany statement or make any statement (under any circumstances reasonably likelyto become public) critical of the Buyer, the Company or any of the Buyer’sAffiliates, or in any way adversely affecting or otherwise maligning thereputation of the Buyer, the Company or any of the Buyer’s Affiliates.

The parties intend thatthe covenants contained in this Section 10.1 shall be deemed to be a series ofseparate covenants, one for each county in each state of the United States and,except for geographic coverage, each such separate covenant shall be identifiedin terms to the covenant contained in this Section 10.1.

## 10.2         Confidentiality.

### (a)           EachSeller and each of their respective Affiliates, (i) shall treat and hold asconfidential all information concerning this Agreement and the business andaffairs of the Buyer, the Company and the Buyer’s Affiliates that is notalready generally available to the public (the “Confidential Information”),(ii) shall not disclose, transfer, transmit or use any of the ConfidentialInformation except in connection with this Agreement and as authorized by the Buyer or the Company, and(iii) shall deliver promptly to the Buyer, at the request and option of theBuyer, all tangible embodiments (and all copies) of the ConfidentialInformation which are in his possession or under his control.  Each Seller hereby acknowledges that suchConfidential

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### Information constitutes proprietary and trade secret information of theBuyer or the Company, as the case may be.

### (b)           Inthe event that any Seller is requested or required (by oral question or requestfor information or documents in any legal proceeding, interrogatory, subpoena,civil investigative demand, or similar process) to disclose any ConfidentialInformation, or any other information concerning the Buyer, the Company or anyof the Buyer’s Affiliates, such Seller shall notify the Buyer promptly of therequest or requirement so that the Buyer may seek an appropriate protectiveorder or waive compliance with the provisions of this Section 10.2.  If, in the absence of a protective order orthe receipt of a waiver hereunder, any Seller is, on the advice of counsel,compelled to disclose any Confidential Information, or any other informationconcerning the Buyer, the Company or any of the Buyer’s Affiliates, to anytribunal or other Government Authority or any official or agency thereof, suchSeller may disclose such information thereto; providedthat suchSeller shall use his best efforts to obtain, at the request and expense of theBuyer, an order or other assurance that confidential treatment shall beaccorded to such portion of such information required to be disclosed as theBuyer shall designate.

## 10.3         Damages.  Because of the difficulty of measuringeconomic losses to the Buyer and its Affiliates as a result of a breach of theforegoing covenants in this Article X, and because of the immediate andirreparable damage that could be caused to the Buyer and its Affiliates forwhich it would have no other adequate remedy, each Seller agrees that theforegoing covenant may be enforced by the Buyer in the event of breach by suchSeller, in addition to, but not in lieu of, any other available remedies, byinjunctions and restraining orders and other equitable remedies.

## 10.4         ReasonableRestraint.  It is agreed by theParties that the foregoing covenants in this Article X impose a reasonablerestraint on the applicable Seller in light of the activities and business ofthe Buyer and its Affiliates on the date of the execution of this Agreement andthe current plans of the Buyer and its Affiliates; but it is also the intent ofthe Parties, that such covenants be construed and enforced in accordance withthe changing activities and business of the Buyer and its Affiliates throughoutthe term of this covenant.

## 10.5         IndependentCovenant.  All of the covenants inthis Article X shall be construed as an agreement independent of any otherprovision in this Agreement, and the existence of any claim or cause of actionof any Seller against the Buyer, whether predicated on this Agreement orotherwise, shall not constitute a defense to the enforcement by the Buyer ofsuch covenants.  It is understood by theParties hereto that the covenants contained in this Article X are essentialelements of this Agreement and that, but for the agreement of the Sellers tocomply with such covenants, the Buyer would not have agreed to enter into thisAgreement.  Each Seller and the Buyerhave independently consulted with their respective counsel and have beenadvised concerning the reasonableness and propriety of such covenants withspecific regard to the nature of the business conducted by the Buyer.  Each Seller hereby agrees that all covenantscontained in this Article X are material, reasonable and valid and waive alldefenses to the strict enforcement hereof by the Buyer.  The covenants in this Article X are severableand separate, and the unenforceability of any specific covenant shall notaffect the provisions of any other 

