EXHIBIT 10.2


                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

                                 BY AND BETWEEN

                        JONES LANG LASALLE INCORPORATED,

                       SPAULDING & SLYE ACQUISITION CORP.

                                      AND

                        SPAULDING AND SLYE PARTNERS LLC

                                  RELATING TO

                             SPAULDING AND SLYE LLC

                          DATED AS OF NOVEMBER 26, 2005


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<TABLE>
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                                        TABLE OF CONTENTS
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ARTICLE                                                                                      PAGE
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<S>                                                                                          <C>

ARTICLE I  DEFINITIONS AND CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     1.1     Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     1.2     Knowledge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10
     1.3     Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10

ARTICLE II  SALE AND PURCHASE OF MEMBERSHIP INTERESTS; CLOSING. . . . . . . . . . . . . . .    10
     2.1     Sale and Purchase of the Membership Interests. . . . . . . . . . . . . . . . .    10
     2.2     Total Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10
     2.3     [Intentionally omitted]. . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
     2.4     Payment Plan; Right of Inspection. . . . . . . . . . . . . . . . . . . . . . .    14
     2.5     Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
     2.6     Allocation of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . .    15

ARTICLE III  CLOSING DATE BALANCE SHEET; OWNERSHIP OF
      CERTAIN ASSETS AND LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
     3.1     Closing Date Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . .    16
     3.2     Dispute Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
     3.3     Reconciliation of Closing Date Liabilities . . . . . . . . . . . . . . . . . .    18

ARTICLE IV  SELLER'S REPRESENTATIONS AND WARRANTIES REGARDING
       SELLER AND ITS AFFILIATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18
     4.1     Due Organization and Standing; Records . . . . . . . . . . . . . . . . . . . .    19
     4.2     Authority; Execution and Delivery; Enforceability. . . . . . . . . . . . . . .    19
     4.3     No Conflicts; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
     4.4     Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
     4.5     Ownership of Membership Interests. . . . . . . . . . . . . . . . . . . . . . .    20
     4.6     Project Finance Documents. . . . . . . . . . . . . . . . . . . . . . . . . . .    20

ARTICLE V  SELLER'S REPRESENTATIONS AND WARRANTIES
      REGARDING THE COMPANY AND ITS SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . .    20
     5.1     Due Organization, Standing and Power . . . . . . . . . . . . . . . . . . . . .    21
     5.2     Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
     5.3     Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
     5.4     Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
     5.5     Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . .    23
     5.6     Ordinary Course; No Material Adverse Change. . . . . . . . . . . . . . . . . .    23
     5.7     Accounts Receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
     5.8     Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
     5.9     Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
     5.10    Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
     5.11    Permits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
     5.12    Real Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
     5.13    Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26


                                        i
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     5.14    Compliance with Governmental Requirements. . . . . . . . . . . . . . . . . . .    27
     5.15    Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28
     5.16    Employee Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    29
     5.17    Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
     5.18    Accounts Payable and Other Accrued Expenses. . . . . . . . . . . . . . . . . .    31
     5.19    Prohibited Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
     5.20    Absence of Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
     5.21    Major Clients. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    33
     5.22    Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    34
     5.23    Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    34
     5.24    Affiliate and Associate Transactions . . . . . . . . . . . . . . . . . . . . .    34
     5.25    No Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
     5.26    No Finder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
     5.27    Title to and Sufficiency of Assets . . . . . . . . . . . . . . . . . . . . . .    35
     5.28    Tangible Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
     5.29    Computer System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
     5.30    Construction and Development Contracts . . . . . . . . . . . . . . . . . . . .    36
     5.31    Government Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
     5.32    [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
     5.33    [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
     5.34    Warranty Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
     5.35    Information Accurate and Complete; Reliance. . . . . . . . . . . . . . . . . .    38

ARTICLE VI  REPRESENTATIONS AND WARRANTIES OF JLL AND
      PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
     6.1     Due Organization and Standing. . . . . . . . . . . . . . . . . . . . . . . . .    38
     6.2     Authority; Execution and Delivery; Enforceability. . . . . . . . . . . . . . .    38
     6.3     No Conflicts; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
     6.4     No Finder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
     6.5     Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39

ARTICLE VII  COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
     7.1     Access to Information; Confidentiality . . . . . . . . . . . . . . . . . . . .    39
     7.2     Pre Closing Restrictions on Conduct of Business. . . . . . . . . . . . . . . .    41
     7.3     Compliance with Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
     7.4     Certain Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
     7.5     Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
     7.6     Consents, Filings and Authorizations; Efforts to Consummate. . . . . . . . . .    44
     7.7     Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
     7.8     Non-Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
     7.9     Resignation and General Release. . . . . . . . . . . . . . . . . . . . . . . .    46
     7.10    No Inconsistent Action . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
     7.11    Maintenance of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
     7.12    Limited Liability Company Operating Agreement of the Company after the Closing    46
     7.13    [Intentionally Omitted]. . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
     7.14    Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46


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     7.15    Project Finance Consents . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
     7.16    Certain Excluded Liabilities . . . . . . . . . . . . . . . . . . . . . . . . .    47
     7.17    Broker of Record . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
     7.18    Current Service Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . .    47
     7.19    S&S Construction Assignment of Shares. . . . . . . . . . . . . . . . . . . . .    48
     7.20    No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
     7.21    Use of Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48

ARTICLE VIII  CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . .    49
     8.1     Conditions to Purchaser's Obligations. . . . . . . . . . . . . . . . . . . . .    49
     8.2     Conditions to Seller's Obligations . . . . . . . . . . . . . . . . . . . . . .    52

ARTICLE IX  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    53
     9.1     Indemnification by Seller. . . . . . . . . . . . . . . . . . . . . . . . . . .    53
     9.2     Indemnification by JLL and Purchaser . . . . . . . . . . . . . . . . . . . . .    54
     9.3     Calculation of Losses; Limitation; Exclusive Remedy. . . . . . . . . . . . . .    54
     9.4     Indemnification Procedures . . . . . . . . . . . . . . . . . . . . . . . . . .    55
     9.5     Termination of Indemnification Obligations . . . . . . . . . . . . . . . . . .    56
     9.6     Payment of Losses; Indemnification Limitation. . . . . . . . . . . . . . . . .    57
     9.7     Right of Offset; Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . . .    57
     9.8     Consequential Damages, etc . . . . . . . . . . . . . . . . . . . . . . . . . .    58

ARTICLE X  TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    58
     10.1    Tax Period Ending on or Before the Closing Date. . . . . . . . . . . . . . . .    58
     10.2    Tax Periods Beginning Before and Ending After the Closing Date . . . . . . . .    58
     10.3    Preparation of Tax Returns at Direction of Seller. . . . . . . . . . . . . . .    59
     10.4    Cooperation on Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . .    59
     10.5    Certain Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60

ARTICLE XI  TERMINATION; EFFECT OF TERMINATION. . . . . . . . . . . . . . . . . . . . . . .    60
     11.1    Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60
     11.2    Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61

ARTICLE XII  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
     12.1    Waivers and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
     12.2    Governing Law; Jurisdiction and Venue. . . . . . . . . . . . . . . . . . . . .    61
     12.3    Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
     12.4    No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . .    62
     12.5    Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
     12.6    Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
     12.7    Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
     12.8    Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    63
     12.9    Titles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    63
     12.10   Delays or Omissions; Cumulative Nature of Remedies . . . . . . . . . . . . . .    63
     12.11   Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    63
     12.12   Waiver of Trial by Jury. . . . . . . . . . . . . . . . . . . . . . . . . . . .    63
     12.13   Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    63
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                                      iii
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                                    SCHEDULES
                                    ---------

     Disclosure Schedule with respect to the matters to be disclosed pursuant to
Sections 4.3, 4.6 and 5.1 through 5.35 of this Agreement.

Schedule  1.2          Knowledge
Schedule  3.1          Certain  Liabilities
Schedule  6.3          Purchaser  Consents
Schedule  7.2          Permitted  Changes
Schedule  7.8          Permitted  Activities
Schedule  7.16         Excluded  Liabilities
Schedule  8.1(b)       Consent  and  Waivers
Schedule  8.1(h)       Employment  Agreements


                                       iv
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                                    EXHIBITS
                                    --------

Exhibit A             Description  of  Business
Exhibit B             LLC  Agreement
Exhibit C             General  Release
Exhibit D             Trademark  License  Agreement
Exhibit E             Employment  Agreement


                                        v
<PAGE>
                     MEMBERSHIP INTEREST PURCHASE AGREEMENT
                     --------------------------------------


     THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "AGREEMENT"), dated as of
November  26,  2005,  is  made by and between JONES LANG LASALLE INCORPORATED, a
Maryland  corporation  ("JLL"),  SPAULDING  AND  SLYE  PARTNERS  LLC, a Delaware
limited  liability  company,  with  its  principal  offices located at 255 State
Street, Boston, Massachusetts 02109 ("SELLER"), and SPAULDING & SLYE ACQUISITION
CORP.,  a  Delaware  corporation, with its principal offices located at 200 East
Randolph  Drive,  Chicago,  Illinois  60601  ("PURCHASER").  JLL,  Seller  and
Purchaser  are  sometimes referred to individually as a "Party" and collectively
as  the  "Parties."

                                R E C I T A L S:
                                - - - - - - - --

     A.     Seller owns one hundred percent (100%) of the outstanding membership
interests  (the  "MEMBERSHIP  INTERESTS")  in Spaulding and Slye LLC, a Delaware
limited  liability  company  (the  "COMPANY");  and

     B.     Seller  desires  to  sell  the Membership Interests to Purchaser and
Purchaser  desires  to  purchase  the  Membership Interests from Seller, for the
consideration and upon the terms and subject to the conditions set forth in this
Agreement;  and

     C.     JLL owns, directly or indirectly, 100% of the issued and outstanding
shares  of  the  capital  stock  of  Purchaser.

                                A G R E E M E N T
                                - - - - - - - - -

     In  consideration  of the foregoing and the mutual covenants and agreements
contained  in  this  Agreement,  and  intending  to be legally bound hereby, the
Parties  hereby  agree  as  follows:

                                    ARTICLE I
                                    ---------

                          DEFINITIONS AND CONSTRUCTION
                          ----------------------------

     1.1     DEFINITIONS.  In  addition  to  the terms defined elsewhere in this
             -----------
Agreement,  the  following  words and phrases shall have the following meanings:

     "1060 FORMS" has the meaning specified in Section 2.6(d).
                                               --------------

     "ACCOUNT" means the account of Seller referred to in Section 2.2(a) hereof.
                                                          --------------

     "AFFILIATE"  means,  with  respect  to any Person, any individual or entity
that,  directly  or indirectly, through one or more intermediaries, controls, is
controlled  by  or  is  under  common control with such Person.  As used in this
definition,  "control"  means  the direct or indirect ownership of fifty percent
(50%)  or more of the outstanding capital stock or other equity interests having
ordinary  voting  power.


<PAGE>
     "AGREEMENT"  has  the  meaning specified in the Preamble to this Agreement.

     "ALTERNATE  ACCOUNTING  FIRM"  has  the  meaning  specified  in Section 3.2
                                                                     -----------
hereof.

     "APPLICABLE  LAW"  shall  mean  all  laws  of  any  Governmental Authority,
including  without  limitation  federal  and  state  securities  laws, Tax laws,
ordinances, judgments, decrees, injunctions, writs and orders or like actions of
any  Governmental  Authority and rules and regulations of any federal, regional,
state,  county,  municipal or other Governmental Authority, which are applicable
to  the  Company,  any  Subsidiary  or  any  specified  Person.

     "BALANCE SHEET" has the meaning set forth in Section 5.4 hereof.
                                                  -----------

     "BALANCE  SHEET  DATE"  has  the  meaning  set forth in Section 5.4 hereof.
                                                             -----------

     "BALANCE  SHEET  ITEMS"  has  the  meaning specified in Section 3.1 hereof.
                                                             -----------

     "BASKET" has the meaning set forth in Section 9.6 hereof.
                                           -----------

     "BENEFIT  PLAN"  means any employee benefit plan, program, policy, contract
(whether  or  not  written)  or arrangement, including any pension or retirement
plan,  deferred  compensation  plan, vacation pay plan, stock option plan, bonus
plan, change in control agreement or plan, stock purchase plan, hospitalization,
disability  or  other insurance plan, or severance, retention or termination pay
plan  or  policy,  maintained,  sponsored, or contributed to by the Company with
respect  to which the Company has any liability whether contingent or otherwise.

     "BUSINESS"  means  the  business  of the Company and its Subsidiaries as is
more  particularly  described  on  Exhibit  A  attached  hereto.
                                   ----------

     "BUSINESS  DAY"  means any day other than Saturday, Sunday and any day that
in  the  State  of  Illinois  is  a  legal  holiday  or  a  day on which banking
institutions  are  permitted  to  be  closed.

     "CERCLA"  means the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 as amended by the Superfund Amendments and Reauthorization
Act of 1986, or as otherwise amended or reformed from time to time.

     "CERCLIS" means the Comprehensive Environmental Response, Compensation, and
Liability  Information  System.

     "CLOSING"  means  the  closing  of  the sale and purchase of the Membership
Interests.

     "CLOSING  DATE"  means  the  later  of (i) January 3, 2006, or (ii) or such
other  date  as the Parties may mutually agree upon, provided, however, that the
Closing  shall  be deemed effective for all purposes hereunder at the opening of
business  on  January  1,  2006.

     "CLOSING  DATE  BALANCE  SHEET"  has  the  meaning specified in Section 3.1
                                                                     -----------
hereof.

     "CLOSING DATE LIABILITIES" has the meaning specified in Section 3.1 hereof.
                                                             -----------


                                        2
<PAGE>
     "CLOSING  DATE  PURCHASE  PRICE"  means  One  Hundred Fifty Million Dollars
($150,000,000).

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COMPANY" has the meaning specified in the Recitals hereto.

     "COMPANY  DEBT"  means,  whether  or  not reflected on the Balance Sheet or
Latest  Balance Sheet, all indebtedness of the Company or any Subsidiary owed to
financial  institutions  or  other  Persons,  all  preferred  equity  and  all
liabilities  under  capitalized  leases  of  the Company or any Subsidiary under
GAAP,  including,  without  limitation,  the aggregate amount of all outstanding
principal,  all  accrued  interest  and  dividends,  all  paid  but  unamortized
origination  expense  and  any  unpaid fees and expenses, premiums, penalties or
other  amounts  (including  losses,  costs,  penalties  and expenses, if any, of
lenders  and  other parties to Contracts relating to the foregoing items arising
from  the  payment  or  prepayment of such items) payable in connection with the
payment  or repayment at or after the Closing of any of the foregoing; provided,
however,  that  in  no  event  shall a lease of real property constitute Company
Debt.

     "COMPANY LEASES" has the meaning specified in Section 5.12(b) hereof.
                                                   ---------------

     "COMPANY  MATERIAL  ADVERSE EFFECT" shall mean any material adverse change,
event,  circumstance  or  development,  other  than  a Company Permitted Adverse
Effect,  with  respect  to,  or  material  adverse  effect on, (i) the business,
assets,  liabilities, capitalization, condition (financial or other), or results
of  operations  of  the Company and the Subsidiaries, taken as a whole, (ii) the
ability  of  Purchaser  to  operate  the business of the Company and each of the
Subsidiaries,  taken as a whole, immediately after the Closing, substantially in
the  manner  as  such business was operated by the Company and the Subsidiaries,
taken  as a whole, immediately prior to the Closing or (iii) Seller's ability to
consummate the transactions contemplated by this Agreement. For the avoidance of
doubt,  the parties agree that, other than in connection with the definitions of
Company  Material  Adverse  Effect  set  forth  above,  the  terms  "material,"
"materially"  or  "materiality"  as used in this Agreement with an initial lower
case  "m"  shall  have their respective customary and ordinary meanings, without
regard  to  the  meaning  ascribed  to  Company  Material  Adverse  Effect.

     "COMPANY  PERMITTED ADVERSE EFFECT" shall mean any material adverse change,
event,  circumstance  or  development  arising  out  of  (a)  changes in general
economic  or political conditions or the financing or capital markets in general
or  changes  in  currency exchange rates, (b) changes in laws or interpretations
thereof  by  any Governmental Authority or changes in accounting requirements or
principles,  (c)  changes affecting generally the industries or markets in which
the  Company  and  the  Subsidiaries  conduct  business  which  do  not  have  a
disproportionate  impact  on the Company and the Subsidiaries, taken as a whole,
(d)  the  consummation  of the transactions contemplated hereby, (e) any natural
disaster,  sabotage,  military  action  or  war (whether or not declared) or any
escalation  or  worsening thereof, (f) any action required to be taken under any
law  or  order  or  any  existing  agreement  by which the Company or any of the
Subsidiaries  (or  any of their respective properties) is bound, provided that a
true,  correct  and  complete  copy  of  each  such  existing agreement has been
delivered  to Purchaser prior to the date hereof, or (g) the public announcement
of  this  Agreement, the pendency of the transactions contemplated hereby or the
performance  by  Seller  or  the  Company  of  their  obligations  hereunder.


                                        3
<PAGE>
     "COMPANY'S  RECORD  BOOKS" has the meaning specified in Section 5.9 hereof.
                                                             -----------

     "COMPANY  SPONSORED BENEFIT PLAN" has the meaning specified in Section 5.16
                                                                    ------------
hereof.

     "COMPUTER  SYSTEM"  means, collectively, all computer hardware and software
and  related  materials  used  by  the  Company.

     "CONFIDENTIAL  INFORMATION"  has  the  meaning  specified in Section 7.1(c)
                                                                  --------------
hereof.

     "CONFIDENTIAL  INFORMATION  MEMORANDUM"  means the Confidential Information
Memorandum  respecting  the  Company  and its Subsidiaries prepared by Covington
Associates.

     "CONFIDENTIALITY  AGREEMENT"  has  the  meaning specified in Section 7.1(b)
                                                                  --------------
hereof.

     "CONSTRUCTION  CONTRACT"  has the meaning specified in Section 5.30 hereof.
                                                            ------------

     "CONTRACT"  means  any  contract,  lease,  binding commitment, sales order,
purchase  order, agreement, indenture, mortgage, note, bond, warrant, instrument
or  license,  whether  written  or  oral.

     "CT&T" has the meaning specified in Section 9.7(c) hereof.
                                         --------------

     "DOLLARS" means the currency of the United States of America.

     "ENVIRONMENTAL CLAIM" means any claim, liability, investigation, litigation
or  administrative proceeding, whether pending or threatened pursuant to written
or  oral  notification,  or  any  judgment  or  order  relating to any Hazardous
Materials  asserted  or  threatened  pursuant  to  written  or oral notification
against  the  Company or any Subsidiary or any event giving rise to liability of
the  Company  or  any Subsidiary under any Environmental Law with respect to any
property  now  or  previously  owned  or  leased  by  the  Company or any of its
Subsidiaries  or  in  any  other  manner  relating  to,  or  arising  from or in
connection  with  the  conduct  of  the  Business  of  the Company or any of its
Subsidiaries.

     "ENVIRONMENTAL LAWS" means all applicable federal, state, local and foreign
statutes,  rules  regulations,  ordinances (including, without limitation, those
specified  in  the definition of Hazardous Materials) codes, decrees, judgments,
directives,  orders  and  other provisions that have the force or effect of law,
all  judicial  and  administrative  orders and determinations (including consent
orders  and  agreements  with  Governmental  Authorities),  and  all  common law
concerning public health and safety, pollution or protection of the environment,
natural  resources  or  worker health and safety, including, without limitation,
those  related  to  the  manufacture,  presence,  use,  production,  generation,
handling,  transportation, treatment, storage, disposal, distribution, labeling,
testing,  processing, discharge, Release, threatened Release, control or cleanup
of  Hazardous  Materials.


                                        4
<PAGE>
     "ERISA"  means  the  Employee  Retirement  Income  Security Act of 1974, as
amended.

     "ERISA  AFFILIATE" means with respect to any Person, any corporation, trade
or  business which, together with such Person, is a member of a controlled group
of  corporations  or  a  group  of trades or business under common control or is
otherwise  treated as a single employer under section 414(b), (c), (m) or (o) of
the  Code.

     "ESCROW"  has  the  meaning  specified  in  Section  2.5  hereof.
                                                 ------------

     "ESCROWEE"  has  the  meaning  specified  in  Section  2.5  hereof.
                                                   ------------

     "EXCLUDED  LIABILITIES"  has  the meaning specified in Section 7.16 hereof.
                                                            ------------

     "FABS"  means  "Financial  Business  Solutions".  FABS schedule contractors
provide services such as financial management, budget formulation, execution and
monitoring,  accounting,  financial  audits,  etc.

     "GAAP"  means  United  States  generally  accepted  accounting  principles.

     "GOVERNMENT  CONTRACT"  has  the  meaning specified in Section 5.31 hereof.
                                                            ------------

     "GOVERNMENTAL  AUTHORITY"  means  any  federal,  state,  local  or  foreign
government  administrative  agency,  governmental commission, department, board,
bureau,  agency  or  instrumentality, court, tribunal, administrative law judge,
arbitrator  or arbitral body or other governmental authority or instrumentality,
domestic  or  foreign.

     "GOVERNMENTAL REQUIREMENTS" means, as of the date of determination thereof,
all  Applicable Laws or similar forms of decision of any Governmental Authority.

     "GSA" has the meaning specified in Section 5.31 hereof.
                                        ------------

     "HAZARDOUS  MATERIALS"  means  hazardous  wastes,  hazardous  substances,
hazardous  constituents,  toxic substances or related materials, whether solids,
liquids  or  gases  including  but  not limited to substances defined as "PCBs,"
"hazardous  wastes,"  "hazardous  substances," "toxic substances," "pollutants,"
"contaminants,"  "radioactive  materials,"  "petroleum," "petroleum substances,"
asbestos,  asbestos-containing  material,  urea  formaldehyde  or materials that
contain it, or other similar designations in, or otherwise subject to regulation
under, CERCLA,; the Toxic Substance Control Act ("TSCA"), 15 U.S.C. Sec. 2601 et
seq.;  the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sec. 9601;
the  Clean  Water  Act  ("CWA"),  33 U.S.C. Sec. 1251 et seq.; the Safe Drinking
Water Act, 42 U.S.C.Sec. 300f et seq.; the Clean Air Act ("CAA"), 42 U.S.C. Sec.
7401  et seq.; the Atomic Energy Act of 1954, as amended, 42 U.S.C. Sec. 2011 et
seq.;  the  Hazardous Materials Transportation Act ("HMTA"), 49 U.S.C. Sec. 5201
et  seq.;  or under any other Environmental Law that defines the same or similar
terms;  and  in  the  plans,  rules, regulations or ordinances adopted, or other
criteria,  guidance  and guidelines promulgated and/or published pursuant to the
preceding  laws or other similar laws, regulations, rules or ordinances, and any
other  substances,  constituents  or wastes subject to environmental regulations
under  any  Applicable  Law.


                                        5
<PAGE>
     "HSR  ACT"  means the Hart Scott Rodino Antitrust Improvements Act of 1976,
as  amended.

     "INDEMNIFIED  PARTY"  has  the  meaning specified in Section 9.4(a) hereof.
                                                          --------------

     "INDEMNIFYING  PARTY"  has  the meaning specified in Section 9.4(a) hereof.
                                                          --------------

     "INITIAL  RESOLUTION  PERIOD"  has  the  meaning  specified  in Section 3.1
                                                                     -----------
hereof.

     "IRS" means the United States Internal Revenue Service.

     "JLL" has the meaning specified in the Preamble to this Agreement.

     "JLL  MATERIAL  ADVERSE  EFFECT"  shall  mean  any material adverse change,
event,  circumstance  or development, other than a JLL Permitted Adverse Effect,
with  respect  to,  or  material  adverse  effect  on, (i) the business, assets,
liabilities,  capitalization,  condition  (financial  or  other),  or results of
operations  of JLL and its subsidiaries, taken as a whole or (ii) the ability of
Purchaser  or JLL to consummate the transactions contemplated by this Agreement.
For  the  avoidance  of  doubt, the parties agree that, other than in connection
with  the  definition  of JLL Material Adverse Effect set forth above, the terms
"material",  "materially"  or  "materiality"  as  used in this Agreement with an
initial  lower  case  "m"  shall  have  their  respective customary and ordinary
meanings, without regard to the meaning ascribed to JLL Material Adverse Effect.

     "JLL  PERMITTED  ADVERSE  EFFECT"  shall  mean any material adverse change,
event,  circumstance  or  development  arising  out  of  (a)  changes in general
economic  or political conditions or the financing or capital markets in general
or  changes  in  currency exchange rates, (b) changes in laws or interpretations
thereof  by  any Governmental Authority or changes in accounting requirements or
principles,  (c)  changes affecting generally the industries or markets in which
JLL  conducts  business  which do not have a disproportionate impact on JLL, (d)
the  consummation  of  the  transactions  contemplated  hereby,  (e) any natural
disaster,  sabotage,  military  action  or  war (whether or not declared) or any
escalation  or  worsening thereof, (f) any action required to be taken under any
law  or  order  or  any  existing  agreement  by  which Purchaser (or any of its
properties)  is  bound,  or  (g)  the public announcement of this Agreement, the
pendency  of  the  transactions contemplated hereby or the performance by JLL or
Purchaser  of  their  obligations  hereunder.

     "KEY  EMPLOYEE  LIST"  has  the  meaning  specified in Section 5.15 hereof.
                                                            ------------

     "LATEST  BALANCE  SHEET"  has  the meaning specified in Section 5.4 hereof.
                                                             -----------

     "LATEST  BALANCE  SHEET  DATE"  has  the  meaning  specified in Section 5.4
                                                                     -----------
hereof.

     "LATEST  FINANCIAL  STATEMENTS"  has  the  meaning specified in Section 5.4
                                                                     -----------
hereof.

     "LIABILITY"  means  any  liability  or  obligation  of  any kind, nature or
description  (whether  known or unknown, whether asserted or unasserted, whether
absolute  or  contingent,  whether  accrued  or unaccrued, whether liquidated or
unliquidated,  and whether due or to become due), including, without limitation,
any  liability  for  Taxes.


                                        6
<PAGE>
     "LIEN"  means any mortgage, deed of trust, lien, security interest, pledge,
hypothecation,  charge,  claim,  restriction,  or encumbrance of any kind or any
preference,  priority,  or  other  agreement  for  security  or  preferential
arrangement  of any kind or nature whatsoever (including any conditional sale or
title  retention  agreement).

     "LLC  AGREEMENT"  has  the  meaning  specified  in  Section  2.4(a).
                                                         ---------------

     "LOSSES"  means  collectively,  all  losses,  Liabilities, charges, claims,
demands,  penalties, fines, costs, fees, amounts paid (i) in settlement, or (ii)
to  cure,  or  (iii)  to  obtain  waiver  of,  defaults,  damages  and  expenses
(including, without limitation, reasonable legal fees and expenses, court costs,
reasonable  costs  of  investigation  and  costs  of  appeal).

     "MAJOR  CLIENTS"  has  the  meaning  specified  in  Section  5.21  hereof.
                                                         -------------

     "MAS"  has  the  meaning  specified  in  Section  5.31  hereof.
                                              -------------

     "MATERIAL  CONTRACTS"  means  contracts of the Company and its Subsidiaries
described  in  Section  5.8(a).
               ---------------

     "MEMBERSHIP  INTERESTS"  has  the meaning specified in the Recitals hereto.

     "MOBIS"  means  "Mission  Oriented  Business  Integrated  Services."  MOBIS
schedule  contractors  provide  services  such  as  consulting, studies surveys,
training  services,  facilitation  services,  etc.

     "NET  CASH  COLLECTIONS  OF  ANY  CLOSING DATE ACCOUNTS RECEIVABLE" has the
meaning  specified  in  Section  3.3(a)  hereof.
                        ---------------

     "NOTICE"  means  notification  in  either  written,  electronic  or, to the
Knowledge  of  Seller,  oral  form.

     "OBJECTION NOTICE" has the meaning specified in Section 3.1 hereof.
                                                     -----------

     "OBJECTION PERIOD" has the meaning specified in Section 3.1 hereof.
                                                     -----------

     "ORDINARY  COURSE  OF  BUSINESS"  means  the conduct of the Business of the
Company  and  each  of  its  Subsidiaries  in  the ordinary and normal course of
day-to-day  operations  consistent  with  past  practices  and not requiring the
approval  or  consent  of  the  member  of the Company or the members of Seller.

     "PARTY"  and  "PARTIES" have the meanings specified in the Preamble to this
Agreement.

     "PERMITS"  means  any  certificates,  licenses,  permits,  authorizations,
consents,  waivers, or approvals required to be issued or granted to the Company
or  any  of  its Subsidiaries by Governmental Authorities in connection with the
operation  of the Business of the Company or such Subsidiary as such Business is
presently  conducted.


                                        7
<PAGE>
     "PERMITTED  LIENS"  means  (a)  mechanics',  carriers',  workmen's,
warehousemen's,  repairmen's  or other like Liens arising in the Ordinary Course
of  Business  from amounts which are not yet due and payable and which would not
individually  or  in  the  aggregate have a Material Adverse Effect or which are
being  contested, with bond, in appropriate proceedings; (b) Liens arising under
any  original  purchase  price  conditional sales contracts and equipment leases
with  third  parties  entered into in the Ordinary Course of Business; (c) Liens
for  Taxes  and  other governmental obligations not yet due and payable or which
hereafter  may  be  paid  without  penalty  or which are being contested in good
faith; and (d) other minor imperfections of title, restrictions or encumbrances,
if  any,  which  do  not impair the ownership, operation or continued use of the
specific  assets  to  which  they  relate.

     "PERSON"  means  any  natural  person,  corporation,  firm,  joint venture,
partnership,  limited liability company, association, enterprise, trust or other
entity  or  organization  or  any  Governmental  Authority.

     "PRE-CLOSING  PERIOD"  means any Tax period ending on or before the Closing
Date  and, in the case of a Tax period that begins on or before the Closing Date
and  ends  after  the  Closing  Date,  the  portion  of  such period through and
including  the  Closing  Date.

     "PROCEEDING"  means any action, arbitration, audit, hearing, investigation,
litigation,  suit  (whether  civil,  criminal,  administrative, investigative or
informal)  commenced,  brought,  conducted,  or  heard by or before or otherwise
involving  any  governmental  authority,  agency,  instrumentality,  court  or
arbitrator.

     "PROHIBITED  TRANSACTION"  has  the  meaning set forth in ERISA Sec.406 and
Code  Sec.4975.

     "PROJECT  FINANCE  AGREEMENTS"  has  the  meaning  specified in Section 4.6
                                                                     -----------
hereof.

     "PROJECT  FINANCE  DOCUMENTS"  has  the  meaning  specified  in Section 4.6
                                                                     -----------
hereof.

     "PROJECT  FINANCE  GUARANTIES"  has  the  meaning  specified in Section 4.6
                                                                     -----------
hereof.

     "PROJECT  LENDERS"  has  the  meaning  specified in Section 7.15(a) hereof.
                                                         ---------------

     "PROJECT  LENDERS'  CONSENTS"  has the meaning specified in Section 7.15(a)
                                                                 ---------------
hereof.

     "PURCHASER"  has  the  meaning specified in the Preamble to this Agreement.

     "RECEIVABLES"  means  the  accounts  receivable and notes receivable of the
Company  and  each  Subsidiary.

     "RECONCILIATION  DATE"  has  the  meaning  specified in Section 3.1 hereof.
                                                             -----------


                                        8
<PAGE>
     "RELEASE"  means  any spilling, leaking, emitting, discharging, depositing,
escaping, leaching, emanating, crumbling, dumping, pumping or other releasing or
allowing  to  escape  into  or  through  the environment, whether intentional or
unintentional,  sudden,  immediate  or  over  an  extended  period  of  time.

     "REVIEWING PARTY" has the meaning specified in Section 3.2 hereof.
                                                    -----------

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "SELLER" has the meaning specified in the Preamble to this Agreement.

     "SUBSIDIARIES"  means  S&S  Boston Construction LP, a Massachusetts limited
partnership,  Spaulding  and  Slye  Construction  LP,  a  Massachusetts  limited
partnership,  S&S  PR  One LLC, a Delaware limited liability company, S&S PR Two
LLC,  a  Delaware  limited  liability company, S&S Colliers International Puerto
Rico,  a  Puerto  Rico general partnership and Spaulding & Slye Federal Services
LLC,  a  Delaware  limited  liability  company  and,  for all purposes hereunder
including  the  representations  and warranties of Seller set forth in Article V
below  and  the  indemnification  provisions  of  Article  IX  below,  the  term
"Subsidiary"  or  "Subsidiaries"  shall  be deemed to include Spaulding and Slye
Construction  Company,  Inc.,  a Massachusetts corporation ("S&S Construction").

     "TAX"  means  (i)  any tax or other similar assessment or charge (including
any  tax imposed under Subtitle A of the Code and any net income, alternative or
add-on  minimum  tax,  gross income, gross receipts, sales, use, intangibles, ad
valorem,  value added, transfer, franchise, profits, license, withholding tax on
amounts  paid,  payroll,  social  security  (or  similar),  employment,  excise,
severance, stamp, capital stock, occupation, property, environmental or windfall
profit  tax,  premium,  customs, duty or other tax), together with any interest,
penalty, addition to tax or other additional amount, in each case imposed by any
Governmental  Authority, (ii) any liability for the payment of any amount of the
type  described in clause (i) above as a result of a Person being a member of an
affiliated,  consolidated or combined group with any other entity at any time on
or  prior  to  the  Closing  Date  or  as a result of any tax sharing or similar
agreement  and  (iii) any liability of any Person with respect to the payment of
any  amount of the type described in clause (i) or (ii) above as a result of any
express  or  implied  obligation  of  such Person to indemnify any other Person.

     "TAX  AUTHORITY"  means  any  branch,  office,  department,  agency,
instrumentality,  court,  tribunal, officer, employee, designee, representative,
or  other  Person  that  is acting for, on behalf or as a part of any foreign or
domestic government (or any political subdivision thereof) that is engaged in or
has  any  power, duty, responsibility or obligation relating to the legislation,
promulgation,  interpretation,  enforcement, regulation, monitoring, supervision
or  collection  of  or  any  other  activity  relating to any Tax or Tax Return.

     "TAX  PROCEEDING"  means  any  audit,  examination,  review,  assessment or
reassessment,  refund  claim,  litigation  or  other  administrative or judicial
proceeding  or  other  similar action by a Tax Authority relating to any Tax for
which  the Company or any Subsidiary is (or is asserted to be) or may be liable.


                                        9
<PAGE>
     "TAX  PURCHASE  PRICE"  has the meaning specified in Section 2.6(a) hereto.
                                                          --------------

     "TAX  RETURN"  means  any  return, election, declaration, report, schedule,
information  return, document, information, opinion, statement, or any amendment
to any of the foregoing (including without limitation any consolidated, combined
or  unitary  return) submitted or required to be submitted to any Tax Authority.

     "TERRITORY"  means the greater Boston, Massachusetts metropolitan area, the
greater  Washington,  D.C.  metropolitan area (including Virginia and Maryland),
Connecticut  and  Puerto  Rico.

     "THIRD  PARTY  CLAIM"  has  the meaning specified in Section 9.4(a) hereof.
                                                          --------------

     "TOTAL  CASH"  has  the  meaning  specified  in  Section  3.3(a)  hereof.
                                                      ---------------

     1.2     KNOWLEDGE.  Whenever  any  representation  or  warranty  of  Seller
             ---------
contained  in  this  Agreement  or  in  any  schedule, exhibit or other document
delivered  in  connection with this Agreement is qualified to the "Knowledge" of
Seller,  such qualification means the actual knowledge of any of the individuals
listed  on  Schedule  1.2  hereto, after making due inquiry of the Person at the
            -------------
Company  or  either  of its Subsidiaries having primary operating responsibility
for  the  subject  matter  of  the  representation  and  warranty  in  question.

     1.3     CONSTRUCTION.  Unless  otherwise  indicated,  (i)  defined  terms
             ------------
include  the  plural  as  well  as  the  singular; (ii) any agreement defined or
referred to herein includes each amendment, modification and supplement thereto;
(iii)  a reference to any law or Regulation includes any amendment, modification
or  successor  thereto;  (iv)  accounting  terms  not otherwise defined have the
meanings  assigned  to them by GAAP; and (v) the words "include," "includes" and
"including" are not limiting and are deemed to be followed by the words "without
limitation"  whether  or  not  in  fact  followed by such words or words of like
import.

                                   ARTICLE II
                                   ----------

               SALE AND PURCHASE OF MEMBERSHIP INTERESTS; CLOSING
               --------------------------------------------------

     2.1     SALE  AND  PURCHASE  OF  THE  MEMBERSHIP INTERESTS.  Subject to the
             --------------------------------------------------
terms  and  conditions  of  this  Agreement,  at the Closing on the Closing Date
Seller  will transfer, sell and assign the Membership Interests to Purchaser and
Purchaser  will  purchase  the  Membership  Interests  from  Seller.

     2.2     TOTAL  CONSIDERATION.  The  total  consideration for the Membership
             --------------------
Interests  shall  be  the  aggregate of the Closing Date Purchase Price plus the
aggregate  amount of the deferred payments which are made by Purchaser to Seller
pursuant  to  Section 2.2(b) below, plus any contingent payment which is made by
              --------------
Purchaser  to  Seller  pursuant  to  Section  2.2(c)  below.
                                     ---------------

          (a)     CLOSING  DATE  PURCHASE  PRICE.  On  the  Closing  Date and in
                  ------------------------------
     connection  with the consummation of the Closing Purchaser or JLL shall pay
     to  Seller  the Closing Date Purchase Price by wire transfer of immediately
     available funds to an account of Seller designated in writing by Seller and
     delivered  to  Purchaser  at least two (2) Business Days before the Closing
     Date  (the  "ACCOUNT").


                                       10
<PAGE>
          (b)     DEFERRED  PAYMENTS.  Subject  to the provisions of Section 9.7
                  ------------------                                 -----------
     below, on January 2, 2008 (or if that date shall not be a Business Day such
     payment  shall  be  made  on  the  immediately  succeeding  Business  Day),
     Purchaser  or  JLL shall pay to Seller Twenty Million Dollars ($20,000,000)
     and  on December 31, 2008 (or if that date shall not be a Business Day such
     payment shall be made on the immediately preceding Business Day), Purchaser
     shall  pay  to Seller Fifteen Million Dollars ($15,000,000) in each case by
     wire  transfer  of  immediately  available  funds  to  the  Account.

          (c)     EARN  OUT  PAYMENT.
                  ------------------

               (i)     EARN OUT DEFINITIONS.  The following definitions shall be
                       --------------------
          applicable for purposes of determining the amount, if any, of the earn
          out  payment  which  may  be  payable  to  Seller  hereunder:

               "BUSINESS  OPERATIONS"  means  that  portion  of  the  business
          operations  of  Jones  Lang  LaSalle  Americas,  Inc.  ("Americas")
          (exclusive  of  business  operations  of  the  Company  and any of its
          Subsidiaries)  which  are  managed  directly or indirectly by Seller's
          Management  and  which  consists  of  Americas' Markets and investment
          sales  within  the  greater  Washington  D.C.  and  Boston  markets.

               "EARN-OUT  ELIGIBLE REVENUE" means the excess, if any, of Revenue
          over  Steady  State  Revenue.

               "EARN-OUT MULTIPLIER" means Minimum Earn-out Shortfall divided by
          $35,000,000  rounded  to  three  decimal  places.

               "EARN-OUT"  shall  mean  the  lesser  of  $35,000,000 or Earn-out
          Eligible  Revenue  divided  by  the  Earn-out  Multiplier

               "MARKETS"  means  agency  leasing,  transaction  execution
          representing  tenants (exclusive of any revenue allocated or earned by
          Americas'  public  institution  business in connection with or arising
          from  said  activities),  property management, project and development
          services  except  services  provided  in  conjunction  with reimbursed
          corporate  accounts.

               "MINIMUM EARN-OUT SHORTFALL" means Pro Forma Revenue minus Steady
          State  Revenue.

               "PRO  FORMA  REVENUE" shall mean the sum of (a) $329,452,000 plus
          (b)  Revenue  from  Purchaser.

               "REVENUE"  shall  mean  the  sum  of  (a)  revenue  recognized in
          accordance  with  GAAP  during the period beginning on January 1, 2006
          and  ending  at  the  close  of  business  on  December  31, 2008 (the
          "Earn-Out  Period")  generated  from the operations of the Business by
          the  Company  and  its  Subsidiaries  (reference  the  Confidential
          Information Memorandum) plus (b) revenue recognized in accordance with
          GAAP  generated  during  the  Earn-Out  Period  from  the  Business
          Operations.


                                       11
<PAGE>
               "REVENUE  FROM PURCHASER" shall mean the amount of 2006 projected
          revenue  from  the  Business  Operations  as  shall  be agreed upon in
          writing by Purchaser and Seller's Management prior to the Closing Date
          on  the  basis of Americas' final 2006 operational plan recommended by
          Americas'  management  to  its  board of directors; provided, however,
                                                              --------  --------
          that  Revenue from Purchaser for the Earn-Out Period shall not be more
          than  15%  greater  or  lesser  than  $70,200,000.

               "SELLER'S  MANAGEMENT" shall mean David McGarry and Peter Bailey.

               "STEADY  STATE  REVENUE"  shall  mean the sum of (a) $259,500,000
          plus  (b)  Revenue  from  Purchaser.

               (ii)     EXAMPLE.  For the avoidance of doubt, by way of example,
                        -------
          and  as an illustration of the Parties' intent (and using hypothetical
          numbers)  of  the earn out calculation, the following is an example of
          the  manner  in  which the earn out calculation shall be made upon the
          completion  of  the  Earn  Out  Period.

               If  the  amounts  defined  at  Closing  are:
               -------------------------------------------
               Steady  State  Revenue  =  $329,700,000
               Pro  Forma  Revenue  =  $399,652,000

               Then:
               -----
               Minimum  Earn-out  Shortfall  =  $69,952,000
               Earn-out  Multiplier  =  1.999

               And  if the amounts calculated at the end of Earn-out Period are:
               ----------------------------------------------------------------
               Revenue  =  $375,000,000  (assumption  for  this  example)
               Earn-out  Eligible  Revenue  =  $45,300,000  ($375,000,000  minus
          $329,700,000)

               Then:
               -----
               Earn-out  =  $22,661,331($45,300,000  divided  by  1.999)

               (iii)     ANNUAL  CALCULATION.  On  or  before  March 1, 2007 and
                         -------------------
          March 1, 2008, Purchaser shall deliver to Seller a written calculation
          of  Purchaser's  determination  of Revenue for calendar years 2006 and
          2007,  respectively.  Seller  shall have a period of ten (10) Business
          Days  after  receipt of Purchaser's calculation within which to object
          in  writing  to  Purchaser  with  respect  to the calculation so made,
          specifying in detail the basis of any objection. The resolution of any
          dispute  regarding the earn out payment shall be conducted in the same
          manner  as  is specified for the resolution of disputes in Section 3.2
          hereof.  If Seller shall fail to deliver a written objection notice to
          Purchaser  within  such  ten (10) Business Day period then Purchaser's
          calculations respecting the earn out shall be deemed final and binding
          upon  the  parties  without  further  recourse.


                                       12
<PAGE>
               (iv)     FINAL  CALCULATION.  On  or  before  March  1,  2009,
                        ------------------
          Purchaser shall deliver to Seller a written calculation of Purchaser's
          determination  of  (A) Revenue for calendar year 2008, and (B) whether
          any  earn  out  payment is due and payable to Seller hereunder and, if
          such  payment  is  due and payable, the amount thereof. In calculating
          whether any earn-out payment is due to Seller, Purchaser's calculation
          shall  reflect  the  amount  of  Revenue  for 2006 and 2007 determined
          pursuant to clause (iii) above. Seller shall have a period of ten (10)
          Business Days after receipt of Purchaser's calculation within which to
          object  in  writing  to  Purchaser  with respect to the calculation so
          made,  specifying in detail the basis of any objection. The resolution
          of  any  dispute  regarding the earn out payment shall be conducted in
          the  same  manner  as  is  specified for the resolution of disputes in
          Section  3.2  hereof.  If  Seller  shall  fail  to  deliver  a written
          objection notice to Purchaser within such ten (10) Business Day period
          then  Purchaser's calculations respecting the earn out shall be deemed
          final  and  binding  upon  the  parties  without  further  recourse.

               (v)     PAYMENT.  Subject to the provisions of Section 9.7 below,
                       -------                                -----------
          any  amount  payable  to  Seller  with respect to the earn out payment
          shall  be  made  by  Purchaser  or JLL by wire transfer of immediately
          available funds to the Account within five (5) Business Days after the
          expiration  of the ten (10) Business Day period referred to in Section
          2.2(c)(iv)  above  (where  there  has been no timely objection made by
          Seller),  or  within  five (5) Business Days after the date upon which
          any  dispute with respect thereto has been finally and fully resolved.
          In  no  event shall Purchaser or JLL be obligated to make any earn out
          payment  in  excess  of  Thirty  Five  Million  Dollars ($35,000,000).

               (vi)     ACCESS  TO  RECORDS.  Without limiting the generality of
                        -------------------
          any  other  provision  of  this  Agreement  at  Seller's sole cost and
          expense,  Purchaser  shall  give  Seller  and  its  agents  and
          representatives  (including accountants) access to Purchaser's records
          during  normal  business  hours  and  after  receipt by Purchaser of a
          written  request  by  Seller for access not less than two (2) Business
          Days  prior  to  the  date  upon  which  such  access is requested and
          Purchaser  shall  make  records  stored  in electronic form reasonably
          available  to  Seller  and  its agents and representatives during such
          period  of access, in each instance solely for any purpose relevant to
          the  calculations  or  processes  referred  to in this Section 2.2(c).