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## covenant.  Moreover, in the eventany court of competent jurisdiction shall determine that the scope, time orterritorial restrictions set forth are unreasonable, then it is the intentionof the Parties that such restrictions be enforced to the fullest extent whichthe court deems reasonable, and the Agreement shall thereby be reformed.  The covenants contained in Article X hereofshall not be affected by any breach of any other provision hereof by any Partyhereto and shall have no effect if the transactions contemplated by thisAgreement are not performed.

# **ARTICLEXITERMINATION**

## 11.1         Termination.

### (a)           ThisAgreement may, by notice given on or prior to the Closing Date, in the mannerhereinafter provided, be terminated and abandoned at any time prior to theClosing Date:

#### (i)            bythe Sellers’ Representative if there has been a material misrepresentation or amaterial default or Breach by the Buyer with respect to its representations inthis Agreement or the due and timely performance of any of the Buyer’scovenants and agreements contained in this Agreement or in any ancillarydocument, and such misrepresentation, default or Breach shall not have beencured within five (5) days after receipt by the Buyer of notice specifyingparticularly such misrepresentation, default or Breach;

#### (ii)           bythe Buyer if there has been a material misrepresentation or a material defaultor Breach by any Seller Party with respect to any of their respectiverepresentations in this Agreement or the due and timely performance by anySeller Party of any of their respective covenants and agreements contained inthis Agreement or in any ancillary document, and such misrepresentation,default or Breach shall not have been cured within five (5) days after receiptby any Seller Party of notice specifying particularly such misrepresentation,default or Breach;

#### (iii)          bymutual written agreement of the Sellers’ Representative and the Buyer;

#### (iv)          byeither the Company or the Buyer if the Closing shall not have occurred on orbefore the ninetieth (90th) day after the date hereof; providedthat the Party seeking to terminate this Agreement shall not because ofits (and in the case of the Company, any Seller’s) breach or violation of anyrepresentation, warranty or covenant contained herein have caused the Closingnot to have occurred;

#### (v)           bythe Buyer if Wachovia Bank, National Association, or other applicable lendersunder the Amended and Restated Credit Agreement, refuse to provide the CreditAgreement Consent; provided, however, that the Buyer’s rightsunder this Section 11.1(a)(v) shall expire on June 30, 2007;

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#### (vi)          bythe Buyer if there shall have occurred (A) an effect, event or change which,individually or in the aggregate, has had or could reasonably be expected tohave a Material Adverse Effect on the Company or the Buyer or (B) anyresignation or termination of employment (or indications of an intention orplan to resign) by an executive officer or any material number of managementlevel or senior technical Company Employees; or

#### (vii)         bythe Buyer if the Buyer is not satisfied with the results of its review of, andthe due diligence investigation with respect to, any matter or mattersdescribed on Appendix C;

#### (viii)        bythe Sellers’ Representative, on the one hand, or by the Buyer, on the otherhand, if there shall be a final nonappealable order of a federal or state courtin effect preventing the consummation of the transactions contemplated by thisAgreement; or there shall be any action taken, or any statute, rule, regulationor order enacted, promulgated or issued or deemed applicable to thetransactions by any Government Authority which would make the consummation ofthe transactions illegal;

#### (ix)           bythe Buyer if there has been an amendment, supplement or revision to the SellerParty Disclosure Schedules; or

#### (x)            bythe Sellers’ Representative if there has been an amendment, supplement orrevision to the Buyer Disclosure Schedules.

### (b)           Inthe event of the termination of this Agreement pursuant to Section 11.1(a), (i)the Share Purchase shall be abandoned; (ii) the provisions of Article IX, thisArticle XI and Article XII shall remain in full force and effect and surviveany termination of this Agreement; and (iii) each Party shall remain liable forany Breach of this Agreement prior to its termination.