               (vii)     MANAGEMENT; CONTROL; ACCOUNTING; CAPITALIZATION.  It is
                         -----------------------------------------------
          understood  that,  subject  to  the  terms of any employment agreement
          between  Americas  or  any  of  its Affiliates and members of Seller's
          Management,  Seller's Management shall have management responsibility,
          for  the  duration  of  the  earn-out  period, for the activities that
          relate  to  the  generation of revenue upon which the earn out payment
          calculation  is based, including (A) the operations of the Company and
          its  Subsidiaries  which  consist of the Business and (B) the Business
          Operations.  For  purposes  of  calculating  Revenue  and  allocating
          revenues  among  revenue-generators,  the  Parties  shall  use  the
          accounting  and  allocation methods and principles used by the Company
          prior  to  the  Closing  Date.  All  revenue of Americas from existing
          corporate  accounts  of  the  Company  and  its  Subsidiaries shall be
          allocated  to  and constitute Revenue provided such Revenue is derived
                                                --------
          from  the  Business  Operations.  Seller's  Management will manage the
          Business and the Business Operations in conformity and compliance with
          the practices, policies, procedures, manuals and required approvals of
          Americas, and Americas shall provide adequate operating capital to the
          Company  after the Closing Date consistent with Americas' strategy and
          comparable  policies  of  providing  operating  capital  to  its other
          business  operations.


                                       13
<PAGE>
     2.3     [INTENTIONALLY  OMITTED].

     2.4     PAYMENT  PLAN;  RIGHT  OF  INSPECTION.
             -------------------------------------

          (a)     PAYMENT  PLAN.  Seller hereby agrees that (i) the Closing Date
                  -------------
     Purchase  Price  shall  be  distributed  by  Seller  in accordance with the
     Amended  and  Restated Limited Liability Company Agreement of the Seller, a
     form  of  which  is attached hereto as Exhibit B (the "LLC AGREEMENT"), and
                                            ---------
     (ii)  the  deferred  payments  payable  by  Purchaser to Seller pursuant to
     Section  2.2(b)  and  the  earn-out  payment payable by Purchaser to Seller
     ---------------
     pursuant  to  Section  2.2(c) above shall be distributed in accordance with
                   ---------------
     the  LLC  Agreement. Contemporaneously with the execution of this Agreement
     the  LLC  Agreement  shall  be  executed  by  all  of  the parties thereto.
     Following  the  date  hereof,  Seller  shall not amend the LLC Agreement to
     accelerate the payment to any individual of any amount that Seller received
     from  Purchaser  pursuant  to  this  Agreement.

          (b)     RIGHT  OF  INSPECTION.  Once  within each six (6) month period
                  ---------------------
     following  the  Closing  Date,  Purchaser  or its authorized representative
     shall  be  entitled  at  all times during normal business hours to inspect,
     copy  and make extracts of the books and records of the Seller to determine
     whether  the  distributions  made  by  Seller  prior  to  the  date of such
     inspection  were  made  in  compliance with the LLC Agreement. In the event
     such  inspection  shall  reveal  any violation of Section 2.4(a) above then
                                                       --------------
     Seller  shall promptly reimburse Purchaser for the fees, costs and expenses
     paid  or  incurred  by  Purchaser  of  the  Company in connection with said
     inspection.

     2.5     CLOSING.  The  Closing  shall  be  effectuated (other than the wire
             -------
transfer of the Closing Date Purchase Price by Purchaser or JLL) through a joint
order  escrow  (the  "ESCROW") established by the Parties at Bank of New York in
Chicago,  Illinois  ("ESCROWEE").  The  escrow  agreement  respecting the Escrow
shall  be  entered  into by the Parties on or before December 15, 2005 in a form
that  is  reasonably acceptable to the Parties.  The fees, costs and expenses of
the  Escrowee  shall  be  borne  equally  by  Purchaser  and  Seller.


                                       14
<PAGE>
     2.6  ALLOCATION OF PURCHASE PRICE.
          ----------------------------

          (a)     The Parties acknowledge that, for federal income tax purposes,
     the purchase of the Membership Interests will be treated as the purchase of
     the  assets  held by the Company as of the Closing. Accordingly, as soon as
     practicable  following  the  Reconciliation  Date, Seller shall prepare and
     deliver  to  Purchaser  for  its  approval  an  allocation  schedule  (the
     "ALLOCATION  SCHEDULE")  allocating  the  Closing  Date  Purchase  Price as
     adjusted  pursuant  to Section 3.3 hereof and as increased by the amount of
                            -----------
     any  liabilities  of  the  Company  as  of  the  Closing to the extent such
     liabilities  are  recognized as liabilities for federal income Tax purposes
     (the  "TAX  PURCHASE  PRICE") among (i) the assets of the Company as of the
     Closing  Date,  and  (ii) the covenant contained in Section 7.7 hereof. The
                                                         -----------
     Allocation  Schedule  shall  be prepared in accordance with the rules under
     Section  1060  of  the  Code  and  the  Treasury  Regulations  promulgated
     thereunder.

          (b)     Purchaser  shall  deliver  to  Seller, within thirty (30) days
     after  delivery of the Allocation Schedule, either a notice indicating that
     Purchaser accepts such schedule or a statement setting forth its objections
     to  such  schedule  and  providing  an  explanation  of  those items on the
     schedule to which it objects and its reasons for so objecting. If Purchaser
     delivers  to  Seller a notice accepting Seller's Allocation Schedule, or if
     Purchaser  does not deliver a written objection within such thirty (30) day
     period, then, effective as of either the date of delivery of such notice of
     acceptance  or  as  of  the close of business on such thirtieth (30th) day,
     Seller's  Allocation  Schedule  shall  be  deemed  to  be  the  accepted by
     Purchaser.  If  Purchaser  timely  delivers  a  notice  objecting  to  the
     Allocation  Schedule as provided above, Purchaser and Seller shall use good
     faith  efforts  to  resolve such objections. If Purchaser and Seller cannot
     resolve  such  objections  within  sixty  (60) days following the date that
     Purchaser  notified  Seller  of  the  objection,  then Purchaser and Seller
     resolve  the  dispute  in  the  manner set forth in Section 3.2 hereof. The
                                                         -----------
     Reviewing  Party shall prepare the Allocation Schedule by (i) accepting all
     allocations contained in the Allocation Schedule as prepared by Seller with
     respect to which Purchaser did not object in its notice and (ii) allocating
     amounts  to  those  items  with respect to which Purchaser did object based
     upon  its  determination of the fair value of such items. The determination
     of  the  Reviewing  Party  shall  be  final  and  binding  on  all Parties.

          (c)     The  Parties  agree  that,  in  addition  to any other amounts
     agreed upon by the Parties as allocable to the goodwill of the Company, all
     amounts payable pursuant to Section 2.2(c) hereof shall be allocated to the
                                 --------------
     goodwill  of  the  Company.

          (d)     The  Parties  agree  to act in accordance with the allocations
     contained  in  the  Allocation  Schedule  (as  accepted  by Purchaser or as
     determined  by  the  Reviewing  Party)  and  Section  2.6(c)  hereof in any
                                                  ---------------
     relevant Tax Returns or filings (including any forms or reports required to
     be  filed  pursuant  to  Section 1060 of the Code, the Treasury Regulations
     promulgated  thereunder  or  any provisions of local, state and foreign law
     ("1060  Forms")), and to cooperate in the preparation of any 1060 Forms and
     to file such 1060 Forms in the manner required by applicable law.


                                       15
<PAGE>
                                   ARTICLE III
                                   -----------

                      CLOSING DATE BALANCE SHEET; OWNERSHIP
                        OF CERTAIN ASSETS AND LIABILITIES

     3.1     CLOSING  DATE  BALANCE SHEET.  Not less than one hundred and eighty
             ----------------------------
(180)  days immediately following the Closing Date Seller shall deliver or cause
to  be  delivered to Purchaser a true, correct and complete consolidated balance
sheet  of  the  Company  and  its  Subsidiaries  as  at the close of business on
December  31,  2005  which has been duly audited by the firm of certified public
accountants  regularly engaged by the Company, which includes a determination of
those  liabilities identified in Schedule 3.1 hereto and which is accompanied by
                                 ------------
an  unqualified  opinion  of such accounting firm that the Closing Balance Sheet
has  been prepared in accordance with GAAP (except with respect to the inclusion
of  those  identified in Schedule 3.1 hereto) consistently applied and utilizing
                         ------------
the same assumptions, procedures and methods as were utilized in the preparation
of  the Balance Sheet, setting forth each of the Company's and the Subsidiaries'
Company Debt, cash and cash equivalents, and Receivables (Company Debt, cash and
cash  equivalents,  and  Receivables  collectively referred to as "BALANCE SHEET
ITEMS") as of the close of business on December 31, 2005 (said balance sheet and
the  footnotes  thereto  being  referred  to herein as the "CLOSING DATE BALANCE
SHEET").  In  addition,  although  they  would  not  formally  be  reflected  as
liabilities  on  the  Closing  Balance  Sheet  under  GAAP, for purposes of this
Agreement  the  Closing  Date Balance Sheet shall include within the liabilities
section  those certain liabilities of the Company or a Subsidiary which are more
particularly identified on Schedule 3.1 hereto (the liabilities reflected on the
                           ------------
Closing  Date Balance Sheet, combined with the liabilities reflected on Schedule
                                                                        --------
3.1  hereto  are  hereafter  collectively  referred  to  as  the  "CLOSING  DATE
---
LIABILITIES").  The  aggregate  Accounts  Receivable  of  the  Company  and  the
Subsidiaries  reflected  on  the  Closing  Date  Balance  Sheet  are hereinafter
referred  to  as  the  "CLOSING  DATE ACCOUNTS RECEIVABLE."  The fees, costs and
expenses  of  such  audited  balance  sheet shall be borne by Seller.  Purchaser
shall  have  a period of thirty (30) days (the "OBJECTION PERIOD") after receipt
of the Closing Date Balance Sheet from Seller in which to provide written notice
to  Seller  of any objections thereto (the "OBJECTION NOTICE"), setting forth in
reasonable  detail  the  specific  item  of the calculation of the Balance Sheet
Items  or  other  items  or matters to which each such objection relates and the
specific  basis for each such objection.  The Closing Date Balance Sheet and the
resulting  Balance  Sheet  Items or other items or matters shall be deemed to be
accepted by Purchaser, and shall become final and binding on the parties, on the
later  of  (i)  the  expiration of the Objection Period without the filing of an
Objection  Notice or (ii) the date on which all objections have been resolved by
the  parties  or  the  Reviewing  Party and payment has been made, to the extent
required  under  Section  3.3  below  (the "RECONCILIATION DATE").  If Purchaser
                 ------------
gives  any such Objection Notice within the Objection Period, then Purchaser and
Seller shall attempt in good faith to resolve any dispute concerning the item(s)
subject  to  such  Objection Notice.  If Purchaser and Seller do not resolve all
disputes  arising  in connection with the calculation of the Balance Sheet Items
and/or  relating to the Closing Date Balance Sheet within thirty (30) days after
the  date  of delivery of the Objection Notice, which thirty (30) day period may
be extended by written agreement of Seller and Purchaser (such period, as it may
be extended, the "INITIAL RESOLUTION PERIOD"), such dispute shall be resolved in
accordance  with  the  procedures  set  forth  in  Section  3.2  below.
                                                   ------------


                                       16
<PAGE>
     3.2     DISPUTE  RESOLUTION.  If Seller and Purchaser have not been able to
             -------------------
resolve  a dispute within the Initial Resolution Period, either party may submit
such  dispute  to,  and  such  dispute  shall  be  resolved  fully,  finally and
exclusively  through  the  use of the Chicago, Illinois office of an independent
accounting  firm reasonably designated by Purchaser and reasonably acceptable to
the  Company.  If  the independent accounting firm so selected is not willing to
serve  as  an  independent  accounting  firm  for  this  purpose,  then  another
independent  international  accounting  firm  (the  "ALTERNATE ACCOUNTING FIRM")
shall  be selected to serve as such by mutual agreement of Seller and Purchaser.
If  Purchaser  and Seller cannot mutually agree on the identity of the Alternate
Accounting  Firm  within  fifteen  (15) days following expiration of the Initial
Resolution  Period, such dispute shall be resolved fully and finally in Chicago,
Illinois  by  an  arbitrator  with  significant  accounting  experience selected
pursuant to, and an arbitration governed by, the Commercial Arbitration Rules of
the  American  Arbitration  Association  (the  Alternate  Accounting Firm or the
arbitrator so selected is referred to below as "REVIEWING PARTY").  The fees and
expenses  of  the  independent  accounting  firm  so  selected,  the  Alternate
Accounting  Firm  or  the  Reviewing  Party  incurred  in the resolution of such
dispute  shall  be  borne by the parties in such proportion as is appropriate to
reflect  the  relative  benefits  received  by  Purchaser  and  Seller  from the
resolution of the dispute.  For example, if Purchaser challenges the calculation
of the Balance Sheet Items in the Closing Date Balance Sheet by an amount of One
Hundred  Thousand  Dollars  ($100,000),  but the Reviewing Party determines that
Purchaser  has  a  valid claim for only Forty Thousand Dollars ($40,000), Seller
shall  bear  forty percent (40%) of the fees and expenses of the Reviewing Party
and  the  Purchaser  shall  bear  the  other  sixty percent 60% of such fees and
expenses.  Any  arbitration proceeding shall be commenced within sixty (60) days
of  the  date  of  delivery  of the Objection Notice.  The Reviewing Party shall
determine (and written notice thereof shall be given to Purchaser and Seller) as
promptly  as practicable, but in any event within thirty (30) days following the
date  on  which  the  Closing  Date  Balance Sheet is delivered to the Reviewing
Party,  based  solely  on  written  submissions detailing the disputed items and
forwarded  to  it,  (x) whether the Closing Date Balance Sheet and the resulting
Balance Sheet Items were prepared in accordance with the terms of this Agreement
or,  alternatively, (y) only with respect to the disputed items submitted to the
Reviewing  Party,  whether  and to what extent (if any) the Closing Date Balance
Sheet  and/or  the  resulting  Balance  Sheet  Items  or  other  items  require
adjustment.  The  Reviewing  Party  shall  provide  a  written  explanation  in
reasonable  detail  of  each  such  required  adjustment,  including  the  basis
therefor.  All  negotiations  pursuant  to  this Section 3.2 shall be treated as
                                                 -----------
compromise  and  settlement negotiations for purposes of Rule 408 of the Federal
Rules  of Evidence and comparable state rules of evidence, and all negotiations,
submissions  to  the  Reviewing  Party,  and  arbitration proceedings under this
Section  3.2  shall be treated as confidential information.  The Reviewing Party
------------
shall  be  bound  by  a  mutually  agreeable  confidentiality  agreement.  The
procedures of this Section 3.2 are exclusive and, except as set forth below, the
                   -----------
determination  of the Reviewing Party shall be final and binding on the parties.
The decision rendered pursuant to this Section 3.2 may be filed as a judgment in
                                       -----------
any court of competent jurisdiction.  Either party may seek specific enforcement
or  take other necessary legal action to enforce any decision under this Section
                                                                         -------
3.2.  The  other party's only defense to such a request for specific enforcement
---
or other legal action shall be fraud by or on the part of the Reviewing Party or
obvious  mathematical  miscalculation.


                                       17
<PAGE>
     3.3     RECONCILIATION  OF  CLOSING  DATE  LIABILITIES.  Within  ten  (10)
             ----------------------------------------------
Business  Days  after  the  Closing  Date  Balance  Sheet  has been finalized in
accordance  with  Section 3.1 and Section 3.2 above, the Parties shall reconcile
                  -----------     -----------
the  Closing  Date  Liabilities  as  follows:

          (a)     if  the  Closing  Date Liabilities exceed the aggregate of the
     cash  and cash equivalents of the Company and the Subsidiaries at the close
     of  business  on December 31, 2005, plus the aggregate Net Cash Collections
     of  Closing  Date  Accounts  Receivable of the Company and the Subsidiaries
     from  January  1,  2006  through  the  day  immediately  preceding  the
     Reconciliation  Date  ("TOTAL  CASH"), Seller shall pay Purchaser an amount
     equal  to said excess by wire transfer of immediately available funds to an
     account  of  Purchaser  designated  in  writing to Seller by Purchaser. The
     Company  and  the  Subsidiaries  shall  retain any uncollected Closing Date
     Accounts Receivable in existence on the Reconciliation Date and shall remit
     to  Seller  on  or before the twentieth (20th) day of each month thereafter
     all Net Cash Collections of Any Closing Date Accounts Receivable which were
     received  by  the  Company  or  any  of the Subsidiaries as collected funds
     during  the  immediately  preceding  month.  For  purposes hereof, NET CASH
     COLLECTIONS  OF  ANY  CLOSING  DATE ACCOUNTS RECEIVABLE of the Company or a
     Subsidiary  shall mean gross collections minus the fees, costs and expenses
     paid  or  payable  to  a  third  party  with  respect  to such collected or
     partially  collected  account  receivable;  or

          (b)     if  the  Total  Cash  exceeds  the  Closing  Date Liabilities,
     Purchaser  or  JLL  shall pay Seller an amount equal to said excess by wire
     transfer of immediately available funds to the Account. The Company and the
     Subsidiaries  shall retain any uncollected Closing Date Accounts Receivable
     in  existence  on  the  Reconciliation Date and shall remit any collections
     thereof  to  Seller  in  the  manner  provided for in Section 3.3(a) above.
                                                           -------------

          (c)     Seller  shall  pay  directly,  when  due,  any fees, costs and
     expenses  which shall become due and payable to any third party on or after
     the  Reconciliation  Date in connection with or arising from any efforts to
     collect  any  Closing  Date Accounts Receivable. From and after the Closing
     Date,  Purchaser  and  its  Affiliates  shall  not cause the Company or the
     Subsidiaries to incur any fees, costs and expenses which are payable to any
     third  party  in  connection  with  any efforts to collect any Closing Date
     Accounts Receivables unless Seller shall have consented thereto in writing.

                                   ARTICLE IV
                                   ----------

                     SELLER'S REPRESENTATIONS AND WARRANTIES
                       REGARDING SELLER AND ITS AFFILIATES
                       -----------------------------------

     Seller  represents  and  warrants  to JLL and Purchaser that, except as set
forth  in  the  Disclosure Schedule, the statements contained in this Article IV
are  true  and  correct  as  of  the date of this Agreement and will be true and
correct as of the Closing as though made as of the Closing, except to the extent
such  representations  and  warranties  are specifically made as of a particular
date (in which case such representations and warranties will be true and correct
as  of  such  date).  The  Disclosure Schedule shall be arranged in sections and
subsections  corresponding to the numbered and lettered sections and subsections
contained  in  this Article IV.  The disclosures in any section or subsection of
the Disclosure Schedule shall qualify the corresponding section or subsection in
this  Article  IV  and  such  other  sections  or  subsections  to  the  extent
specifically  cross  referenced  by  section  number of the Disclosure Schedule.


                                       18
<PAGE>
     4.1     DUE  ORGANIZATION  AND  STANDING;  RECORDS.  Seller  is  a  limited
             ------------------------------------------
liability company which is duly organized, validly existing and in good standing
under  the  laws  of  the  State of Delaware.  Seller has delivered to Purchaser
true, accurate and complete copies of the certificate of formation and operating
agreement  of  Seller.

     4.2     AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.  Seller has full
             -------------------------------------------------
limited  liability  company  power  and  authority  to  execute and deliver this
Agreement  and each other transaction document to which Seller is a party and to
consummate  the transactions contemplated hereby and thereby.  The execution and
delivery  by  Seller  of  this  Agreement and each other transaction document to
which  Seller  is  a  party  and  the consummation by Seller of the transactions
contemplated  hereby  and  thereby  have  been  duly authorized by all necessary
limited  liability  company  action  on  the  part  of  Seller.  Seller has duly
executed  and  delivered  this Agreement, and each other transaction document to
which  Seller  is  a  party, when executed and delivered by Seller, will be duly
executed  and  delivered  by Seller.  This Agreement constitutes, and each other
transaction  document  to  which  Seller  is  a  party,  when  duly executed and
delivered  by  Seller, shall constitute, the legal, valid and binding obligation
of  Seller,  enforceable  against Seller in accordance with its terms, except as
the  enforceability  thereof  may  be  limited  by  bankruptcy,  insolvency,
reorganization,  moratorium  and  other  similar laws now or hereafter in effect
relating  to  creditors'  rights  and  by  general  principles  of  equity.

     4.3     NO  CONFLICTS;  CONSENTS.  The  execution and delivery by Seller of
             ------------------------
this  Agreement  and each other transaction document to which Seller is a party,
the  consummation  by Seller of the transactions contemplated hereby and thereby
and  compliance  by Seller with the terms hereof and thereof do not and will not
conflict  with, or result in any violation of or default (with or without notice
or  lapse  of  time,  or  both)  under,  or give rise to a right of termination,
cancellation  or acceleration of any obligation or to loss of a material benefit
under,  or  result  in  the  creation  of any Lien upon the Membership Interests
under, any provision of (i) the organizational documents of Seller,  the Company
or  any of its Subsidiaries; (ii) any contract, agreement or instrument to which
Seller  is  a party or by which its properties or assets is subject to or bound;
(iii)  any  contract, agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which any of their properties or assets is subject
to  or bound; or (iv) any injunction, judgment, order, ruling, charge, or decree
applicable  to  Seller, the Company or any of its Subsidiaries, their respective
assets,  or  any Applicable Law, other than, in the case of clause (ii) or (iii)
above,  any  such  items  disclosed  on  Section 4.3 of the Disclosure Schedule.
Except  as  disclosed  on Section 4.3 of the Disclosure Schedule and except with
respect to the required filing under the HSR Act, no consent, approval, license,
order  or  authorization  of,  or  registration, declaration or filing with, any
Governmental Authority or any other Person is required to be obtained or made by
or  with respect to Seller, the Company or any of its Subsidiaries in connection
with  Seller's  execution  and delivery of this Agreement or the consummation by
Seller  of the transactions contemplated hereby.  This Section does not apply to
the  Project  Finance  Agreements,  or  consents, approvals, licenses, orders or
authorizations  of,  or  registrations,  declarations  or  filings in connection
therewith,  all  of  which  are  the  subject  of  separate  provisions  of this
Agreement.


                                       19
<PAGE>
     4.4     LITIGATION.  There  is no action, suit or proceeding pending or, to
             ----------
the  Knowledge  of Seller, threatened against Seller that questions the validity
of  this Agreement or any other transaction document to which Seller is a party,
or  the  right  of  Seller to enter into this Agreement or any other transaction
document  to  which  Seller  is  a  party,  or  to  consummate  the transactions
contemplated  hereby  or  thereby.

     4.5     OWNERSHIP OF MEMBERSHIP INTERESTS.  Seller has good and valid legal
             ---------------------------------
and  beneficial  title to the Membership Interests, free and clear of all Liens.
Seller  is  not  a  party  to  or  bound  by  any  options,  calls, contracts or
commitments of any character relating to any issued or unissued interests in the
Company  or  any  other  debt  or  equity security issued or to be issued by the
Company,  including  any agreement, instrument or understanding, order or decree
that  would restrict the transfer by Seller of the Membership Interests pursuant
to this Agreement.  There are no voting trusts, proxies or other agreements with
respect  to  the  voting  of the Membership Interests.  There are no outstanding
capital  contribution obligations with respect to the Membership Interests.  The
Membership  Interests  are  not  registered  under  the  Securities  Act  or any
applicable  blue  sky  or state securities laws and were not required, under the
circumstances in which they were issued to Seller, to be so registered.

     4.6     PROJECT  FINANCE  DOCUMENTS.  Neither  Seller  nor  any  of  its
             ---------------------------
Affiliates (a) is in default under any of those certain loan agreements or other
arrangements  (the  "PROJECT  FINANCE  AGREEMENTS")  under which the Company has
provided  guaranties  (the  "PROJECT  FINANCE GUARANTIES" and, together with the
Project  Finance  Agreements,  the  "PROJECT  FINANCE  DOCUMENTS")  as  are more
specifically  set  forth on Section 4.6 of the Disclosure Schedule, and there is
no  material  breach  or  default on the part of Seller or any of its Affiliates
that,  with  notice  or lapse of time, or both, would constitute a default under
any  of  the  Project  Finance  Documents  or  give any other party any right to
terminate, cancel, accelerate or modify any of the Project Finance Documents, or
(b)  has  received Notice that any party to any of the Project Finance Documents
intends  to  terminate,  cancel, accelerate or modify any of the Project Finance
Documents.  The  Seller  has  delivered to Purchaser true and complete copies of
all  Project  Finance  Documents pursuant to which the Company or any Subsidiary
has  or  may  have  direct  liability  to  any third party, and all such Project
Finance  Documents  are identified on Section 4.6(b) of the Disclosure Schedule.
Except  as  disclosed  on Section 4.6 of the Disclosure Schedule, as of the date
hereof,  none  of the Project Finance Documents have been amended or modified in
any manner since the date on which copies of such Project Finance Documents were
provided  or  made  available  to  Purchaser.

                                    ARTICLE V
                                    ---------

                     SELLER'S REPRESENTATIONS AND WARRANTIES
                   REGARDING THE COMPANY AND ITS SUBSIDIARIES
                   ------------------------------------------

     Seller  represents  and  warrants  to JLL and Purchaser that, except as set
forth in the Disclosure Schedule, the statements contained in this Article V are
true  and  correct as of the date of this Agreement and will be true and correct
as  of  the  Closing as though made as of the Closing, except to the extent such
representations and warranties are specifically made as of a particular date (in
which  case  such  representations and warranties will be true and correct as of
such  date).  The  Disclosure  Schedule  shall  be  arranged  in  sections  and
subsections  corresponding to the numbered and lettered sections and subsections
contained  in  this  Article V.  The disclosures in any section or subsection of
the Disclosure Schedule shall qualify the corresponding section or subsection in
this Article V and such other sections or subsections to the extent specifically
cross  referenced  by  section  number  of  the  Disclosure  Schedule.


                                       20
<PAGE>
     5.1     DUE  ORGANIZATION,  STANDING  AND  POWER.  The Company is a limited
             ----------------------------------------
liability  company  duly  organized, validly existing and in good standing under
the  laws of the State of Delaware.  Each of the Subsidiaries is duly organized,
validly  existing and in good standing under the laws of the jurisdiction of its
formation  or  organization as is more particularly identified in the definition
of  "Subsidiaries"  set  forth  herein.  The  Company has full limited liability
company  power  and  authority,  and each of the Subsidiaries has full power and
authority  as  a  limited  partnership  (for those Subsidiaries that are limited
partnerships) or as a limited liability company (for those Subsidiaries that are
limited  liability  companies)  and as a general partnership (for the Subsidiary
that  is  a  general  partnership),  and  possesses all governmental franchises,
licenses,  Permits,  authorizations and approvals necessary to enable it to own,
lease  or  otherwise  hold  its  respective assets and to conduct its respective
Business  as  presently conducted.  The Company is duly qualified to do business
as  a  foreign  limited  liability  company and each of its Subsidiaries is duly
qualified  to  do business as a foreign limited partnership in each jurisdiction
set  forth  on Section 5.1 of the Disclosure Schedule, which constitute the only
jurisdictions  where the character of the assets held by it or the nature of its
business  make  such  qualification  necessary for it to conduct the Business as
currently conducted by it, except where the failure to be so qualified would not
reasonably  be  expected  to  have  a  Company  Material  Adverse  Effect.

     5.2     SUBSIDIARIES.
             ------------

          (a)     Except as set forth on Section 5.2 of the Disclosure Schedule,
     the  Company  holds  of  record and owns beneficially a ninety nine percent
     (99%)  limited  partnership  interest of each of S&S Boston Construction LP
     and  Spaulding  &  Slye  Construction  LP  and a one hundred percent (100%)
     equity  ownership  interest of each other Subsidiary, free and clear of any
     Liens  other  than  Permitted Liens and any restrictions on transfer (other
     than  restrictions  under  the  Securities  Act and state securities laws).
     There  are no outstanding or authorized options, warrants, purchase rights,
     subscription rights, conversion rights, exchange rights, or other contracts
     or  commitments  that  could  require  the  Company  to  sell, transfer, or
     otherwise  dispose  of  any  ownership  or  equity  interests in any of its
     Subsidiaries  or  that  could  require  any  Subsidiary  to issue, sell, or
     otherwise  cause  to  become outstanding any of its own ownership or equity
     interests.  There  are  no  outstanding  equity  appreciation,  profit
     participation,  or similar rights with respect to any Subsidiary. There are
     no  authorized  options,  warrants,  purchase  rights,  pre-emptive rights,
     subscription  rights,  exchange  rights,  conversion rights, commitments or
     agreements  for  the  purchase  or  acquisition  of any ownership or equity
     interests  in,  or other securities of, any Subsidiary. There are no voting
     trusts,  proxies, or other agreements or understandings with respect to the
     voting of any ownership or equity interests of any Subsidiary.


                                       21
<PAGE>
          (b)     Except  as  sent  forth  on  Section  5.2  of  the  Disclosure
     Schedule,  no  Subsidiary  is a party to, or otherwise subject to any legal
     restriction  or any agreement restricting the ability of such Subsidiary to
     pay  dividends  out  of  profits or make any other similar distributions of
     profits  to  any  owner of ownership of equity interests of such Subsidiary
     and,  except  as  set  forth  on Section 5.2(c) of the Disclosure Schedule,
     neither  the  Company  nor  any  Subsidiary owns any equity interest in any
     Other  Person

          (c)     The  Company has, no subsidiaries other than the Subsidiaries.

     5.3  CAPITALIZATION.
          --------------

          (a)     The  Membership  Interests  constitute  all  of the issued and
     outstanding  membership  interests  of  the  Company, all of which are held
     beneficially  and  of  record  by  Seller.

          (b)     Except  for the rights granted to Purchaser by this Agreement,
     there  are no outstanding or authorized options, warrants, purchase rights,
     pre-emptive  rights,  subscription  rights,  exchange  rights,  conversion
     rights,  commitments  or  agreements  (contingent  or  otherwise)  for  the
     purchase or acquisition of any membership interests in, or other securities
     of,  the  Company.  There  are  no  outstanding  or  authorized  equity
     appreciation,  profit  participation, or similar rights with respect to the
     Company.

     5.4     FINANCIAL  INFORMATION.  The  audited consolidated balance sheet of
             ----------------------
the Company and its Subsidiaries as at December 31, 2004 (said December 31, 2004
balance  sheet  being referred to herein as the "BALANCE SHEET" and December 31,
2004  being  referred  to  herein  as  the "BALANCE SHEET DATE") and the related
consolidated  statements  of  operations,  cash flows and members' equity of the
Company  and  partners  equity  of its Subsidiaries for the twelve-month periods
ended  on the respective dates of such balance sheet, a copy of each of which is
attached  hereto as Section 5.4 of the Disclosure Schedule:  (a) fairly present,
in  all  material  respects,  the  financial  condition  of  the Company and its
Subsidiaries  as  of the respective dates of such balance sheets and the results
of their operations and cash flows for the periods covered by such statements of
operation;  and  (b)  have  been  prepared  in accordance with GAAP consistently
applied  and  utilizing  the  same  assumptions,  procedures and methods as were
utilized  in  the preparation of the financial statements of the Company and the
Subsidiaries  as  at December 31, 2003 and for the twelve (12) month period then
ended.  The  unaudited  consolidated  balance  sheet  of  the  Company  and  its
Subsidiaries  at September 30, 2005 (said balance sheet being referred to herein
as the "LATEST BALANCE SHEET" and September 30, 2005 being referred to herein as
the  "LATEST  BALANCE  SHEET  DATE")  and  the  related  unaudited  consolidated
statements  of  operations,  cash  flows  and  members equity of the Company and
partners  equity  of  its Subsidiaries for the comparable nine-month period then
ended  (the  "LATEST FINANCIAL STATEMENTS"), a copy of each of which is attached
hereto  as  Section 5.4B of the Disclosure Schedule:  (c) fairly present, in all
material  respects,  the financial condition of the Company and its Subsidiaries
and  the  results  of their operations and cash flows as of the date and for the
period  then  ended;  and  (d)  have  been  prepared  in  accordance  with  GAAP
consistently  applied and utilizing the same assumptions, procedures and methods
as  were  utilized in the preparation of the financial statements of the Company
and  the  Subsidiaries  as  at  December  31, 2004 and for the twelve (12) month
period  then ended, except that they do not contain all the footnote disclosures
required  by  GAAP  and  except  for  normal  year-end  audit  adjustments.  All
Liabilities  of  the Company and its Subsidiaries at the Balance Sheet Date, are
reported  in  the  Balance  Sheet  to  the  extent  required  by  GAAP.


                                       22
<PAGE>
     5.5     ABSENCE  OF UNDISCLOSED LIABILITIES.  The Company does not have any
             -----------------------------------
Liabilities  (whether  accrued,  absolute,  contingent,  accrued  or  otherwise,
whether  due  or  to  become  due  and  regardless of by whom asserted) that are
required  by  GAAP  to  be  disclosed  on  a  balance  sheet  other than (i) the
Liabilities  disclosed  on  Section  5.5  of  the  Disclosure  Schedule;  (ii)
Liabilities  under  any  of  the transaction documents to which the Company is a
party;  (iii) Liabilities reflected in the Latest Financial Statements; and (iv)
Liabilities  reflected  in  the  Closing Date Balance Sheet.  Section 5.5 of the
Disclosure  Schedule  includes a description of any Liabilities required by GAAP
to  be  disclosed  on  a  balance  sheet or in the notes thereto, other than (a)
Liabilities  under  any  of  the transaction documents to which the Company is a
party;  (b)  Liabilities  reflected  in the Latest Financial Statements; and (c)
Liabilities reflected in the Closing Date Balance Sheet.

     5.6     ORDINARY  COURSE;  NO  MATERIAL  ADVERSE  CHANGE.  Since January 1,
             ------------------------------------------------
1999,  neither  the Company nor any of its Subsidiaries has engaged in any other
business  other  than  its  respective Business.  The respective Business of the
Company  and  its  Subsidiaries  has  been  conducted  in the Ordinary Course of
Business  since  the  Balance  Sheet  Date.  Except  as  set forth in the Latest
Financial  Statements or as set forth on Section 5.6 of the Disclosure Schedule,
neither  the  Company  nor  any  of its Subsidiaries have suffered any change in
their  respective  Business,  operations,  condition (financial or otherwise) or
prospects  subsequent  to  the  Balance  Sheet Date which individually or in the
aggregate  would  reasonably  be  expected  to  have  a Company Material Adverse
Effect.

     5.7     ACCOUNTS  RECEIVABLE.  The  accounts  receivable of the Company and
             --------------------
its  Subsidiaries  as  of  the  Latest  Balance  Sheet  Date represent bona fide
indebtedness  incurred by account debtors that, to the Seller's Knowledge, arose
in the Ordinary Course of Business of the Company and its Subsidiaries.

     5.8     MATERIAL  CONTRACTS.
             -------------------

          (a)     Section  5.8(a)  of  the  Disclosure  Schedule  sets  forth an
     accurate  and  complete  list  of the following Contracts pertaining to the
     Business  to  which the Company or any of the Subsidiaries is a party or by
     which any of their respective assets is bound as of the date hereof:

               (i)     any  Contract  other than a Construction Contract as that
          term  is  defined  in  Section 5.30 below having an aggregate value in
                                 ------------
          excess  of  Five  Hundred  Thousand  ($500,000)  or  that is otherwise
          material  and is not terminable on notice of thirty (30) days or less;


                                       23
<PAGE>
               (ii)     any  Contract  with  any  employee,  officer, manager or
          director of the Company or any Subsidiary having an aggregate value in
          excess  of  Two  Hundred  and  Fifty  Thousand  Dollars  ($250,000);

               (iii)     any  consulting  agreement having an aggregate value in
          excess  of  Two  Hundred  and  Fifty  Thousand  Dollars  ($250,000);

               (iv)     any  trust  indenture,  mortgage,  promissory note, loan
          agreement  or  other  Contract  relating to the borrowing of funds, an
          extension of credit or financing or the pledging of assets, other than
          trade  payables  incurred  in  the  ordinary  course  of  business;

               (v)     any  Contract  limiting the freedom of the Company or any
          Subsidiary  to  engage  in any line of business or to compete with any
          other  Person,  or  any  confidentiality,  secrecy  or  non-disclosure
          Contract  not  made  in  the  ordinary  course  of  business;

               (vi)     bonds or any agreement of support or indemnification of,
          or  any  similar  commitment  with  respect to, the liabilities of any
          other  Person  in  an  amount  in  excess  of  One  Million  Dollars
          ($1,000,000)  in  the  aggregate,  or  any  agreement  of  guarantee,
          assumption  or  endorsement of, or any similar commitment with respect
          to the liabilities of any Person, other than endorsement of checks and
          customer  agreements  made  in each case in the ordinary course of the
          Business  and  consistent  with  past  practice;

               (vii)     any  Contract  providing  for  a  joint  venture  or
          partnership  with  any  other  Person;

               (viii)     any  collective  bargaining  agreement  with any labor
          union  or  representative  of  employees;

               (ix)     any  Contract  with a sales representative, distributor,
          dealer,  broker,  sales  agency,  advertising  agency  or other Person
          engaged  in  sales,  distributing  or  promotional  activities, or any
          Contract  to  act  as  one  of  the foregoing on behalf of any Person;

               (x)     any "take or pay" Contract (which requires the Company or
          any  Subsidiary  to  pay for goods or services whether or not accepted
          from  a  supplier);

               (xi)     any  derivative  and/or  hedging  Contract;

               (xii)     any  Contract with any Governmental Authority having an
          aggregate  value  in  excess  of  Five  Hundred  Thousand  ($500,000);

               (xiii)     any  power of attorney or agency agreement pursuant to
          which  a Person other than an authorized representative of the Company
          or  a  Subsidiary  is granted the authority to act for or on behalf of
          the  Company  or such Subsidiary, or the Company or such Subsidiary is
          granted  the  authority  to  act  for  or  on  behalf  of  any Person;


                                       24
<PAGE>
               (xiv)     any  Contract relating to the Computer System having an
          aggregate  value  in  excess of Two Hundred and Fifty Thousand Dollars
          ($250,000);

               (xv)     any  Contract  for  capital improvements or expenditures
          having  an aggregate value in excess of Two Hundred and Fifty Thousand
          Dollars  ($250,000);

               (xvi)     leases  (as  lessor  or  lessee)  of  real  or personal
          property  requiring  an  annual  payment  in excess of Two Hundred and
          Fifty  Thousand  Dollars  ($250,000);

               (xvii)     any  Contract  or  commitment relating to political or
          charitable  contributions  or  donations;  and

               (xviii)     any  Contract  or  arrangement  involving  any
          restrictions  with  respect  to the geographical area of operations or
          scope  or  type  of  business  of  the  Company  or  any  Subsidiary.

          (b)     Except  as  set  forth  on  Section  5.8(b)  of the Disclosure
     Schedule:  (i)  all  of the Material Contracts are in full force and effect
     and constitute the legal, valid and binding obligations of the Company or a
     Subsidiary,  as  the  case  may  be,  and, to Seller's Knowledge, the other
     parties thereto; (ii) all of the Material Contracts are enforceable against
     the  Company or a Subsidiary and, to Seller's Knowledge, against each other
     party  thereto  in  accordance  with their respective terms, except as such
     enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
     moratorium,  reorganization  or  similar  laws  affecting  the  rights  of
     creditors  generally  and  by  equitable limitations on the availability of
     specific  remedies;  (iii)  neither the Company nor any of its Subsidiaries
     (a)  is  in default under any Material Contract, and to Seller's Knowledge,
     there  is  no  material  breach  on  the  part of the Company or any of its
     Subsidiaries  that, with notice or lapse of time, or both, would constitute
     a  default under any Material Contract or give any other party any right to
     terminate,  cancel,  accelerate  or  modify  any Material Contract, (b) has
     received  Notice  that any party to any Material Contract intends to cancel
     or  terminate  any of these Contracts or to exercise or not to exercise any
     renewal or extension options or rights under any Material Contract, and (c)
     has  waived or failed to exercise any material renewal or extension options
     or  rights under any Material Contract. Complete and accurate copies of all
     Material Contracts have been delivered to the Purchaser by the Company and,
     with  respect  to  Construction  Contracts,  have  been  delivered  or made
     available  to  the  Purchaser  by  the  Company.

     5.9     BOOKS  AND  RECORDS.  The  books  of  account, minute books, equity
             -------------------
ownership  record books and other files, data and records of the Company and its
Subsidiaries including tax records (collectively, the "COMPANY'S RECORD BOOKS"),
true  copies  of  which  have  been  provided  or  made  available to Purchaser,
accurately  reflect  in all material respects the assets, liabilities, business,
financial  condition,  and  results  of  operations  of  the  Company  or  such
Subsidiary,  and  have  been  maintained  in  accordance  with good business and
bookkeeping  practices  and  Applicable  Law.


                                       25
<PAGE>
     5.10     LEGAL  PROCEEDINGS.  Except  as  set  forth in Section 5.10 of the
              ------------------
Disclosure  Schedule,  there  are no Proceedings pending or, to the Knowledge of
Seller,  threatened  in  any  court  or before or by any Governmental Authority,
arbitrator,  board or authority against or affecting the Company, any Subsidiary
or  any of the assets of any of the foregoing involving any claim in any amount.

     5.11     PERMITS.  Each  Permit is in full force and effect, is final, and,
              -------
based on current regulations, is not subject to appeal or judicial, governmental
or other review.  The consummation of the transactions contemplated hereby shall
not  affect  the  effectiveness  of  any  such  Permit.  The  Company  and  its
Subsidiaries  have or possess all Permits, except for those the absence of which
have  not  had  and  would not reasonably be expected to have a Company Material
Adverse  Effect.

     5.12     REAL  PROPERTY.
              --------------

          (a)     Neither  the Company nor any of its Subsidiaries owns any real
     property.

          (b)     Section  5.12 of the Disclosure Schedule sets forth a complete
     and  accurate  list  as  of the date of this Agreement of all real property
     leased,  subleased or licensed by the Company or any of its Subsidiaries as
     lessee,  sublessee  or  licensee  (collectively  "COMPANY  LEASES") and the
     location  of  the premises. Neither the Company nor any of its Subsidiaries
     nor,  to  Seller's  Knowledge,  any  other party to any Company Lease is in
     material  default  under  any of the Company Leases. Except as set forth in
     Section 5.12 of the Disclosure Schedule, neither the Company nor any of its
     Subsidiaries leases, subleases or licenses as lessor, sublessor or licensor
     any  real  property  to  any person. The Company has delivered to the Buyer
     complete  and  accurate  copies  of  all  Company  Leases.

     5.13     ENVIRONMENTAL  MATTERS.
              ----------------------

          (a)     The  Company  and  each  of its Subsidiaries has complied with
     applicable  Environmental  Laws  in  connection  with  the  conduct  of its
     respective  business.  To  Seller's  Knowledge, the properties currently or
     previously  owned,  leased  or  operated  by  the  Company  or  any  of its
     Subsidiaries other than in its capacity as a manager of a property which is
     owned by an unaffiliated third party (including soils, groundwater, surface
     water,  buildings  or  other  structures)  are  not  contaminated  with any
     Hazardous  Materials in an amount or concentration (i) that would give rise
     to  an obligation to act or disclose that condition under any Environmental
     Law,  except  to  the  extent  that  such contamination has previously been
     disclosed  to  the  appropriate  Governmental  Authority  and  addressed in
     satisfaction  with  applicable  Environmental Laws, or (ii) that reasonably
     would  be  expected  to  give rise to any liability or obligation under any
     Environmental  Law.  Neither  the  Company  nor any of its Subsidiaries has
     received  a written notice, demand, information request, suit or claim that
     (x)  it  is  or  may be subject to any liability for any Hazardous Material
     disposal  or  (y)  contamination  in  violation  of  any  Environmental Law
     requires  any further action by the Company or a Subsidiary or has not been
     remediated  or  otherwise  addressed  in compliance with Environmental Law.
     Neither  the Company nor any of its Subsidiaries has released any Hazardous
     Material  into  the environment except in the normal course of its business
     and  in  compliance  with Environmental Law. Neither the Company nor any of
     its  Subsidiaries  has  received  or  is  subject to any orders, decrees or
     injunctions  by  any  Governmental  Entity  addressing  liability under any
     Environmental  Law,  except  insofar as the matter has been resolved by the
     Company  in  compliance with Environmental Law. Neither the Company nor any
     of  its  Subsidiaries  has  managed  or  otherwise been responsible for any
     residential property that had lead paint or asbestos on or in the property,
     other  than  those  that  have  been  remediated  or otherwise addressed in
     compliance  with  Environmental  Law.  Neither  Company  nor  any  of  its
     Subsidiaries  has received any notice, complaint, request for compensation,
     demand,  information  request, suit or claim related to injury from, or the
     presence,  of  any  Hazardous  Material,  including but not limited to lead
     paint,  asbestos,  mold,  or indoor air pollutants, except those which have
     been  satisfied  or addressed in accordance with Environmental Law. Neither
     the  Company  nor  any  of  its  Subsidiaries  has  received any demand for
     environmental  indemnification  from  any  lender  or  participant  in  any
     project.  None  of  the  construction or construction management activities
     undertaken  by  the  Company  or  any  of its subsidiaries have exacerbated
     pre-existing  conditions  relating  to Hazardous Materials in a manner that
     reasonably  would be expected to give rise to liability under Environmental
     Law.


                                       26
<PAGE>
          (b)     There  are  no pending and there have been no past, and/or, to
     the  Knowledge  of  Seller, threatened (x) Environmental Claims or requests
     for  information  received by the Company or any Subsidiary with respect to
     any alleged violation of any Environmental Law; or (y) Environmental Claims
     or  requests  for  information  received  by  the Company or any Subsidiary
     regarding  potential  liability  under  any Environmental Law, in each case
     which have not been satisfied or addressed in accordance with Environmental
     Law.

          (c)     The  Company  and  each  Subsidiary  has been issued and is in
     material  compliance  with  all  Permits  relating to environmental matters
     which are necessary or desirable for their respective businesses.