# **ARTICLEXIIMISCELLANEOUS**

## 12.1         Successorsand Assigns.  This Agreement shallinure to the benefit of and be binding upon the Seller Parties and theirrespective successors and assigns; provided, however, that theSeller Parties may not make any assignment of this Agreement or any interestherein without the prior written consent of the Buyer.  Any such purported assignment without suchprior written consent shall be void and of no force or effect.  This Agreement or any of the severable rightsand obligations inuring to the benefit of or to be performed by the Buyerhereunder may be assigned by the Buyer to any of its Affiliates, in whole or inpart, in which case the Buyer nonetheless shall remain responsible for thepurpose of conferring the benefits and performing the obligations required ofthe Buyer hereunder and assigned by the Buyer.

## 12.2         GoverningLaw.  This Agreement shall in allrespects be interpreted, construed and governed by and in accordance with thelaws of the State of Delaware, without regard to its conflicts of lawsprinciples.

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## 12.3         SpecificPerformance.  Each Party acknowledgesthat the other Parties shall be irreparably harmed and that there shall be noadequate remedy at law for any violation by any of them of any of the covenantsor agreements contained in this Agreement. It is accordingly agreed that, in addition to, but not in lieu of, anyother remedies which may be available upon the breach of any such covenants oragreements, each Party shall have the right to obtain injunctive relief torestrain a breach or threatened breach of, or otherwise to obtain specificperformance of, the other Parties’ covenants and agreements contained in thisAgreement.  Except as set forth inSection 9.7, all rights and remedies of the parties under this Agreementshall be cumulative, and the exercise of one or more rights or remedies willnot preclude the exercise of any other right or remedy available under thisAgreement or applicable law.

## 12.4         Severability.  Each section, subsection and lesser sectionof this Agreement constitutes a separate and distinct undertaking, covenantand/or provision hereof.  In the eventthat any provision of this Agreement shall finally be determined to beunlawful, such provision shall be deemed severed from this Agreement, but everyother provision of this Agreement shall remain in full force and effect; provided,however that if such unlawful clause is so material to the Party forwhose benefit the clause was originally included so that such Party would nothave entered into this Agreement without such unlawful clause, the severabilityof such clause shall be arbitrated pursuant to Section 12.9 hereof.  The preceding sentence is in addition to andnot in place of the severability provisions in Article X.

## 12.5         Amendment.  This Agreement may be amended, supplementedor modified only by execution of an instrument in writing signed by the Buyerand the Sellers’ Representative.

## 12.6         Waiver.  Either the Buyer, on the one hand, or anySeller Party, on the other hand, may to the extent permitted by applicable Law(i) extend the time for the performance of any of the obligations or other actsof the Seller Parties or the Buyer, as applicable, (ii) waive any inaccuraciesin the representations and warranties of the Seller Parties or the Buyer, asapplicable, contained herein or in any document delivered pursuant hereto or(iii) waive compliance with any of the agreements of the Seller Parties or theBuyer, as applicable, contained herein. No such extension or waiver shall be effective unless set forth in awritten instrument duly executed by or on behalf of the Party extending thetime of performance or waiving any such inaccuracy or non-compliance.  No waiver by any Party of any term of thisAgreement, in any one or more instances, shall be deemed to be or construed asa waiver of the same or any other term of this Agreement on any futureoccasion.

## 12.7         Notices.  Allnotices, requests, consents, waivers, and other communications required orpermitted to be given hereunder shall be in writing and shall be deemed to havebeen duly given (a) if personally delivered, upon delivery or refusal ofdelivery; (b) if mailed by registered or certified United States mail, returnreceipt requested, postage prepaid, upon delivery or refusal of delivery; or(c) if sent by a nationally recognized overnight delivery service, upondelivery or refusal of delivery.  Allnotices, consents, waivers, or other communications required or permitted to begiven hereunder shall be addressed as follows:

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### (a)           If to the Buyer:

SI International, Inc.