          (d)     The parties agree that the only representations and warranties
     of  Seller,  the  Company,  and  any Subsidiary in this Agreement as to any
     environmental  matters  or any other obligation or liability, including any
     obligation  under  any  environmental  indemnity, with respect to Hazardous
     Materials or materials of environmental concern are those contained in this
     Section  5.13.  Without limiting the generality of the foregoing, Purchaser
     specifically acknowledges that the representations and warranties contained
     in Sections 5.10 and 5.14 do not relate to environmental matters.

     5.14     COMPLIANCE  WITH  GOVERNMENTAL  REQUIREMENTS.  Neither the Company
              --------------------------------------------
nor  any  Subsidiary  has (i) violated any Governmental Requirements and no such
violation  has  been alleged pursuant to Notice from any Governmental Authority;
(ii)  failed  to  file  in  a  timely  manner  all  reports, documents and other
materials  required  to  be filed by it with any Governmental Authority (and the
information  contained  in each of such filings is true, correct and complete in
all  material  respects);  or  (iii)  failed to retain all records and documents
required  to  be  retained  by  it  pursuant  to  any  Governmental Requirement.


                                       27
<PAGE>
     5.15     EMPLOYMENT  MATTERS.  Prior  to the execution and delivery of this
              -------------------
Agreement,  the  Company  has  delivered  or made available to Purchaser a true,
complete  and accurate list (the "KEY EMPLOYEE LIST") as of a recent date of the
names,  titles,  current  status  (active  or  on  leave  of  absence),  annual
compensation  and  all  bonuses  and  similar  payments  made for the year ended
December  31,  2004 for each Person who is a director, manager, officer or other
employee  of  the  Company  or  any of the Subsidiaries on the date hereof whose
annual  compensation  exceeded  Two  Hundred Thousand Dollars ($200,000) for the
year  ended  December  31,  2004.    Except  as disclosed on Section 5.15 of the
Disclosure  Schedule:  (a)  there is no, and during the past two years there has
been  no,  labor strike, picketing, slow-down, work stoppage or grievance filing
or  proceeding  actually  pending  or,  to  the  Knowledge of Seller, threatened
against  or  involving  the  Company  or  any Subsidiary; and (b) as of the date
hereof  neither  the  Company nor any Subsidiary has received Notice that any of
the  employees  listed  on  the  Key  Employee  List  intends  to  terminate his
employment  with  the  Company or any Subsidiary or would not be willing to work
for  Purchaser.  Except as set forth in Section 5.15 of the Disclosure Schedule,
no  employee  is  represented  by  a  union,  labor  organization  or collective
bargaining  unit  certified  by  the  National  Labor  Relations Board ("NLRB").
Within  the  five  (5)  year  period prior to the date hereof, no representation
election petition has been filed by any employee (in his capacity as an employee
of  the  Company  or  any  Subsidiary)  or is pending with the NLRB and no union
organizing  campaign  involving  or  affecting  any employee has occurred, is in
progress  or  is  threatened.  Within the five (5) year period prior to the date
hereof, no NLRB unfair labor practice charge (or litigation alleging such claim)
has  been filed or threatened or is presently pending against the Company or any
Subsidiary  relating  to  an employee.  Within the five (5) year period prior to
the  date  hereof,  no  grievance  or  arbitration  demand, whether or not filed
pursuant  to  a collective bargaining contract, with respect to an  employee has
been  filed  or  threatened or is pending against the Company or any Subsidiary.
Except  as  set forth in Section 5.15 of the Disclosure Schedule, no employee of
the  Company or any Subsidiary has any contractual right to continued employment
with,  or  retention  by,  the  Company or any Subsidiary.  The Company and each
Subsidiary  has  complied and is in compliance in all material respects with all
laws  relating to labor and employment practices, including all laws relating to
terms  and  conditions  of  employment,  wages,  hours,  collective  bargaining,
workers'  compensation,  occupational  safety  and  health,  equal  employment
opportunity and immigration, and is not, and has not previously been, engaged in
any  unfair  labor  or  unlawful  employment  practice.  Except  as set forth in
Section  5.15  of  the  Disclosure  Schedule,  there is no agreement, written or
otherwise,  between  any  employee  of  the  Company  or any Subsidiary whereby,
pursuant  to the terms of such agreement, the Company or such Subsidiary, as the
case  may  be, shall incur or suffer any liability for severance, termination or
other payments to any such employee by virtue of the execution of this Agreement
or  any  other  transaction  document  and  the  consummation of any transaction
contemplated  hereby  or  thereby.


                                       28
<PAGE>
     5.16     EMPLOYEE  BENEFITS.  Section  5.16  of  the  Disclosure  Schedule
              ------------------
contains  a  complete list, as of the date hereof, of each Benefit Plan.  Except
as  set  forth  on Section 5.16 of the Disclosure Schedule, the Company and each
Subsidiary  has provided or made available to Purchaser true and complete copies
of each Benefit Plan sponsored or maintained by the Company or any Subsidiary or
in  which  the  Company  or  any Subsidiary participates and with respect to any
Benefit  Plan  that  is  sponsored  by the Company or any Subsidiary (a "COMPANY
SPONSORED  BENEFIT  PLAN")  all  contracts  relating  thereto, or to the funding
thereof,  including,  without  limitation,  all  trust  agreements,  insurance
contracts,  administration  contracts,  investment  management  agreements,
subscription  and participation agreements and recordkeeping agreements, each as
in effect on the date hereof.  In the case of any Company Sponsored Benefit Plan
that  is  not  in written form, the Purchaser has been supplied with an accurate
written  description  of such Company Sponsored Benefit Plan as in effect on the
date  hereof.  A  true  and  correct  copy  of  the  most  recent annual report,
actuarial  report,  accountant's  opinion  of  the  plan's financial statements,
summary  plan description and Internal Revenue Service determination letter with
respect  to  each  Company Sponsored Benefit Plan, to the extent applicable, has
been  supplied  to  the  Purchaser,  and  there  have been no materially adverse
changes  in  the financial condition in the respective plans from that stated in
the  annual  reports  and  actuarial  reports  supplied.

     Except as disclosed on Section 5.16 of the Disclosure Schedule:

          (a)     All  Benefit  Plans  have  been maintained and administered in
     form  and  in  operation  in all material respects in accordance with their
     terms  and  with all applicable requirements of law (including, in the case
     of  any  Benefit  Plan  which  is  an  employee  pension  benefit plan, the
     requirements  of  sections  401(a)  and  501(a) of the Code), and no notice
     issued  by  any  Governmental  Authority  questioning  or  challenging such
     compliance  has  been received by the Company or any Subsidiary and, to the
     Knowledge  of  Seller,  no  event  has  occurred  which could reasonably be
     expected  to  cause  any  Benefit  Plan  to  fail  to  comply  with  such
     requirements.

          (b)     Each  Benefit  Plan  which is an employee pension benefit plan
     intended to qualify under Code section 401(a) is the subject of a favorable
     determination letter issued by the IRS with respect to the qualified status
     of  such plan under section 401(a) of the Code and the tax-exempt status of
     any trust which forms a part of such plan under section 501(a) of the Code;
     all  amendments  to  any  such plan for which the remedial amendment period
     (within  the  meaning  of  section  401(b)  of  the  Code  and  applicable
     regulations)  has  expired  are  covered  by  a favorable IRS determination
     letter.

          (c)     None  of  the  assets  of  any  Benefit  Plan  are invested in
     employer  securities  or  employer  real  property.

          (d)     There have been no Prohibited Transactions with respect to any
     Benefit  Plan and neither the Company nor any Subsidiary has engaged in any
     Prohibited  Transaction.


                                       29
<PAGE>
          (e)     There  have  been  no  acts or omissions by the Company or any
     Subsidiary  or any of its respective ERISA Affiliates which have given rise
     to fines, penalties, taxes or related charges under section 502 of ERISA or
     Chapters  43,  47,  68  or  100  of  the  Code for which the Company or any
     Subsidiary  may  be  liable.

          (f)     None  of the payments contemplated by the Benefit Plans would,
     with  respect  to  any  employees  of the Company or any Subsidiary, in the
     aggregate, constitute excess parachute payments (as defined in section 280G
     of the Code (without regard to subsection (b)(4) thereof)).

          (g)     There  are  no  actions,  suits  or claims (other than routine
     claims  for  benefits)  pending  or, to the Knowledge of Seller, threatened
     involving  any  Benefit Plan or the assets thereof and no facts exist which
     could  give  rise  to any such actions, suits or claims (other than routine
     claims  for  benefits).

          (h)     With  respect  to any Benefit Plan that is subject to Title IV
     of  ERISA:  (i) there has been no reportable event (as described in section
     4043  of  ERISA); (ii) no steps have been taken to terminate any such plan;
     (iii)  there  has been no withdrawal (within the meaning of section 4063 of
     ERISA)  of  a  "substantial  employer" (as defined in section 4001(a)(2) of
     ERISA);  and (iv) no event or condition has occurred which would reasonably
     be  expected  to  constitute  grounds  under  section 4042 of ERISA for the
     termination of or the appointment of a trustee to administer any such plan.

          (i)     Neither  the  Company  nor any Subsidiary has any liability or
     contingent  liability  for  providing, under any Benefit Plan or otherwise,
     any  post-retirement  medical  or  life  insurance  benefits,  other  than
     statutory  liability  for providing group health plan continuation coverage
     under  Part  6  of  Title  I  of  ERISA  and  section  4980B of the Code or
     applicable  state  law.

          (j)     There  has  been  no  act  or  omission  that would impair the
     ability  of  the  Company  or  any Subsidiary (or any successor thereto) to
     unilaterally  amend  or  terminate  any Benefit Plan, subject to compliance
     with applicable law or the provisions of such Benefit Plan.

          (k)     Neither  the Company nor any Subsidiary contributes to, or has
     contributed to, has any liability, contingent or otherwise, with respect to
     a  "multiemployer plan", as such term is defined in section 3(37) of ERISA.

     5.17     TAXES.  Except  as  set  forth  on  Section 5.17 of the Disclosure
              -----
Schedule:

          (a)     the  Company  and  its  Subsidiaries  have (i) duly and timely
     filed  or caused to be filed with each relevant Tax Authority each material
     Tax  Return  that  they  were required to file, and each such Tax Return is
     true,  correct  and complete in all material respects, (ii) duly and timely
     paid  in  full or caused to be paid in full, all Taxes due and payable, and
     no tax liens other than Permitted Liens, have been filed and no claims have
     been  asserted  in  writing  against  the  Company or any Subsidiary or any
     properties  of  the  Company  or  any Subsidiary that have not been paid or
     resolved,  and  (iii)  has properly accrued on the books and records of the
     Company  and  its  Subsidiaries in accordance with GAAP a provision for the
     payment  of  all Taxes due or claimed to be due or for which the Company or
     any  of  its  Subsidiaries  otherwise  is  or  may  be  liable;


                                       30
<PAGE>
          (b)     neither  the Company nor any of its Subsidiaries has requested
     an  extension of time within which to file any Tax Return in respect of any
     Tax  period  which  has  not  since  been  filed;

          (c)     each  of  the Company and its Subsidiaries has complied in all
     respects  with  all  applicable laws relating to the payment, collection or
     withholding  of  any  Tax,  and  the  remittance thereof to any and all Tax
     Authorities,  including, but not limited to, Code sections 1441, 1442, 1445
     and  3402;

          (d)     none  of  the  Company nor any of its Subsidiaries is, or ever
     has been, a Party to any Tax allocation, Tax indemnification or Tax sharing
     contract  or  agreement;

          (e)     no  Tax  Proceeding  has  occurred  within the three (3) years
     prior  to  the date of this Agreement or is pending, or proposed in writing
     with  respect to any Tax, the payment, collection or withholding of any Tax
     or  any  Tax  Return  filed  by  or  on behalf of the Company or any of its
     Subsidiaries;

          (f)     none  of  the  Tax  Returns  of  the  Company  or  any  of its
     Subsidiaries  is  under  audit;

          (g)     the Company is a disregarded entity for all federal, state and
     local  income  tax  purposes;

          (h)     each  Subsidiary  is  classified  as  a  partnership  for  all
     federal,  state  and  local  income  tax  purposes;

          (i)     there  is  no  power of attorney in effect relating to any Tax
     for  which  the  Company  or  any  of its Subsidiaries is or may be liable;

          (j)     no  jurisdiction  where the Company or any of its Subsidiaries
     does  not  file  a  Tax  Return  has asserted in writing any claim that the
     Company  or  any  of  its Subsidiaries is required to file a Tax Return for
     such  jurisdiction;

          (k)     the  Company  and  its  Subsidiaries  have  made  available to
     Purchaser (i) a true, correct and complete copy of each material Tax Return
     filed  by  or  on  behalf  of  the  Company  or any Subsidiary prior to the
     Closing,  together  with  all underlying work papers and analyses, and (ii)
     all  audit  reports,  closing  agreements,  rulings,  or  technical  advice
     memoranda  relating  to  any  Tax  for  which  the  Company  or  any of its
     Subsidiaries  is  or  may  be  liable.

     5.18     ACCOUNTS PAYABLE AND OTHER ACCRUED EXPENSES.  The accounts payable
              -------------------------------------------
and other accrued expenses included among the Liabilities of the Company and its
Subsidiaries  represent  bona  fide  obligations incurred by the Company and its
Subsidiaries, which arose in the Ordinary Course of Business.


                                       31
<PAGE>
     5.19     PROHIBITED  PAYMENTS.  To  the  Knowledge  of  Seller, neither the
              --------------------
Company  nor  any  officer  or employee, or other person acting on behalf of the
Company  has  used  any  of  the  Company's  funds  for  unlawful contributions,
payments, gifts, or entertainment, or made any unlawful expenditures relating to
political  activity  to  governmental  officials  (U.S. or foreign) or others or
established  or  maintained  any  unlawful  or  unrecorded funds in violation of
Section  30A  of the Exchange Act (assuming the applicability of such section to
Seller).

     5.20     ABSENCE OF CHANGES.  Except as contemplated hereby or reflected in
              ------------------
the  Latest  Balance  Sheet  or  set  forth  on  Section  5.20 of the Disclosure
Schedule, since the Latest Balance Sheet Date there has not been:

          (a)     any  damage to or destruction or loss in excess of One Hundred
     Thousand  Dollars  ($100,000)  in  the aggregate of the assets, properties,
     rights  or  interests of the Company or any of its Subsidiaries used in its
     respective Business, whether or not covered by insurance;

          (b)     increases  in  the salary, bonus or other compensation payable
     to  any  current  or  former  officer, employee, manager or director of the
     Company or any Subsidiary other than in the Ordinary Course of Business;

          (c)     any  hiring of any employees, except in the ordinary course of
     business  and  consistent  with  past  practice;

          (d)     any  adoption,  grant,  extension  or  increase to the rate or
     terms  of  any  bonus,  insurance,  pension or other employee benefit plan,
     payment or arrangement made to, for, or with any manager or employee or any
     other  benefits  payable in any other form by the Company or any Subsidiary
     except  increases  required  by  Applicable  Law;

          (e)     any  entry  into,  modification or termination of any Contract
     involving  a  total  remaining  commitment of at least One Hundred Thousand
     Dollars  ($100,000)  other  than  in  the  Ordinary  Course of Business, or
     receipt of notice of termination of any Material Contract;

          (f)     any  increase in the aggregate indebtedness for borrowed money
     or  any  increase  in purchase commitments or other Liabilities incurred by
     the  Company  or any of its Subsidiaries, nor has the Company or any of its
     Subsidiaries  issued or assumed, guaranteed or endorsed any debt securities
     or otherwise as an accommodation become responsible for, the obligations of
     any  other  Person,  nor  has  there  been  any  change  in  any assumption
     underlying,  or  method  of calculating, any bad debt, contingency or other
     reserve,  except  for  liabilities, commitments and obligations incurred in
     the  Ordinary  Course  of  Business;

          (g)     any Lien created on any of the assets of the Company or any of
     its  Subsidiaries  other  than  Permitted  Liens;


                                       32
<PAGE>
          (h)     any sale, assignment, transfer or other disposition or license
     of  any  assets  of  the Company or any of its Subsidiaries, other than the
     sale,  assignment,  transfer  or other disposition of obsolete equipment in
     the  Ordinary  Course  of  Business;

          (i)     any  acquisition  or  lease  of  any  assets  valued,  in  the
     aggregate, in excess of One Hundred Thousand Dollars ($100,000), other than
     in  the  Ordinary  Course  of  Business;

          (j)     any  amendment, termination or waiver by the Company or any of
     its Subsidiaries of any right of substantial value belonging to it;

          (k)     any  amendment  of  the  certificate of formation or operating
     agreement of the Company or any of its Subsidiaries;

          (l)     any discussions, negotiations or agreement with respect to any
     collective  bargaining  agreement  or  union  representation  of any of the
     Company's  employees;

          (m)     any  capital  expenditure  or  commitment  for  a  capital
     expenditure  by  the Company or any of its Subsidiaries not fully paid for;

          (n)     any  powers of attorney granted (other than powers of attorney
     granted  in  the Ordinary Course of Business with respect to Tax matters or
     powers granted for the sole purpose of executing the documents contemplated
     by  this  Agreement);

          (o)     any merger or consolidation with, or purchase of all or a part
     of  the  assets  of,  or  other  acquisition  of  any  business  or  any
     proprietorship,  firm,  association,  partnership,  corporation  or  other
     business  organization  or  division  thereof;

          (p)     any change in any methods of accounting or accounting practice
     other  than  those  required  by  changes  in  GAAP;

          (q)     any  transaction  entered  into  of any kind with any officer,
     director,  manager  or  member  of  the Company or any of its Subsidiaries;

          (r)     any  agreement by the Company or any of its Subsidiaries to do
     any  of  the  foregoing;  or

          (s)     a  Company  Material  Adverse  Effect.

     5.21     MAJOR CLIENTS.  Section 5.21 of the Disclosure Schedule sets forth
              -------------
a  list  of  the  twenty (20) largest clients of the Company in terms of revenue
during  the 2004 calendar year and through September 30, 2005 (collectively, the
"MAJOR  CLIENTS")  showing  the  total revenue received in such period from each
such  client.  Except  to the extent set forth in Section 5.21 of the Disclosure
Schedule,  since  January 1, 2005, there has not been any claim made against the
Company or any Subsidiary by any Major Client involving in excess of One Hundred
Thousand Dollars ($100,000).  No Major Client has given Notice to the Company or
any  Subsidiary  that  any  such  Major Client intends to reduce the revenues it
provides  to  the  Company  or  any  Subsidiary  and neither the Company nor any
Subsidiary has received any Notice of termination or non-renewal of any contract
in  excess  of  One  Hundred  Thousand  Dollars ($100,000) with any of its Major
Clients.  True,  correct  and complete copies of all such dispute or termination
Notices  (or  a  written  description of any oral dispute or termination Notice)
have  been  delivered  to  Purchaser  prior  to  the  date  hereof.


                                       33
<PAGE>
     5.22     INSURANCE.  Section  5.22  of  the  Disclosure Schedule sets forth
              ---------
each  insurance  policy  (specifying  the insurer, the type of insurance and the
policy  number)  maintained  by  the  Company  and  its  Subsidiaries  on  their
respective  properties,  assets,  products,  Business  or  personnel.  True  and
complete  copies  of  the  most recent inspection reports, if any, received from
insurance  underwriters  as to the condition of the properties and assets owned,
leased,  occupied or operated by the Company and its Subsidiaries or the conduct
of their business have been delivered to Purchaser.  Neither the Company nor any
of its Subsidiaries is in default with respect to any provision contained in any
insurance  policy  nor has the Company or any of its Subsidiaries failed to give
any  notice  or  present  any claim under any insurance policy in due and timely
fashion.  All  premiums  under such policies are current.  None of the insurance
policies  will  terminate  or lapse as a result of the transactions contemplated
hereunder,  nor  will  any  such policy expire, lapse or terminate within ninety
(90)  days  after  the  Closing Date, except as set forth on Section 5.22 of the
Disclosure  Schedule.  True  and  complete  copies of all liability and casualty
insurance  policies  of  the  Company and its Subsidiaries, which were in effect
immediately  prior  to  November  1,  2005,  and  insurance binders for recently
renewed  policies  have  heretofore  been  delivered  or  made  available to the
Purchaser.

     5.23     BANK  ACCOUNTS.  Section  5.23  of  the  Disclosure  Schedule sets
              --------------
forth:  (a)  the  name  of  each  bank  in  which  the  Company  or  any  of its
Subsidiaries  has  an  account  or safe deposit box, the account numbers and the
names  of  all persons authorized to draw thereon or to have access thereto; and
(b)  the  name  of  each  person,  corporation,  firm,  association  or business
organization,  entity  or  enterprise  holding  a  general  or  special power of
attorney  from the Company or any of its Subsidiaries and a summary of the terms
thereof.

     5.24     AFFILIATE  AND  ASSOCIATE  TRANSACTIONS.  Except  as  set forth on
              ---------------------------------------
Section  5.24  of  the  Disclosure  Schedule, neither the Company nor any of its
Subsidiaries  has  any  loan  or  advance  outstanding  to  any member, manager,
officer,  or employee and no officer, member, employee or manager of the Company
nor  any  of  its  Subsidiaries  or  any  Affiliate of any such officer, member,
employee  or  manager  has,  either  directly  or  indirectly:

          (a)     an  equity or debt interest in any Person which purchases from
     or  sells  or furnishes to the Company or any of its Subsidiaries any goods
     or  services or otherwise does business with the Company or any Subsidiary;
     or

          (b)     a beneficial interest in any contract, commitment or agreement
     to  which  the Company or any of its Subsidiaries is a Party or under which
     the  Company  or  any of its Subsidiaries is obligated or bound or to which
     the  property  of  the  Company  or any of its Subsidiaries may be subject,
     other  than contracts, commitments or agreements between the Company or any
     of  its  Subsidiaries  and  such  persons in their capacities as employees,
     officers  or directors of the Company or any of its Subsidiaries; provided,
     however, that such representation and warranty in clauses (a) and (b) above
     shall  not  apply  to  the  ownership, as a passive investment, by any such
     employee, officer, director, or Affiliate, of less than one percent (1%) of
     a  class of securities listed for trading on a national securities exchange
     or  publicly  traded  in  the  over-the-counter  market.


                                       34
<PAGE>
     5.25     NO  CLAIMS.  Except as set forth on Section 5.25 of the Disclosure
              ----------
Schedule,  to  Seller's  Knowledge,  neither  Seller,  any  of  its members, nor
Seller's  manager  has  directly  or  indirectly, any claims, actions, causes of
action,  demands,  damages,  or losses, whether at law or in equity, in tort, by
contract  or  under  Applicable  law,  against  the  Company  or  any  of  its
Subsidiaries.

     5.26     NO  FINDER.  Except  for  Covington  Associates  LLC  in  Boston,
              ----------
Massachusetts,  neither  the Seller nor the Company or any Subsidiary has agreed
to pay to any broker, finder, investment banker or any other Person a brokerage,
finder's or other fee or commission in connection with this Agreement, any other
transaction document or the consummation of any of the transactions contemplated
hereby  and  thereby.

     5.27     TITLE  TO  AND  SUFFICIENCY  OF  ASSETS.  Except  as  set forth on
              ---------------------------------------
Section  5.27  of  the  Disclosure  Schedule,  the  Company  and  each  of  the
Subsidiaries has good and marketable title to, or a valid leasehold interest in,
all tangible personal property and intangible assets used by it in the operation
of  the  Business  as presently conducted, free and clear of any Lien other than
Permitted  Liens.  Such  assets constitute all the assets, properties and rights
that  are currently used in connection with the conduct of the Business as it is
presently conducted and has been conducted since December 31, 2004.

     5.28     TANGIBLE  ASSETS.  All of the material tangible assets used in the
              ----------------
conduct  of  the  Business, which constitute personal property of the Company or
any  Subsidiary,  whether owned or leased by the Company or such Subsidiary, are
in  good  operating  condition and repair (with the exception of normal wear and
tear).  Contemporaneously  with  the  execution  and delivery of this Agreement,
Seller  has  delivered  to  Purchaser  a depreciation schedule as of October 31,
2005,  listing the material tangible operating assets of the Company and each of
the  Subsidiaries, which schedule is true, correct and complete as of such date.
Except  as set forth on Section 5.28 of the Disclosure Schedule, the Company and
each  of the Subsidiaries owns all such tangible operating assets free and clear
of  all  Liens  other  than  Permitted  Liens.

     5.29     COMPUTER  SYSTEM.  Except  as  disclosed  in  Section  5.29 of the
              ----------------
Disclosure  Schedule, the software included in the Computer System is either (i)
owned  by the Company or a Subsidiary free and clear or any and all Liens except
Permitted  Liens,  or  (ii) used by the Company or such Subsidiary pursuant to a
fully-paid  license granted to the Company or such Subsidiary by the third party
pursuant to the terms of such license.  The Company and each of the Subsidiaries
owns  or  has  valid licenses to use the Computer System, including all software
comprising  a  part  thereof,  and  there  are  no defects in the same that have
materially  interrupted the Company's or such Subsidiary's operations within the
past  twelve (12) months.  Except as disclosed in Section 5.29 of the Disclosure
Schedule,  no  such  license shall terminate or become terminable as a result of
the  transaction contemplated herein.  The use of the Computer System (including
any  software modifications) by the Company and each of the Subsidiaries has not
violated  or infringed upon the rights of any third parties, and the sale of the
Membership  Interests  to  Purchaser  will  not result in the termination of any
maintenance,  service  or support agreement relating to any part of the Computer
System  or  any  reduction  in the services provided to the Business, warranties
available  to the Business or rights of the Business thereunder as same apply to
each  of  the  Company  and  each  of  the  Subsidiaries.


                                       35
<PAGE>
     5.30     CONSTRUCTION  AND  DEVELOPMENT  CONTRACTS.  Section  5.30  of  the
              -----------------------------------------   -------------
Disclosure  Schedule contains a complete list of each contract pursuant to which
the  Company  or  any  of  its  Subsidiaries acts as manager of the construction
and/or  development  of  commercial,  industrial  or  residential  real  estate
properties  (each,  a "CONSTRUCTION CONTRACT").  The Company and each Subsidiary
has  delivered  to  Purchaser  true  and  complete  copies  of each Construction
Contract  in excess of One Million Dollars ($1,000,000).  Except as set forth on
Section  5.30  of  the  Disclosure  Schedule.
-------------

          (a)     to  the  Knowledge  of  the  Seller,  there  is  no  fact  or
     circumstance  existing involving a "fixed price" or "lump sum" Construction
     Contract  with  respect  to  which  it  is  reasonably foreseeable that the
     aggregate  cost  of  the  work  to  be  performed  by  the  Company or such
     Subsidiary thereunder shall exceed such fixed price or lump sum;

          (b)     with  respect  to  any  Construction Contract where payment is
     made  to  the  Company  or  any  Subsidiary on a "percentage of completion"
     basis, neither the Company nor any such Subsidiary has received any payment
     which  is  in excess of the portion of the payment to which it was entitled
     on the basis of the work performed under such Construction Contract;

          (c)     all  work  performed under each Construction Contract has been
     in  conformity with the plans, drawings and specifications for such work as
     same  may  have  been  modified  pursuant  to  duly  executed change orders
     respecting  such  work,  and  is  free  of  defect;

          (d)     the  standard warranty provided by the Company or a Subsidiary
     under  any  Construction  Contract  is  set forth on Section 5.30(d) of the
                                                          ---------------
     Disclosure  Schedule and, except as is set forth in said Section 5.30(d) of
                                                              ---------------
     the  Disclosure Schedule, neither the Company nor any Subsidiary has either
     extended  the time period of such warranty beyond the time period reflected
     in  said standard warranty or provided for any greater financial benefit to
     the  beneficiary  of  said  warranty  than is provided for in said standard
     warranty;

          (e)     all  warranty  work  for  which  a claim has been made under a
     Construction  Contract prior to the date hereof has been duly performed and
     paid for in full by the Company or such Subsidiary, as the case may be; and

          (f)     true,  correct  and  complete  copies  of  all  manufacturers
     warranties  or  other  warranties in excess of One Hundred Thousand Dollars
     ($100,000)  provided  to the Company or a Subsidiary in connection with any
     work  performed,  or  product  or  service  provided  pursuant  to the work
     contemplated  by  a  Construction  Contract,  including  operating  and
     maintenance  manuals  and  other  documentation  that  is  essential to the
     preservation of rights to assert a warranty claim thereunder, are kept with
     the records of the Company or Subsidiary which is responsible for such work
     and  are available for inspection by the Purchaser, and neither the Company
     nor  any  Subsidiary has taken any action or omitted to take any action the
     effect  of  which  is  to limit, diminish or terminate any such warranty or
     increase  the  costs  and  expenses  of the Company or such Subsidiary as a
     result  thereof.


                                       36
<PAGE>
     5.31     GOVERNMENT  CONTRACTS.  Section  5.31  of  the Disclosure Schedule
              ---------------------   -------------
hereto  contains a complete list, as of the date hereof, of each Contract having
an  aggregate  value  in  excess  of  Five  Hundred  Thousand Dollars ($500,000)
pertaining to the Business, between the Company or any Subsidiary and the United
States  government  and/or  its  agencies  (each, a "GOVERNMENT CONTRACT").  The
Company and each Subsidiary has provided or made available to Purchaser true and
complete  copies  of  each  Government Contract. Except as set forth on Schedule
5.31:

          (a)     Neither  the  Company nor any of its Subsidiaries has pending,
     as  of  the  date  hereof,  any written bid, offer, or proposal for any new
     Government  Contract  submitted  in  response to a request for proposals or
     other  formal  solicitation  issued  by the United States government or any
     agency  thereof,  which  shall  not  be  deemed  to  include  any  pending
     modification,  extension,  exercise  of  options,  or  task order under any
     previously  awarded  Government  Contract;

          (b)     With  respect  to  Government  Contracts  under  the  General
     Services  Administration  ("GSA")  Multiple  Award  Schedule  ("MAS"):

               (i)     Under  its  FABS and MOBIS schedule contracts, as well as
          any  other GSA/MAS contracts, the Company and each of its Subsidiaries
          is  substantially  compliant  with  the applicable requirements of the
          following  clauses and provisions, to the extent they are incorporated
          therein:  (1) Price Reductions clause, GSAR 552.238-75 (May 2004); (2)
          Industrial  Funding  Fee  and  Sales Reporting clause, GSAR 552.238-74
          (Jul  2004); and (3) Contract Price List clause, I-FSS-600 (Jul 2004);
          and

               (ii)     Under  its FABS and MOBIS schedule contracts, as well as
          any  other GSA/MAS contracts, the Company and each of its Subsidiaries
          contract  invoices  submitted  to  the  United  States  government for
          payment,  to  the  extent  such  payments  are  based upon labor hours
          incurred,  accurately  reflect  the  number  of  labor  hours actually
          incurred  by its personnel, and those personnel satisfy the credential
          requirements  for  the  applicable  labor  categories.

     5.32     [RESERVED]
              ----------

     5.33     [RESERVED]
              ----------

     5.34     WARRANTY  ELIGIBILITY.  The  Company  and each of its Subsidiaries
              ---------------------
has  complied  in  all material respects with all applicable requirements of any
and  all  warranties  for  products  or  systems  owned  by  the Company or such
Subsidiary  such  that  it is eligible for full warranty coverage to the fullest
extent  available.


                                       37
<PAGE>
     5.35     INFORMATION ACCURATE AND COMPLETE; RELIANCE.  Without limiting the
              -------------------------------------------
specific  language  of  any  other  representation  or  warranty  herein,  all
information  furnished  to Purchaser in this Agreement, in exhibits or schedules
attached hereto, or otherwise delivered to Purchaser is accurate and complete in
all material respects, includes all material facts required to be stated therein
and  does  not  contain  any  untrue  statement  of  a material fact or omit any
material  fact  necessary  to  make  the  statements  therein  not  misleading.
Notwithstanding  any  right of Purchaser fully to investigate the affairs of the
Company  and each of the Subsidiaries and notwithstanding any knowledge of facts
determined  or determinable by Purchaser pursuant to such investigation or right
of investigation, Purchaser has the right to rely fully upon the representations
and  warranties  of  Seller  contained  herein, in the exhibits or the schedules
hereto  or  in  any other document delivered in connection with the transactions
contemplated  hereby.

                                   ARTICLE VI
                                   ----------

               REPRESENTATIONS AND WARRANTIES OF JLL AND PURCHASER
               ---------------------------------------------------

     Each  of  JLL  and  Purchaser  makes  the  following  representations  and
warranties  to  Seller,  each  of  which  is true and correct on the date hereof
(except  where  specifically provided otherwise) and will be true and correct on
the  Closing  Date,  as  though  then  made, and each of which shall survive the
Closing Date and the transactions contemplated hereby to the extent set forth in
Section  9.6  hereof:
------------

     6.1     DUE  ORGANIZATION  AND  STANDING.  Each  of  JLL and Purchaser is a
             --------------------------------
corporation duly organized, validly existing and in good standing under the laws
of  the  State  of  Maryland.

     6.2     AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.  Each of JLL and
             -------------------------------------------------
Purchaser  has  full  corporate  power and authority to execute and deliver this
Agreement  and each other transaction document to which Seller is a party and to
consummate  the transactions contemplated hereby.  The execution and delivery by
JLL and Purchaser of this Agreement and each other transaction document to which
JLL  and  Purchaser  is a party and the consummation by JLL and Purchaser of the
transactions  contemplated  hereby  and thereby have been duly authorized by all
necessary  corporate  action  on the part of JLL and Purchaser.  Each of JLL and
Purchaser  has  duly executed and delivered this Agreement and will duly execute
and  deliver  each  other  transaction  document to which JLL and Purchaser is a
party.  This Agreement constitutes, and each other transaction document to which
JLL  and  Purchaser  is  a  party,  when  duly executed and delivered by JLL and
Purchaser,  shall constitute, the legal, valid and binding obligation of JLL and
Purchaser,  enforceable  against JLL and Purchaser in accordance with its terms,
except  as  the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization,  moratorium  and  other  similar laws now or hereafter in effect
relating to creditors' rights and by general principles of equity.

     6.3     NO  CONFLICTS;  CONSENTS.  The  execution  and  delivery by JLL and
             ------------------------
Purchaser of this Agreement and each other transaction document to which JLL and
Purchaser  is a party, the consummation by JLL and Purchaser of the transactions
contemplated  hereby  and  thereby  and compliance by JLL and Purchaser with the
terms  hereof and thereof do not conflict with, or result in any violation of or
default  (with  or without notice or lapse of time, or both) under, or give rise
to  a right of termination, cancellation or acceleration of any obligation or to
loss  of a material benefit under or result in the creation of any Lien upon any
of  the properties or assets of JLL or Purchaser under, any provision of (i) the
organizational  documents  of  JLL or Purchaser, (ii) any contract, agreement or
instrument  to which JLL or Purchaser or any of their subsidiaries is a party or
by  which  any  of  their  respective properties or assets is bound or (iii) any
judgment, order or decree or laws applicable to JLL or Purchaser or any of their
subsidiaries  or  their respective properties or assets, other than, in the case
of  clause  (ii)  above,  any  such  items disclosed on Schedule 6.3.  Except as
                                                        ------------
disclosed  on  Schedule 6.3 and except with respect to the required filing under
               ------------
the  HSR Act and any filings required under federal or state securities laws, no
consent,  approval, license, permit, order or authorization of, or registration,
declaration  or  filing  with, any Governmental Authority or any other Person is
required to be obtained or made by or with respect to JLL or Purchaser or any of
their  subsidiaries in connection with JLL's and Purchaser's execution, delivery
and performance of this Agreement or the consummation by JLL or Purchaser of the
transactions  contemplated  hereby  or  the  conduct  by JLL or Purchaser of the
business  following  the Closing as conducted on the date hereof, other than any
such items which if not obtained or made, individually or in the aggregate, have
not  had  and  could  not  reasonably be expected to have a JLL Material Adverse
Effect.


                                       38
<PAGE>
     6.4     NO  FINDER.  Neither  JLL  nor  Purchaser  has agreed to pay to any
             ----------
broker,  finder,  investment banker or any other Person a brokerage, finder's or
other fee or commission in connection with this Agreement, any other transaction
document  or  the  transactions  contemplated  hereby  and  thereby.

     6.5     LITIGATION.  There  is no action, suit or proceeding pending or, to
             ----------
the  knowledge  of Purchaser, threatened against JLL or Purchaser that questions
the validity of this Agreement or any other transaction document to which JLL or
Purchaser  is  a  party  or  the  right  of  JLL or Purchaser to enter into such
agreements  or  to  consummate  the transactions contemplated hereby or thereby.

                                   ARTICLE VII
                                   -----------

                                    COVENANTS
                                    ---------

     7.1  ACCESS TO INFORMATION; CONFIDENTIALITY.
          --------------------------------------

          (a)     Seller hereby covenants and agrees that during the period from
     the  date  of  this  Agreement  to the Closing Date, Seller shall cause the
     Company  and  each  of  the  Subsidiaries  to  (a)  give  Purchaser and its
     authorized  representatives  reasonable  access  to  all  books,  records,
     personnel,  offices  and other facilities and properties of the Company and
     the  Subsidiaries  and  the  Company's accountants, (b) permit Purchaser to
     make  such  copies, inspections and investigations thereof as Purchaser may
     reasonably  request  and  (c)  furnish  Purchaser  with  such financial and
     operating  data  and  other information with respect to the Company and the
     Subsidiaries  and  the  Business  of  each of them as Purchaser or any such
     authorized  representative  may  from  time  to  time  reasonably  request;
     provided,  however,  that  the  foregoing shall be conducted at Purchaser's
     --------   -------
     expense  under  the  supervision  of the personnel of the Company in such a
     manner  as  to  maintain  the  confidentiality  of  this  Agreement and the
     transactions contemplated hereby and not to interfere unreasonably with the
     normal  operation  of  the  Business.


                                       39
<PAGE>
          (b)     Purchaser and JLL acknowledge that the information provided to
     Purchaser  and  JLL  and  their  representatives  in  connection  with  the
     transactions  contemplated  hereby  is  subject  to,  and Purchaser and JLL
     shall,  and  shall  cause  their  representatives to, fully comply with the
     provisions  of,  that  certain  Confidentiality  Agreement,  dated  as  of
     September  12,  2005,  between  an  Affiliate  of Purchaser and Seller (the
     "CONFIDENTIALITY AGREEMENT"), the terms of which are incorporated herein by
     this  reference. Upon the Closing, the obligations of Purchaser's Affiliate
     pursuant  to  the Confidentiality Agreement shall terminate with respect to
     information  concerning  the  Company.

          (c)     From  and  after  the  Closing  Date,  except  to  the  extent
     expressly  required  by  applicable  law  or court order, Seller shall, and
     shall cause its Affiliates to, keep secret and confidential and not use for
     its  own benefit or use or authorize the use thereof for the benefit of any
     other  Person all Confidential Information (as such term is defined in this
     Section).  For  purposes  of  this  Section  7.1(c), the term "CONFIDENTIAL
                                         ---------------
     INFORMATION"  means  information  regarding  the  Company  and  each of its
     Subsidiaries which relates to or arises from the conduct of the Business of
     the  Company or such Subsidiary, as the case may be, or any portion thereof
     and  is confidential or proprietary, whether or not it is expressly stamped
     or  identified  as  being  confidential,  including  the  following:  (1)
     information regarding the Company's and each of its Subsidiaries' Business,
     operations,  assets,  liabilities  or  financial condition; (2) information
     regarding  the  Company's  and  each  of  its Subsidiaries' pricing, sales,
     merchandising,  marketing,  capital  expenditures,  costs,  joint ventures,
     business  alliances, purchasing or manufacturing; (3) information regarding
     the  Company's  and  each  of  its  Subsidiaries'  employees  or  sales
     representatives,  including  their identities, responsibilities, competence
     and  compensation;  (4)  customer  lists or other information regarding the
     Company's  and  each of its Subsidiaries' current or prospective customers,
     including  information  regarding  their  identities,  contact  persons and
     purchasing  patterns;  (5)  information regarding the Company's and each of
     its  Subsidiaries'  current or prospective vendors, suppliers, distributors
     or  other  business  partners;  (6)  forecasts,  projections,  budgets  and
     business  plans  regarding  the  Company  and each of its Subsidiaries; (7)
     information  regarding  the Company's and each of its Subsidiaries' planned
     or  pending  acquisitions, divestitures or other business combinations; (8)
     the  Company's  and each of its Subsidiaries' trade secrets and proprietary
     information;  (9)  technical  information,  patent  disclosures  and
     applications,  copyright  applications,  sketches,  drawings,  blueprints,
     models,  know-how,  discoveries,  inventions,  improvements,  techniques,
     processes,  business  methods,  equipment,  algorithms,  software programs,
     software  source  documents  and  formulae,  in  each  case  regarding  the
     Company's  and  each  of  its  Subsidiaries'  current,  future  or proposed
     products  or  services  (including information concerning the Company's and
     each  of its Subsidiaries' research, experimental work, development, design
     details  and  specifications,  and engineering); and (10) the Company's and
     each of its Subsidiaries' website designs, website content, proposed domain
     names,  and  data  bases.  "Confidential  Information"  shall not, however,
     include (A) information which Seller or any of its Affiliates receives from
     a  third  party with the legal right to disclose it to Seller or any of its
     Affiliates,  (B)  information  disclosed  in  judicial  or  administrative
     proceedings  to  the  extent  Seller  or  any  of its Affiliates is legally
     compelled  to disclose such information; provided, however, that the Seller
                                              --------  -------
     or  its  Affiliate,  as the case may be, shall have (i) used its reasonable
     efforts to keep from disclosing such information, (ii) provided the Company
     or  its  Subsidiary,  as the case may be, with prompt notice of the request
     for  such  information  before  disclosure  of  such information, and (iii)
     afforded  the  Company  or  such  Subsidiary,  as  the  case  may  be,  the
     opportunity  to  obtain  an appropriate protective order or other assurance
     (and cooperated with the Company or such Subsidiary, as the case may be, in
     obtaining such order and/or assurance), satisfactory to the Company or such
     Subsidiary,  as  the  case  may  be,  of  confidential  treatment  of  such
     information  before  Seller or its Affiliate, as the case may be, discloses
     such  information,  or  (C)  information that is generally available to the
     public;  provided,  however,  that  information  shall  not  be  considered
     generally  available to the public if it is made public by Seller or any of
     its  Affiliates in violation of this Section 7.1(c) or by a third party who
                                          --------------
     has no lawful right to disclose the information or who does so in violation
     of  any contractual, legal or fiduciary obligation to the Company or any of
     its  Subsidiaries.  For  the  avoidance  of doubt, notwithstanding anything
     herein  to  the  contrary,  the  parties  agree that, because Purchaser has
     entered  into, or will enter into, separate confidentiality agreements with
     the individuals whose activities Purchaser wishes to restrict, this Section
                                                                         -------
     7.1  applies  only  to  entities  and  not  to  any  natural  persons.
     ---


                                       40
<PAGE>
     7.2  PRE CLOSING RESTRICTIONS ON CONDUCT OF BUSINESS.
          -----------------------------------------------

          (a)     From  the  date  hereof  through  the  Closing Date, except as
     contemplated  by  this  Agreement or described on Schedule 7.2, the Company
                                                       ------------
     and  each of the Subsidiaries shall, and Seller shall cause the Company and
     each  of the Subsidiaries to, operate only in the ordinary and usual course
     of  business  consistent  with  past  practice  and  shall use commercially
     reasonable efforts to preserve the good will and current relationships with
     clients,  customers, suppliers, employees and other Persons material to the
     operation  of  the  Business  of  each  of  them.