12012 Sunset Hills Road

Reston, Virginia  20190

Attention:    ThomasE. Dunn

Telephone:   703-234-7000

Facsimile:    703.234.7501

with a copy to:

SI International, Inc.

12012 Sunset Hills Road

Reston, Virginia  20190

Attention:    JamesE. Daniel, Vice President

                     andGeneral Counsel

Telephone:   (703)234-7000

Facsimile:   (703) 234-7501

with a second copy to:

Morrison & FoersterLLP

1650 Tysons Boulevard,Suite 400

McLean, Virginia  22102

Attention:    LawrenceT. Yanowitch, Esq.

Telephone:   (703)760-7318

Facsimile:   (703) 760-7777

### (b)           Ifto any Seller or the Sellers’ Representative:

John M. Nowak

4213 Crayton Road

Naples, Florida  34103

Telephone:   (616)846-6756

Facsimile:   (616) 846-6756 (follow prompts for facsimile delivery)

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with a copy to:

Kegler, Brown, Hill &Ritter Co., LPA

65 E. State Street, Suite1800

Columbus, Ohio  43215

Attention:    Charles J. Kegler, Esq.

Telephone:   (614)462-5446

Facsimile:   (614) 464-2634

Professional PlanningConsultants, Inc.

5000 Horizons Drive

Columbus, Ohio  43220

Attention:    James H. Wyland

Telephone:   (614)267-2600

Facsimile:   (614) 267-2700

or at such other addressor addresses as the Party addressed may from time to time designate in writingpursuant to notice given in accordance with this section.

## 12.8         Expenses. Except as otherwise provided in Article IX, all costs and expenses ofthe Company and any Seller (including, without limitation, financial advisoryfees, legal fees and expenses, broker and finder fees, fees and expenses ofaccountants) incurred by the Company or any Seller in connection with thetransactions contemplated hereby shall be borne by the Sellers and all costsand expenses of the Buyer (including, without limitation, financial advisoryfees, legal fees and expenses, broker and finder fees, fees and expenses ofaccountants) incurred by the Buyer in connection with the transactionscontemplated hereby shall be borne by the Buyer.  The Sellers’ Representative may direct theBuyer to satisfy any of the Sellers’ obligations under this Section 12.8 at theClosing, in which case the Closing Payment shall be reduced by a correspondingamount.

## 12.9         Arbitration.

### (a)           Except as set forth in Article X, Section 12.3 and Section12.9(c) hereof, any dispute, difference, controversy or claim arising inconnection with or related or incidental to, or question occurring under, thisAgreement or the subject matter hereof shall be finally settled under theCommercial Arbitration Rules (the “Rules”) of the American ArbitrationAssociation (“AAA”), unless otherwise agreed, by an arbitral tribunalcomposed of three (3) arbitrators, at least one (1) of whom shall be anattorney experienced in corporate transactions, appointed by agreement of theBuyer and the Sellers’ Representative in accordance with said Rules.  In the event Buyer and the Sellers’Representative fail to agree upon a panel of arbitrators from the first list ofpotential arbitrators proposed by the AAA, the AAA will submit a second list inaccordance with such Rules.  In the eventBuyer and the Sellers’ Representative shall have failed to agree upon a fullpanel of arbitrators from such second list, any remaining arbitrators to beselected shall be appointed by the AAA in accordance with such Rules.  If at the time of the arbitration Buyer andthe Sellers’ Representative agree in writing to submit the dispute to a singlearbitrator, such single arbitrator shall be appointed by agreement of Buyer andthe Sellers’

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### Representative in connection with theforegoing procedure or failing such agreement by the AAA in accordance withsuch Rules.  All arbitrators shall beneutral arbitrators and subject to Rule 19 of the Rules.

### (b)           Thearbitrators shall not have the authority to add to, detract from, or modify anyprovision hereof nor to award punitive damages to any injured Party.  A decision by a majority of the arbitratorsshall be final, conclusive and binding. The arbitrators shall deliver a written and reasoned award with respectto the dispute to each of the parties, who shall promptly act in accordancetherewith.  Any arbitration proceedingshall be held in Chicago, Illinois.