          (b)     Without  limiting  the  generality  of  Section 7.2(a), Seller
                                                          --------------
     hereby  covenants  and  agrees that during the period from the date of this
     Agreement to the Closing Date, except (i) as otherwise contemplated by this
     Agreement,  (ii)  as  set  forth  on  Schedule  7.2 or (iii) with the prior
                                           -------------
     written  consent  of  Purchaser  (which  consent  shall not be unreasonably
     withheld  or  delayed), Seller shall not, to the extent of its authority so
     to  do,  cause  or  permit  the  Company  or  any  of  its Subsidiaries to:

               (i)     sell,  license  or  dispose  of  any  of  its  material
          properties  or  assets  other than in the Ordinary Course of Business;


                                       41
<PAGE>
               (ii)     acquire  or  lease any assets other than in the Ordinary
          Course  of  Business;

               (iii)     make  any  loans, advances (other than advances made in
          the  Ordinary  Course  of  Business)  or  capital contributions to, or
          investments  in,  any  other  Person, except in the Ordinary Course of
          Business  and  except  for  capital  contributions  in accordance with
          existing  commitments;

               (iv)     make  any  change  in  any  of  its  present  accounting
          methods,  systems,  policies,  principles  or practices, including its
          manner  or timing of collecting accounts receivable or paying accounts
          payable,  except  as  required  by  changes  in  GAAP;

               (v)     make  or  authorize any capital expenditures in excess of
          Fifty  Thousand  Dollars  ($50,000)  in  the  aggregate as to all such
          expenditures;

               (vi)     settle  or  compromise  any  material  Tax  Liability;

               (vii)     incur  any  indebtedness  for borrowed money, issue any
          debt  securities,  assume, guarantee or endorse the obligations of any
          third party or mortgage or create any Liens other than Permitted Liens
          on  any  of  its  properties  or  assets,  or  modify  any  existing
          indebtedness,  debt  securities  or  guarantees;

               (viii)     amend  its  certificate  of  formation,  articles  of
          organization,  operating agreement or partnership agreement (whichever
          is  applicable) except for the amendments which have been reflected in
          the  Limited  Liability  Company  Agreement  of the Seller attached as
          Exhibit  B  hereto;
          ----------

               (ix)     enter  into  a  Contract  involving  a  total  remaining
          commitment  of  Five Hundred Thousand Dollars ($500,000), or terminate
          or  amend  in any material respect any Material Contract other than in
          the  Ordinary Course of Business, or fail to notify Purchaser upon the
          receipt  of  notice  of  termination  of  any  Material  Contract;

               (x)     change  its  equity  structure;

               (xi)     make any dividend or distribution to Seller or any other
          Affiliate  of  the  Company;

               (xii)     acquire or agree to acquire by merging or consolidating
          with  or  by purchasing the stock or other equity of, or a substantial
          portion  of  the  assets  of,  or by any other manner, any business or
          entity  or  otherwise  acquire  or  agree  to  acquire  any  assets;

               (xiii)     knowingly  take  any  action  that  would cause any of
          Seller's  representations and warranties set forth in Article V hereof
                                                                ---------
          to  become  untrue  in  any  material  respect;


                                       42
<PAGE>
               (xiv)     fail  to notify Purchaser in the event that the Company
          or  any  Subsidiary  receives  notice that any Major Client intends to
          reduce  its revenues to the Company or such Subsidiary in any material
          respect;

               (xv)     enter  into  any  Contract with any member, stockholder,
          manager,  director,  officer  or  employee  of  Seller, the Company or
          Subsidiary  or with any of the respective Affiliates of such Person or
          any  Contract with any Affiliate of the Company with a value in excess
          of  Five  Hundred Thousand Dollars ($500,000) (it being understood and
          agreed  that any Contract with any such Affiliate with a value of Five
          Hundred  Thousand  Dollars ($500,000) or less may only be entered into
          in  the  Ordinary  Course  of  Business);

               (xvi)     waive,  release  or  cancel any material claims against
          third  parties  or  material  debts  owing  to  the  Company;

               (xvii)     enter  into  any written employment agreement with any
          employee  or  increase in any material respect the compensation of any
          manager  or  employee;

               (xviii)     enter  into  any  agreement  with  respect  to  any
          collective  bargaining  agreement;

               (xix)     adopt,  grant,  extend or increase the rate or terms of
          any  bonus, insurance, pension or other employee benefit plan, payment
          or  arrangement  made  to, for, or with any manager or employee or any
          other  benefits  payable  in  any  other  form  by  the Company or any
          Subsidiary  or  otherwise amend any Benefit Plan, except to the extent
          required  by  Applicable  Law;

               (xx)     take  or  omit to take any action the effect of which is
          to  cause  the  Company  to  be  taxed  as  a  corporation;

               (xxi)     change  or  permit  any change in the classification of
          the  Company  or any Subsidiary for any federal, state or local income
          tax  purposes;

               (xxii)     permit the creation of any Lien other than a Permitted
          Lien  upon  any  of  its  assets;  or

               (xxiii)     agree  to  take  any  of  the  foregoing  actions.

          (c)     Without  limiting the generality of Section 7.2(a), during the
                                                      --------------
     period  from  the date of this Agreement to the Closing Date, except as set
     forth  on  Schedule 7.2 or as expressly permitted by this Agreement, Seller
                ------------
     shall  cause  the  Company and each of the Subsidiaries to (i) maintain its
     books,  accounts and records in the usual, regular and ordinary manner, and
     on  a  basis  consistent  with  GAAP,  and (ii) duly comply in all material
     respects  with  applicable  laws.

          (d)     Any  Contract  which  requires  the  prior  written consent of
     Purchaser  pursuant to Section 7.2(b) and which is entered into or incurred
                            --------------
     with the prior written consent of Purchaser shall be deemed included on the
     appropriate  schedules to this Agreement. Either party shall have the right
     to  update the schedules to include any such Contract. Any Contract entered
     into  or  incurred  in violation of Section 7.2(b) shall not be included on
                                         --------------
     any  of  the  schedules  to  this  Agreement  absent the written consent of
     Purchaser.


                                       43
<PAGE>
     7.3     COMPLIANCE  WITH  LAW.  Each Party shall comply with all Applicable
             ---------------------
Law  and  cooperate  to  obtain  any  Permit  transfers  and/or  approvals  of
Governmental  Authorities  required  for the valid and effective consummation of
the  transactions  contemplated  hereby.

     7.4     CERTAIN EMPLOYEE MATTERS.  From the date hereof through the Closing
             ------------------------
Date,  Seller shall notify Purchaser promptly if any individual named on the Key
Employee  List gives notice to the Company that such person intends to terminate
his  employment with the Company or any Subsidiary or is not willing to work for
Purchaser.

     7.5     NOTICE.  From  and  after  the date hereof through the Closing Date
             ------
each  Party shall promptly notify the other Party in writing upon the occurrence
or the nonoccurrence of any event of which such Party has actual knowledge which
does  then,  or  which  upon  the passing of time or the giving of notice would,
constitute a material breach of or default under, or render misleading or untrue
in  any  material  respect,  any agreement, covenant, representation or warranty
made  by  such  Party  in  this  Agreement.

     7.6     CONSENTS,  FILINGS  AND  AUTHORIZATIONS; EFFORTS TO CONSUMMATE.  As
             --------------------------------------------------------------
promptly  as  practicable  after  the  date  hereof,  the Parties shall make all
filings  and  submissions  under such laws as are applicable to them or to their
respective  Affiliates  and  as  may  be  required  for  the consummation of the
transactions  contemplated  by  this  Agreement.  The Parties shall consult with
each  other prior to any such filing, and no Party shall make any such filing or
submission  to  which  another  Party  reasonably  objects in writing.  All such
filings  shall  comply  in  form  and  content  in  all  material  respects with
applicable laws.  No agreement that could have a negative impact on the Business
will be made by Seller or the Company with any third party to obtain any consent
or approval to the transactions contemplated hereby, except in accordance with a
plan  previously  agreed  to in writing by Purchaser and none of Purchaser, JLL,
the  Company  or any Subsidiary shall be required to make any payment or provide
any  goods or services as a condition to obtaining such consent.  Subject to the
terms  and  conditions  herein, each Party shall use its commercially reasonable
efforts  to  take or cause to be taken all actions and to do or cause to be done
all  things  necessary, proper or advisable:  (a) to cause the conditions to the
obligations  of each Party to consummate the transactions contemplated hereby to
be  satisfied  as  soon  as reasonably practicable and (b) under Applicable Law,
Permits  and  orders,  to  consummate  and  make  effective  the  transactions
contemplated  hereby  as soon as reasonably practicable, including obtaining all
consents  required  in  connection  with  such  Party's  consummation  of  the
transactions  contemplated  hereby.

     7.7     PUBLIC ANNOUNCEMENTS.  Prior to the Closing, and in connection with
             --------------------
the  initial  announcement  of the consummation of the Closing, the Parties will
consult  with  each other before issuing, and provide each other the opportunity
to  review,  comment  upon  and  concur  with, any press release or other public
statements  with respect to the transactions contemplated by this Agreement, and
shall  not  issue any such press release or make any such public statement prior
to  such  consultation,  except  as  may  be required by applicable law or court
process.


                                       44
<PAGE>
     7.8     NON-COMPETITION.
             ---------------

          (a)     In order to induce Purchaser to enter into this Agreement, and
     subject  to the exceptions set forth herein, Seller expressly covenants and
     agrees  that,  for  a  period  of five (5) years from and after the Closing
     Date,  (i) neither Seller nor any of its Affiliates shall without the prior
     express  written  consent of Purchaser (A) own, manage, operate or control,
     either  within  or  outside  the  Territory,  any  business,  individual,
     partnership,  firm,  corporation or other entity which is engaged, directly
     or  indirectly, in the Business of the Company or any Subsidiary within the
     Territory  or  (B)  interfere  or  attempt  to  interfere with any business
     relationship between any third party and Purchaser or any of its Affiliates
     in  connection with Purchaser's or its Affiliates' engaging in the Business
     of  the  Company  or any Subsidiary within the Territory including, without
     limitation,  the  solicitation or acceptance of any work or engagement from
     any  Person or any Affiliate of such Person who was a client of the Company
     or  any  Subsidiary  within  the  eighteen  (18)  month  period immediately
     preceding  the  Closing  Date,  or  (ii)  solicit or encourage any officer,
     employee,  consultant  or  agent  employed  or  exclusively retained by the
     Company  or  any  Subsidiary  on  the  Closing  Date to leave the employ or
     exclusive  retention of the Company or such Subsidiary, as the case may be,
     other than through a general solicitation that does not specifically target
     employees  or  consultants  of  the  Company  or  any Subsidiary; provided,
                                                                       --------
     however, that nothing in this Section 7.8 shall limit, prohibit or restrict
     -------                       -----------
     Seller  or  any  of  its Affiliates from carrying out any of the activities
     listed  on  Schedule  7.8  hereto  or  from owning, directly or indirectly,
                 -------------
     solely  as  an  investment,  publicly-traded  securities of an entity which
     engages  in the Business if Seller and its Affiliates do not, collectively,
     own  more than five percent (5%) of any class of securities of such entity.
     For  the  avoidance  of  doubt,  notwithstanding  anything  herein  to  the
     contrary,  the  parties  agree that, because Purchaser has entered into, or
     will enter into, separate employment agreements (containing non-competition
     agreements)  with  the  individuals  whose  activities  Purchaser wishes to
     restrict,  this Section 7.8 applies only to entities and not to any natural
                     -----------
     persons.

          (b)     Seller  and Purchaser expressly agree that the remedies at law
     for  any breach of the provisions of this Section 7.8 may be inadequate and
     that,  in addition to any other remedies that Purchaser may have, Purchaser
     shall be entitled to seek temporary and permanent injunctive relief without
     the necessity of proving actual damages or posting bond. To the extent that
     any  part  of this Section 7.8 may be invalid, illegal or unenforceable for
                        -----------
     any  reason,  it  is  intended  that  such part shall be enforceable to the
     extent  that  a  court  of competent jurisdiction shall determine that such
     part,  if  more  limited  in scope, would have been enforceable. Seller and
     Purchaser acknowledge that Purchaser would not enter into this Agreement or
     acquire  the Membership Interests unless Seller agreed to the provisions of
     this  Section  7.8.
           ------------


                                       45
<PAGE>
     7.9     RESIGNATION  AND  GENERAL  RELEASE.  Seller  agrees  that  it shall
             ----------------------------------
deposit  into  the Escrow prior to the Closing Date a resignation and release in
the form attached as Exhibit C hereto, duly executed by Seller and Spaulding and
                     ---------
Slye  Holdings,  LLC.

     7.10     NO  INCONSISTENT  ACTION.  No  Party  shall  take  any  action (a)
              ------------------------
inconsistent  with its obligations under this Agreement or (b) that would hinder
or  delay  the  consummation of the transactions contemplated by this Agreement.
Seller  and  Purchaser  shall use commercially reasonable efforts to cause to be
satisfied  prior to the Closing Date the conditions set forth in Section 8.1 and
                                                                 -----------
Section  8.2  hereof,  respectively.
------------

     7.11     MAINTENANCE  OF  INSURANCE.  The  Company  and  each  of  the
              --------------------------
Subsidiaries  shall  maintain  insurance  comparable  to  its existing insurance
coverage  through  the  Closing  Date,  and shall not allow any breach, default,
termination or cancellation of such insurance policies or agreements to occur or
exist without curing the same within the applicable cure period.  From and after
the  Closing  Date  Seller, at its sole cost and expense, shall bear the cost of
any tail coverage respecting the policy of insurance currently in effect for the
benefit  of the officers, directors, members and managers of the Company and its
Subsidiaries  or  a  substitute policy which provides comparable benefits to the
insurance  in  force at the date hereof.  Purchaser shall not permit the Company
or  any  Subsidiary  to  cancel any policy of insurance which is in force on the
Closing  Date prior to the expiration of the current term of said policy without
the  prior  written  consent  of  the  Seller.

     7.12     LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY AFTER
              ------------------------------------------------------------------
THE  CLOSING.  During  the  six  (6)  year  period  following  the Closing Date,
------------
Purchaser shall cause the Company's operating agreement to contain provisions no
less  favorable  with  respect  to  indemnification, advancement of expenses and
exculpation  of  present  and  former  managers,  members, agents, directors and
officers  of  the  Company and its Subsidiaries than are presently in effect for
such  persons  under  the  Company's  operating  agreement in effect at the date
hereof.

     7.13     [INTENTIONALLY  OMITTED].
              ------------------------

     7.14     EXPENSES.  Seller  shall  be solely responsible for the payment of
              --------
all  fees,  costs and expenses of Covington Associates in Boston, Massachusetts,
and  none  of  such fees, costs or expenses shall be charged to, or paid by, the
Company  or  any  Subsidiary.  Except as otherwise specifically provided in this
Agreement,  each  Party  shall bear its own expenses incurred in connection with
the  negotiations,  preparation,  execution  and  performance of the transaction
documents,  its  due  diligence  investigation  and  the  consummation  of  the
transaction contemplated hereby, including all fees and expenses of such Party's
representatives  and  none  of such expenses shall be charged to or borne by the
Company  or  any  Subsidiary.

     7.15     PROJECT  FINANCE  CONSENTS.

          (a)     Seller  hereby covenants and agrees that, prior to the Closing
     Date,  it  will:

               (i)     cooperate,  and  shall cause its Affiliates to cooperate,
          with  Purchaser  and  the  Company  and to utilize its best efforts to
          obtain  those  consents,  waivers  or  amendments  ("PROJECT  LENDERS'
          CONSENTS")  from the various lender parties ("PROJECT LENDERS") to the
          Project  Finance  Guaranties  (A)  listed  on Schedule 8.1(b) attached
                                                        ---------------
          hereto  and  (B)  identified  pursuant to paragraph 7.15(a)(ii) below,
          which  have an obligation of Five Million Dollars ($5,000,000) or more
          under  the  Project  Finance  Documents;  and


                                       46
<PAGE>
               (ii)     with  JLL,  use  its  best efforts to review each of the
          Project  Finance  Documents not listed on Schedule 8.1(b) and with JLL
                                                    ---------------
          mutually  determine  whether a consent is required under that document
          to  consummate  the  transaction  contemplated  by  this Agreement. In
          addition,  Seller  and  JLL  hereby  covenant  to  consider  each such
          document,  in  light  of their experience (or similar experience) with
          the  other  parties  to  the  document  and  all  other  circumstances
          applicable  to  the relevant project, in determining whether a consent
          is  reasonably  advisable  and obtainable prior to the Closing. Seller
          shall  use  commercially  reasonable  efforts  to  obtain  the Project
          Finance  Consents  identified pursuant to this paragraph 7.15 (b), and
          not  otherwise  required  pursuant  to paragraph 7.15(a), prior to the
          Closing  Date  and shall cooperate reasonably with Purchaser after the
          Closing Date to help Purchaser obtain any Project Finance Consent that
          is  not  obtained  prior  to  the  Closing  Date.

          (b)     JLL  hereby  covenants  and  agrees  that  it  will  cooperate
     reasonably  with  Seller to obtain (or minimize the cost of obtaining) such
     consents,  waivers  and amendments, including (i) working with its contacts
     at institutions that are members of its bank group or (ii) capitalizing (or
     agreeing  to  capitalize)  the  Company after the Closing at an appropriate
     level.

          (c)     Seller  agrees  that  it  shall  pay all costs and expenses in
     connection with obtaining the Project Lenders' Consents, including, without
     limitation,  any  fees  charged  by the Project Lenders with respect to the
     Project  Finance Guaranties for the processing of the Company's request for
     such  Project  Lender  Consents.

     7.16     CERTAIN  EXCLUDED  LIABILITIES.  Prior to the Closing Date, Seller
              ------------------------------
shall  cause  the  Company  or  its Subsidiaries, as the case may be, to assign,
transfer  and convey to Seller, and Seller shall accept from the Company or such
Subsidiary, all obligations and liabilities identified on Schedule 7.16 attached
                                                          -------------
hereto  (the  "EXCLUDED  LIABILITIES").

     7.17     BROKER  OF  RECORD.  Within  twenty  (20)  Business Days after the
              ------------------
Closing  Date, Purchaser shall cause an individual other than Peter Bailey to be
registered  as  "broker  of  record"  for  the  Company.

     7.18     CURRENT  SERVICE  CONTRACTS.  For  three  years  after the Closing
              ---------------------------
Date,  Seller,  in its capacity as partner or member of any of its subsidiaries,
shall  not take any action to authorize or approve the termination without cause
of  any  Current Service Contract, except to the extent that any such action may
be  necessary  or  appropriate  to  satisfy  the fiduciary duties or contractual
obligations  of Seller or its subsidiaries.  The term "Current Service Contract"
means  any  service contract now existing between (x) a subsidiary of Seller and
(y) the Company and any of its Subsidiaries.  For purposes of this Section 7.18,
                                                                   ------------
neither  the  Company  nor  any  of  its  Subsidiaries  shall  be  deemed  to be
subsidiaries  of  Seller.


                                       47
<PAGE>
     7.19     S&S  CONSTRUCTION ASSIGNMENT OF SHARES.  Prior to the Closing Date
              --------------------------------------
Seller  shall  cause  certificates  evidencing one hundred percent (100%) of the
issued  and  outstanding  shares  of  capital  stock  of  S&S Construction to be
deposited into the Escrow, duly endorsed for transfer to an entity designated by
Purchaser  at  least  three  (3)  Business  Days  before  the  Closing Date, and
transferring  and assigning such shares to said entity free and clear of any and
all Liens.  Seller shall also cause to be deposited into the Escrow prior to the
Closing  Date  a  document  which  is  dated  as of the Closing Date and is duly
executed  by  each  of  the  shareholders of S&S Construction in which each such
shareholder  acknowledges  and agrees that the shares are being assigned without
any  obligations of the Company or any Subsidiary to make any payment or provide
any  other  consideration  therefor.  Seller  hereby  acknowledges  that,  as it
relates  to  the  shares  being  so  assigned  and  transferred,  Seller  makes
representations  and warranties substantially in the form of the representations
and warranties set forth in Section 4.5 above (conformed to the fact that shares
are  being  transferred).

     7.20     NO  SOLICITATION.
              ----------------

          (a)     From  and after the date of this Agreement through the Closing
     Date, Seller shall not, directly or indirectly through any member, officer,
     director,  employee,  representative  or  agent of Seller or the Company or
     otherwise:  (i)  solicit, initiate, or encourage any inquiries or proposals
     that  constitute, or could reasonably be expected to lead to, a proposal or
     offer  for  a  merger,  consolidation,  share  or equity exchange, business
     combination,  sale  of  all or substantially all assets, sale of membership
     interests  or  similar  transactions  involving  the  Company or any of the
     Subsidiaries  other  than  the  transactions contemplated by this Agreement
     (any  of  the  foregoing inquiries or proposals an "ACQUISITION PROPOSAL");
     (ii)  engage  or  participate in negotiations or discussions concerning, or
     provide  any non-public information to any person or entity relating to any
     Acquisition  Proposal;  or  (iii)  agree to, enter into, accept, approve or
     recommend  any  Acquisition  Proposal.

          (b)     Seller  shall  notify Purchaser immediately (and no later than
     24  hours)  after  receipt  by  Seller  or  the  Company (or its respective
     advisors)  of  any  Acquisition  Proposal  or  any  request  for  nonpublic
     information in connection with an Acquisition Proposal or for access to the
     properties, books or records of the Company or any Subsidiary by any person
     or entity that informs Seller or the Company that it is considering making,
     or  has made, an Acquisition Proposal. Such notice shall be made orally and
     in  writing  and  shall  indicate  in reasonable detail the identity of the
     offeror  and the terms and conditions of such proposal, inquiry or contact.

     7.21     USE  OF  NAME.
              -------------

          (a)     On  or before the Closing Date, Seller shall cause Spaulding &
     Slye  Holdings,  Inc.  or  the  then  registered  holder  of the trademark,
     "Spaulding & Slye" ("the "Trademark") to transfer and assign to the Company
     all right, title and interest in and to the Trademark free and clear of any
     and all Liens, and free and clear of any obligation upon the Company or any
     of  the  Subsidiaries  to make any payment therefor or with respect thereto
     after  the  Closing Date. Seller shall deposit into the Escrow prior to the
     Closing  Date  a  true,  correct and complete copy of the assignment of the
     Trademark  to  the  Company, indicating that such assignment was duly filed
     with  the  United  States  Patent  and  Trademark  Office.


                                       48
<PAGE>
          (b)     Within  three  (3)  Business  Days  after  the  Closing  Date,
     Purchaser  shall  cause  the  Company to execute and deliver to Seller, and
     Seller  shall  execute  and  deliver  to  Purchaser,  a  Trademark  License
     Agreement  respecting  the  Trademark  in the form of Exhibit D hereto (the
                                                           ----------
     "LICENSE  AGREEMENT").

          (c)     From  and  after  the  Closing  Date,  neither  Seller nor any
     Affiliate of Seller shall use the name, Spaulding & Slye, or any derivation
     thereof  for  any  purpose  whatsoever  except  as  such  use  is expressly
     permitted  by  the  License  Agreement.

                                  ARTICLE VIII
                                  ------------

                              CONDITIONS TO CLOSING
                              ---------------------

     8.1     CONDITIONS  TO  PURCHASER'S  OBLIGATIONS.  The  obligations  of
             ----------------------------------------
Purchaser to purchase the Membership Interests at the Closing are subject to the
fulfillment,  on  or prior to the Closing Date, of the following conditions, any
of which may be waived by Purchaser in its sole discretion:

          (a)     REPRESENTATIONS  AND  WARRANTIES  CORRECT;  PERFORMANCE  OF
                  -----------------------------------------------------------
     OBLIGATIONS.  All  representations  and  warranties  made by Seller in this
     -----------
     Agreement shall be true and correct when made and shall be true and correct
     in all material respects on the Closing Date with the same force and effect
     as if they had been made as of the Closing Date (except where they speak to
     a different date). Seller shall have performed in all material respects all
     obligations and conditions under this Agreement required to be performed or
     observed  by Seller on or prior to the Closing Date. The Parties agree that
     the  Closing of the transaction contemplated by this Agreement shall not in
     any  manner  whatsoever  constitute a waiver or release by Purchaser of any
     claims  for  Losses  suffered  or  incurred  as  a  result of any breach of
     representation  or  warranty  by  Seller,  or failure of performance of any
     obligations  or  conditions  by  Seller  and  Purchaser,  subject  to  the
     provisions of Article IX below, shall have the unrestricted right to pursue
     and  enforce all rights and remedies with respect thereto after the Closing
     Date.

          (b)     CONSENTS  AND  WAIVERS.  Seller,  the  Company and each of the
                  ----------------------
     Subsidiaries  shall  have obtained and deposited into the Escrow all of the
     consents and waivers, and shall have given all the notices (copies of which
     shall  be  deposited  into  the  Escrow)  more  specifically  identified in
     Schedule  8.1(b)  attached  hereto.
     ----------------

          (c)     NO  INJUNCTION OR RESTRAINTS.  No temporary restraining order,
                  ----------------------------
     preliminary or permanent injunction or other legal restraint or prohibition
     preventing  or  materially  restricting or altering the consummation of the
     transactions  contemplated  by this Agreement shall be in effect, and there
     shall  not  be  any  pending action by or before any Governmental Authority
     challenging  or  seeking to restrain or prohibit in any material respect or
     materially  alter the consummation of the transactions contemplated by this
     Agreement  or  seeking  to  obtain  any  damages from any of the Parties in
     connection with the transactions contemplated by this Agreement.