### (c)           TheParties hereby exclude any right of appeal to any court on the merits of thedispute.  The provisions of this Section12.9 may be enforced in any court having jurisdiction over the award or any ofthe Parties or any of their respective assets, and judgment on the award(including without limitation equitable remedies) granted in any arbitrationhereunder may be entered in any such court. Nothing contained in this Section 12.9 shall prevent any Party from seekinginjunctive or other equitable relief from any court of competent jurisdiction,without the need to resort to arbitration.

## 12.10       CompleteAgreement.  This Agreement, thosedocuments expressly referred to herein, including all exhibits and schedules hereto,and the other documents of even date herewith, together with theConfidentiality Agreement signed by the Buyer on November 17, 2006 and theCompany on November 21, 2006, between the Buyer and the Company (which shallterminate automatically at the Closing), embody the complete agreement andunderstanding among the Parties and supersede and preempt any priorunderstandings, agreements or representation by or among the Parties, writtenor oral, which may have related to the subject matter herein.

## 12.11       Absenceof Third Party Beneficiary Rights. No provision of this Agreement is intended, nor will be interpreted, toprovide or create any third party beneficiary rights or any other rights of anykind in any client, customer, Affiliate, shareholder, employee or partner ofany Party hereto or any other Person.

## 12.12       MutualDrafting.  This Agreement is themutual product of the Parties, and each provision hereof has been subject tothe mutual consultation, negotiation and agreement of each of the Parties, andshall not be construed for or against any Party hereto.

## 12.13       FurtherRepresentations.  Each Party to thisAgreement acknowledges and represents that it has been represented by its ownlegal counsel in connection with the transaction contemplated by thisAgreement, with the opportunity to seek advice as to its legal rights from suchcounsel.  Each Party further representsthat it is being independently advised as to the Tax or securities consequencesof the transactions contemplated by this Agreement and is not relying on anyrepresentation or statements made by any other Party as to such Tax andsecurities consequences.

## 12.14       Gender.  Unless the context clearly indicatesotherwise, where appropriate the singular shall include the plural and themasculine shall include the feminine or neuter, and vice

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## versa, to the extent necessary to give theterms defined herein and/or the terms otherwise used in this Agreement theproper meanings.

## 12.15       Headings.  The headings in this Agreement are intendedsolely for convenience of reference and shall be given no effect in theconstruction or interpretation of this Agreement.

## 12.16       Counterparts.  This Agreement may be executed in two or morecounterparts, each of which when executed and delivered shall be deemed an originaland all of which, taken together, shall constitute the same agreement.  This Agreement and any document or schedulerequired hereby may be executed by facsimile signature which shall beconsidered legally binding for all purposes.

*[Signaturesappear on following page(s).]*

 

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## **IN WITNESS WHEREOF**,each Party hereto has caused this Agreement to be signed by its officerthereunto duly authorized as of the date first above written.

|            | ** ** | **BUYER:**                 |
|------------|------------|----------------------------|
| ** ** | ** ** | ** **                 | ** ** | ** ** |
| ** ** | ** ** | **SI INTERNATIONAL, INC.** |
| ** ** | ** ** | ** **                 | ** ** | ** ** |
| ** ** | ** ** | ** **                 | ** ** | ** ** |
|       |       | By:                        |   | /s/ Thomas E. Dunn |
|       |       | Name:                      |   | Thomas E. Dunn |
|       |       | Title:                     |   | EVP, Chief Financial Officer and Treasurer |
|       |       |                       |   |   |
|       |       |                       |   |   |
| ** ** | ** ** | **COMPANY:**               |
| ** ** | ** ** | ** **                 |
| ** ** | ** ** | **LOGTEC****, INC.**       |
| ** ** | ** ** | ** **                 |
| ** ** | ** ** | ** **                 |
|       |       | By:                        |   | /s/ John M. Nowak |
|       |       | Name:                      |   | John M. Nowak |
|       |       | Title:                     |   | CEO |
|       |       |                       |   |   |
|       |       |                       |   |   |
| ** ** | ** ** | **SELLERS:**               |
| ** ** | ** ** | ** **                 |
| ** ** | ** ** | ** **                 |
|       |       | /s/ John M. Nowak          |
|       |       | JOHN M. NOWAK              |
|       |       |                       |   |   |
|       |       |                       |   |   |
|       |       | /s/ Meredith H. Mynhier    |
|       |       | MEREDITH H. MYNHIER        |
|       |       |                       |
|       |       |                       |
|       |       | /s/ Jolene R. Mynhier      |
|       |       | JOLENE R. MYNHIER          |

 

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|        |   | /s/ John M. Nowak                                                                                               |
|--------|--------|-----------------------------------------------------------------------------------------------------------------|
|   |   | JOHN M. NOWAK, Trustee of the John M. Nowak 1/20/99  Revocable Trust Agreement                                  |
|   |   |                                                                                                            |
|   |   |                                                                                                            |
|   |   | /s/ Meredith H. Mynhier                                                                                         |
|   |   | MEREDITH H. MYNHIER, Trustee of the Meredith H.  Mynhier 4/29/03 Amended and Restated Revocable Trust Agreement |
|   |   |                                                                                                            |
|   |   |                                                                                                            |
|   |   | /s/ John M. Nowak                                                                                               |
|   |   | JOHN M. NOWAK, Trustee of the Meredith H. Mynhier  12/31/05 Grantor Retained Annuity Trust                      |
|   |   |                                                                                                            |
|   |   |                                                                                                            |
|   |   | /s/ Jolene R. Mynhier                                                                                           |
|   |   | JOLENE R. MYNHIER, Trustee of the Jolene R. Mynhier  9/9/02 Amended and Restated Revocable Trust Agreement      |
|   |   |                                                                                                            |
|   |   |                                                                                                            |
|   |   | /s/ John M. Nowak                                                                                               |
|   |   | JOHN M. NOWAK, Trustee of the Jolene R. Mynhier  12/31/05 Grantor Retained Annuity Trust                        |
|   |   |                                                                                                            |   |   |
|   |   |                                                                                                            |   |   |
|   |   | /s/ Maureen K. Nowak                                                                                            |
|   |   | MAUREEN K. NOWAK, Trustee of the John M. Nowak  12/31/05 Grantor Retained Annuity Trust                         |

** **

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**SCHEDULE**

Schedule 1             List ofShareholders

**APPENDICES**

Appendix A          Defined Terms

Appendix B           Modified GAAP

Appendix C           CertainMatters

**EXHIBITS**

Exhibit A                Escrow Agreement

Exhibit B                List of Key Employees

Exhibit C                Form of Non-Competition andNon-Solicitation Agreement

Exhibit D                Form of Opinion of Counsel

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**SCHEDULE1**

**List ofShareholders**

1.                                       JOHNM. NOWAK, as Trustee of the John M. Nowak 1/20/99 Revocable Trust Agreement

2.                                       MEREDITHH. MYNHIER, as Trustee of the Meredith H. Mynhier 4/29/03 Amended and RestatedRevocable Trust Agreement

3.                                       JOHNM. NOWAK, as Trustee of the Meredith H. Mynhier 12/31/05 Grantor RetainedAnnuity Trust (GRAT)

4.                                       JOLENER. MYNHIER, as Trustee of the Jolene R. Mynhier 9/9/02 Amended and RestatedRevocable Trust Agreement

5.                                       JOHNM. NOWAK, as Trustee of the Jolene R. Mynhier 12/31/05 Grantor Retained AnnuityTrust (GRAT)

6.                                       MAUREENK. NOWAK, as Trustee of the John M. Nowak 12/31/05 Grantor Retained AnnuityTrust (GRAT)

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