                                       49
<PAGE>
          (d)     CHANGES  IN  GOVERNMENTAL  REGULATION.  There shall not be any
                  -------------------------------------
     action  taken by any Governmental Authority, or any Governmental Regulation
     changed,  enacted,  enforced  or  deemed  applicable  by  any  Governmental
     Authority  to  the Company, its Subsidiaries or the Purchaser (solely as it
     relates to Purchaser's ownership of the Membership Interests or the conduct
     of  any  Business  of  the  Company or any of the Subsidiaries) which would
     reasonably  be  expected  to  have  a  Company  Material  Adverse  Effect.

          (e)     LOSSES.  There shall have been no casualty losses or damage to
                  ------
     any  property  of  the  Company  or  any  Subsidiary since the date of this
     Agreement  (other than (i) reasonable and normal wear and tear and (ii) any
     damage  or  casualty  loss which has been repaired or replaced prior to the
     Closing  or for which repair or replacement has been commenced and proceeds
     from  insurance  or  otherwise  have been or shall be made available to the
     Company  or such Subsidiary as reasonably necessary to complete such repair
     or  replacement))  that,  together  or  aggregated  with  other such losses
     occurring  since such date, exceeds a total value of Fifty Thousand Dollars
     ($50,000).

          (f)     NO  COMPANY  MATERIAL  ADVERSE  EFFECT.  No  Company  Material
                  --------------------------------------
     Adverse  Effect  shall  have  occurred  which has not been remedied or with
     respect  to which remediation has not been commenced to the satisfaction of
     the Purchaser in its sole and absolute discretion.

          (g)     DOCUMENTS.  All  documents and instruments delivered by Seller
                  ---------
     shall be reasonably satisfactory in substance and form to Purchaser and its
     counsel,  and  Purchaser  and  its  counsel  shall  have  received all such
     counterpart  originals  or  certified  or other copies of such documents as
     they  may  reasonably  request.

          (h)     EMPLOYMENT  AGREEMENTS.  Each  Person  identified  on Schedule
                  ----------------------                                --------
     8.1(h)  shall  have  executed  and  deposited into the Escrow an Employment
     ------
     Agreement  substantially  in  the  form  of  Exhibit E(i), Exhibit E(ii) or
                                                  ------------ --------------
     Exhibit  E(iii),  as  the  case may be, attached hereto; provided, however,
     ---------------                                          --------  -------
     that  if  any  Person  listed  on  Schedule 8.1(h) is unable to execute and
                                        ---------------
     deliver  such  Employment  Agreement  as a result of such Person's death or
     permanent  and  total disability, such event shall not constitute a failure
     of  this  closing  condition.

          (i)     HSR  ACT.  The  waiting  period  under  the HSR Act shall have
                  --------
     expired and no request for additional information shall be pending.


                                       50
<PAGE>
          (j)     SELLER  CLOSING  AGREEMENTS.  Seller,  the  Company  or  a
                  ---------------------------
     Subsidiary,  whichever  is applicable, shall have deposited into the Escrow
     the  following  transaction  documents:

               (i)     An  assignment  of  membership  interest duly executed in
          blank  by  Seller;

               (ii)     An  officer's  certificate  signed  by a duly authorized
          officer  of  Seller  and  certifying  as  to  the  satisfaction of the
          conditions  set  forth  in  Section  8.1(a)  hereof;
                                      ---------------

               (iii)     A  certificate  signed  by  the  Manager  of  Seller
          certifying as to the incumbency and signature of the representative of
          Seller  executing  this  Agreement  and  any other documents signed by
          Seller  pursuant  to  this  Agreement;

               (iv)     The  certificate  of  formation  of  the Company and all
          amendments  thereto,  certified by the Delaware Secretary of State and
          the  articles  of  incorporation,  certificate  of  formation or other
          organizational  document,  and  all amendments thereto, filed with any
          Governmental  Authority  with respect to each Subsidiary, certified by
          the  Secretary  of State or other appropriate governmental official of
          the  jurisdiction  in  which  such Subsidiary was formed or organized;

               (v)     The  books  of  account,  minute  books, equity ownership
          record  books  and  other  records of the Company and its Subsidiaries
          (which  shall  be  made available to Purchaser outside of the Escrow);

               (vi)     A  certificate of good standing for each Subsidiary from
          the  Secretary  of State or other appropriate governmental official of
          the  jurisdiction  in  which  such Subsidiary was formed or organized,
          dated  within seven (7) days of the Closing Date, certifying that each
          Subsidiary is in good standing in such jurisdiction, and a certificate
          of good standing from each other jurisdiction where such Subsidiary is
          qualified  to  do  business;

               (vii)     A  certificate  of  good  standing  from  the  Delaware
          Secretary  of  State, dated within seven (7) days of the Closing Date,
          certifying  that  the  Company  is  in  good  standing in the State of
          Delaware,  and  a  certificate  of  good  standing  from  each  other
          jurisdiction  where  such the Company is qualified to do business; and

               (viii)     Uniform  Commercial  Code,  judgment  and  tax  lien
          searches  of the Seller, the Company and each Subsidiary, dated within
          seven  (7) days prior to the Closing Date, confirming that the Seller,
          Company  and  each  Subsidiary, respectively, owns its assets free and
          clear  of  any  Liens  except  Permitted  Liens.

          (k)     LEGAL  OPINION.  Seller  shall  cause to be deposited into the
                  --------------
     Escrow  an  opinion  of  Seller's  counsel with respect to the transactions
     contemplated  hereby in a form which is reasonably acceptable to Purchaser.


                                       51
<PAGE>
          (l)     670  ALBANY  STREET.  Either  (i)  the  construction  loan
                  -------------------
     respecting the property located at 670 Albany Street, Boston, Massachusetts
     shall  have  been  repaid  in  full,  the  permanent  loan  which  has been
     substituted  therefore shall not have a guarantee of principal repayment by
     the  Company  or  any  Subsidiary,  and a copy of the original note for the
     construction  loan  and lender's release of the construction loan guarantee
     each  marked,  "Paid," "Released" or "Satisfied," shall have been deposited
     into the Escrow, or (ii) Seller shall have deposited into the Escrow a duly
     executed  and  dated  certificate  from  an officer of Bank of America, the
     construction  lender,  verifying that said guarantee of principal repayment
     has  been  reduced  to  ten  percent (10%) of the Forty Six Million Dollars
     ($46,000,000)  of  principal  repayment  obligation.

          (m)     RELEASE  OF  EXCLUDED  LIABILITIES.  Seller shall deposit into
                  ----------------------------------
     the  Escrow  evidence to the effect that: (i) Seller has caused the Company
     or  its Subsidiaries, as the case may be, to assign, transfer and convey to
     Seller;  and  (ii) Seller has accepted from the Company or such Subsidiary,
     the  Excluded  Liabilities.

     8.2     CONDITIONS  TO  SELLER'S OBLIGATIONS.  The obligations of Seller to
             ------------------------------------
sell  and  deliver  the  Membership  Interests at the Closing are subject to the
fulfillment,  on  or prior to the Closing Date, of the following conditions, any
of  which  may  be  waived  by  Seller  in  its  sole  discretion:

          (a)     REPRESENTATIONS  AND  WARRANTIES  CORRECT;  PERFORMANCE  OF
                  -----------------------------------------------------------
     OBLIGATIONS.  All  representations and warranties made by JLL and Purchaser
     -----------
     in this Agreement shall be true and correct when made and shall be true and
     correct  on  the Closing Date with the same force and effect as if they had
     been  made  as  of the Closing Date. JLL and Purchaser shall have performed
     all  obligations and conditions herein required to be performed or observed
     by  JLL and Purchaser under this Agreement on or prior to the Closing Date.

          (b)     CONSENTS  AND  WAIVERS.  JLL and Purchaser shall have obtained
                  ----------------------
     all  of  the consents and waivers, and given all the notices, as and to the
     extent required in connection with the items disclosed on Schedule 6.3.
                                                               ------------

          (c)     NO  INJUNCTION OR RESTRAINTS.  No temporary restraining order,
                  ----------------------------
     preliminary or permanent injunction or other legal restraint or prohibition
     preventing  or  materially  restricting or altering the consummation of the
     transactions  contemplated  by  this Agreement shall be in effect and there
     shall  not  be  any  pending  action  by  or before any Governmental Entity
     challenging  or  seeking to restrain or prohibit in any material respect or
     materially  alter the consummation of the transactions contemplated by this
     Agreement  or  seeking  to  obtain  any  damages from any of the Parties in
     connection with the transactions contemplated by this Agreement.

          (d)     NO  JLL  MATERIAL  ADVERSE  EFFECT.  No  JLL  Material Adverse
                  ----------------------------------
     Effect  shall  have occurred which has not been remedied or with respect to
     which  remediation has not been commenced to the satisfaction of the Seller
     in  its  sole  and  absolute  discretion.


                                       52
<PAGE>
          (e)     DOCUMENTS.  All documents and instruments delivered by JLL and
                  ---------
     Purchaser  shall be reasonably satisfactory in substance and form to Seller
     and  its  counsel,  and Seller and its counsel shall have received all such
     counterpart  originals  or  certified  or other copies of such documents as
     they  may  reasonably  request.

          (f)     HSR  ACT.  The  waiting  period  under  the HSR Act shall have
                  --------
     expired and no request for additional information shall be pending.

          (g)     PURCHASER  CLOSING AGREEMENTS.  Purchaser shall have deposited
                  -----------------------------
     into the Escrow the following transaction documents:

               (i)     Officer's  certificates  signed  by  a  duly  authorized
          officer  of JLL and Purchaser and certifying as to the satisfaction of
          the  conditions  set  forth  in  Section  8.2(a)  hereof;

               (ii)     Certificates  signed by a duly authorized officer of JLL
          and  Purchaser  certifying  as  to the incumbency and signature of the
          representatives  of JLL and Purchaser executing this Agreement and any
          other documents signed by JLL and Purchaser pursuant to this Agreement
          and as to the adoption of the resolutions authorizing the transactions
          contemplated  hereby  and  thereby;

               (iii)     The  certificates of incorporation of JLL and Purchaser
          and  all  amendments thereto, duly certified by the Secretary of State
          of  the  State of Delaware, dated within seven (7) days of the Closing
          Date;  and

               (iv)     Certificates  of  good  standing  from  the Secretary of
          State  of  the  State  of Delaware, dated within seven (7) days of the
          Closing  Date,  certifying  that  each of JLL and Purchaser is in good
          standing  in the State of Delaware, and a certificate of good standing
          from  each  other  jurisdiction  where  Purchaser  is  qualified to do
          business.

          (h)     LEGAL OPINION.  Purchaser shall cause to be deposited into the
                  -------------
     Escrow  an  opinion  of  counsel  to  JLL and Purchaser with respect to the
     transactions  contemplated  hereby in a form which is reasonably acceptable
     to  Seller.

                                   ARTICLE IX
                                   ----------

                                 INDEMNIFICATION
                                 ---------------

     9.1     INDEMNIFICATION BY SELLER.  Subject to the limitations set forth in
             -------------------------
Section  9.6,  Seller  shall and hereby does indemnify each of JLL and Purchaser
------------
against,  and  hold them harmless from, and agree to defend against, any and all
Losses suffered or sustained by Purchaser (either directly or as a result of any
Loss suffered or sustained by each of JLL and the Company or any Subsidiary) and
arising  from,  in  connection  with,  or  otherwise  with  respect  to:

          (a)     any  breach  of  any  representation  or  warranty  of  Seller
     contained  in  this Agreement or in any other transaction document to which
     Seller  is  a  party;


                                       53
<PAGE>
          (b)     any breach of any covenant or agreement of Seller contained in
     this  Agreement  or  in any other transaction document to which Seller is a
     party;

          (c)     the  imposition  of  any Tax against the Company or any of its
     Subsidiaries,  Seller  or  Affiliates of Seller for any Pre-Closing Period,
     including, without limitation, Taxes of a Person other than the Company and
     its Subsidiaries for which JLL, Purchaser, the Company or any Subsidiary is
     responsible  (i)  under  Applicable Law; (ii) as a transferee or successor;
     (iii)  by  contract; or (iv) otherwise, but only to the extent any such Tax
     liability is the responsibility of Seller pursuant to Article XI;
                                                           ----------

          (d)     any  litigation  described  on  Schedule  5.10;  and
                                                  --------------

          (e)     the  Project  Finance  Documents.

     9.2     INDEMNIFICATION  BY  JLL  AND PURCHASER.  Each of JLL and Purchaser
             ---------------------------------------
shall  and  hereby does jointly and severally indemnify Seller against, and hold
it  harmless  from  and  agree to defend against, any and all Losses suffered or
sustained  by  Seller  and  arising  from,  in connection with or otherwise with
respect  to:

          (a)     any  breach  of  any  representation  or  warranty  of  JLL or
     Purchaser  contained in this Agreement or in any other transaction document
     to  which  JLL  or  Purchaser  is  a  party;

          (b)     any  breach  of  any covenant or agreement of JLL or Purchaser
     contained  in  this Agreement or in any other transaction document to which
     JLL  or  Purchaser  is  a  party;  and

          (c)     any  Losses  resulting  from the imposition of any Tax against
     the Company, any Subsidiary, Purchaser or Affiliates of Purchaser except to
     the extent Seller is liable for such Taxes pursuant to Article XI.
                                                            ----------

     9.3     CALCULATION  OF  LOSSES;  LIMITATION;  EXCLUSIVE  REMEDY.
             --------------------------------------------------------

          (a)     The  amount  of any Loss for which indemnification is provided
     under this Article IX shall be net of any amounts actually recovered by the
                ----------
     Indemnified  Party  under  insurance policies with respect to such Loss and
     shall  be (i) increased to take account of any net Tax cost incurred by the
     Indemnified  Party arising from the receipt of indemnity payments hereunder
     (grossed  up for such increase) and (ii) reduced to take account of any net
     Tax  benefit  realized by the Indemnified Party arising from the incurrence
     or  payment  of  any  such Loss and the present discounted value of any Tax
     benefit  to be realized in the future (for example if expensed payments are
     recharacterized  as capital expenditures). The Tax Cost (or Tax benefit) of
     the  Indemnified Party shall be the positive (or negative) difference equal
     to  (x)  the  Tax  payable by the Indemnified party taking into account all
     items  arising  from the receipt of any indemnity payment hereunder and the
     incurrence or payment of any indemnified Loss, minus (y) the Tax payable by
     the Indemnified Party without taking into account any item arising from the
     receipt  of  any  indemnity payment herein and the incurrence or payment of
     any  indemnified  Loss.


                                       54
<PAGE>
          (b)     The  remedies  set  forth in this Article IX shall be the sole
     and  exclusive  remedies of the Parties for any and all Losses sustained or
     incurred  by  them in connection with this Agreement, any other transaction
     document  and the transactions contemplated hereby and thereby, except with
     respect  to  fraudulent  misrepresentations  (for  which  the Parties shall
     retain all remedies at law or in equity in addition to the remedies of this
     Article  IX).
     -----------

     9.4     INDEMNIFICATION  PROCEDURES.
             ---------------------------

          (a)     In  order  for  a  Party  (in  such capacity, the "Indemnified
     Party")  to  be  entitled  to  any  indemnification provided for under this
     Agreement  in  respect  of, arising out of or involving a claim made by any
     Person  against  the  Indemnified  Party  (a  "Third  Party  Claim"),  such
     Indemnified  Party  must  notify  the  Party  from which indemnification is
     sought (in such capacity, the "Indemnifying Party") in writing of the Third
     Party Claim promptly following receipt by such Indemnified Party of written
     notice  of  the  Third Party Claim; provided, however, that failure to give
     such  notification  shall not affect the indemnification provided hereunder
     except  to  the  extent the Indemnifying Party shall have been actually and
     materially  prejudiced  as  a  result  of  such  failure.  Thereafter,  the
     Indemnified  Party  shall  deliver  to  the  Indemnifying  Party,  promptly
     following  the  Indemnified  Party's receipt thereof, copies of all notices
     and  documents  (including  court papers) received by the Indemnified Party
     relating  to  the  Third  Party  Claim  and  not  also  addressed  to  the
     Indemnifying  Party.

          (b)     If  a  Third Party Claim is made against an Indemnified Party,
     the  Indemnifying  Party  shall  be  entitled to participate in the defense
     thereof  and,  if it so chooses, to assume the defense thereof with counsel
     selected  by  the  Indemnifying  Party;  provided  that such counsel is not
     reasonably  objected  to  by  the  Indemnified  Party.  In  the  event  the
     Indemnifying  Party  duly  elects  to  assume  the defense of a Third Party
     Claim,  the Indemnifying Party shall not be liable to the Indemnified Party
     for  any  legal  expenses subsequently incurred by the Indemnified Party in
     connection  with  the defense thereof unless (i) the Indemnifying Party has
     failed  to promptly assume the defense of a Third Party Claim after receipt
     of  notice of the commencement thereof or (ii) there are defenses available
     to  the Indemnifying Party and the Indemnified Party which are sufficiently
     disparate and several such that continued representation by one counsel (or
     legal  firm) of both the Indemnifying Party and the Indemnified Party would
     materially  prejudice  the  assertion  or  prosecution  of such defenses or
     otherwise  result  in  a  conflict  of  interest  for  such counsel. If the
     Indemnifying  Party  assumes such defense, the Indemnified Party shall have
     the  right  to participate in the defense thereof and to employ counsel, at
     its  own  expense,  separate  from the counsel employed by the Indemnifying
     Party,  it  being understood that the Indemnifying Party shall control such
     defense.  If  the Indemnifying Party chooses to defend or prosecute a Third
     Party  Claim,  the  Indemnified  Party  shall  cooperate  in the defense or
     prosecution thereof. Such cooperation shall include the retention and (upon
     the  Indemnifying  Party's request) the provision to the Indemnifying Party
     of records and information that are reasonably relevant to such Third Party
     Claim  and  making  employees  available  on a mutually convenient basis to
     provide  additional  information  and  explanation of any material provided
     hereunder.  Whether  or not the Indemnifying Party assumes the defense of a
     Third Party Claim, the Indemnified Party shall not admit any liability with
     respect  to,  or  settle,  compromise  or discharge, such Third Party Claim
     without the Indemnifying Party's prior written consent (which consent shall
     not be unreasonably withheld or delayed). If the Indemnifying Party assumes
     the  defense  of  a Third Party Claim, the Indemnified Party shall agree to
     any  settlement,  compromise  or  discharge of a Third Party Claim that the
     Indemnifying  Party  may  recommend  and  that  by  its terms obligates the
     Indemnifying  Party  to  pay the full amount of the liability in connection
     with  such  Third  Party  Claim  (subject  to  reduction  pursuant  to such
     settlement),  which releases the Indemnified Party completely in connection
     with  such  Third Party Claim and that would not otherwise adversely affect
     the  Indemnified  Party.  Notwithstanding  the  foregoing, the Indemnifying
     Party  shall not be entitled to assume the defense of any Third Party Claim
     (and  shall  be liable for the fees and expenses of one counsel incurred by
     the  Indemnified  Party  in  defending such Third Party Claim) if the Third
     Party  Claim seeks an order, injunction or other equitable relief or relief
     for  other  than  money  damages  against  the  Indemnified  Party that the
     Indemnified  Party reasonably determines, after conferring with its outside
     counsel,  cannot  be separated from any related claim for money damages. If
     such  equitable relief or other relief portion of the Third Party Claim can
     be  so  separated from that for money damages, the Indemnifying Party shall
     be entitled to assume the defense of the portion relating to money damages.


                                       55
<PAGE>
          (c)     In  the  event  any  Indemnified  Party has a claim against an
     Indemnifying  Party  hereunder  that  does  not involve a Third Party Claim
     being  asserted  against  or  sought  to be collected from such Indemnified
     Party,  the  Indemnified  Party  shall  deliver  notice  of such claim with
     reasonable  promptness  to  the  Indemnifying  Party.  The  failure  by any
     Indemnified Party so to notify the Indemnifying Party shall not relieve the
     Indemnifying  Party from any liability that it may have to such Indemnified
     Party  hereunder,  except  to  the  extent  that  the  Indemnifying  Party
     demonstrates  that  it  has been materially prejudiced by such failure. The
     Indemnifying Party and the Indemnified Party shall proceed in good faith to
     negotiate  a  resolution  of  such  dispute  and,  if  not resolved through
     negotiations  within ten (10) Business Days after such dispute shall arise,
     such  dispute  shall  be  resolved by litigation in an appropriate court of
     competent  jurisdiction.

     9.5     TERMINATION  OF  INDEMNIFICATION  OBLIGATIONS.  Covenants  and
             ---------------------------------------------
agreements  of  JLL, Purchaser and Seller hereunder shall survive the Closing on
the Closing Date without limitation.  Except as is provided for below and except
with  respect  to  fraud,  the  indemnification  obligations pursuant to Section
                                                                         -------
9.1(a)  and  Section  9.2(a)  hereof shall terminate on the date which is thirty
------       ---------------
(30)  days  after  the  third  (3rd)  anniversary of the Closing Date; provided,
                                                                       --------
however,  that such indemnification obligations shall not terminate with respect
to  any item as to which the Indemnified Party shall have, before the expiration
of  such  period,  previously  made a claim by delivering a notice of such claim
(stating  in  reasonable  detail  the  basis  of  such  facts  or  claim) to the
Indemnifying  Party in accordance with Section 9.4 hereof and, provided further,
                                       -----------             -------- -------
that:  (i)  the  indemnification  obligations  set  forth in Sections 9.1(a) and
                                                             ---------------
9.2(a)  hereof shall continue indefinitely and shall not terminate for breach of
     -
representations  and  warranties  set forth in Sections 4.1, 4.2, 4.5, 5.1, 5.2,
                                               ---------------------------------
5.3, 6.1, and 6.2 hereof; (ii) the indemnification obligations for breach of the
-----------------
representations  and  warranties set forth in Sections 5.14, 5.16 or 5.17 hereof
                                              ---------------------------
shall  continue  until  the  expiration of any period after which the applicable
statute  of  limitations  would  bar  claims  by  third  parties  for  which
indemnification  would  otherwise  be  available  for  breach  of the referenced
representations  or under the above referenced indemnification provisions; (iii)
the  indemnification obligations in Sections 9.1(c) and 9.2(c) shall continue to
                                    ---------------     ------
the  extent set forth in Article X; and (iv) the indemnification obligations set
                         ---------
forth  in  Section  9.1(e) hereof shall continue for so long as Purchaser or the
           ---------------
Company,  or  their  Affiliates,  remains  liable  under  the  Project  Finance
Documents.


                                       56
<PAGE>
     9.6     PAYMENT  OF  LOSSES;  INDEMNIFICATION LIMITATION.  To the extent an
             ------------------------------------------------
Indemnified Party is entitled to indemnification for Losses under Section 9.1 or
                                                                  -----------
Section  9.2  hereof,  the  Indemnifying Party shall pay the aggregate amount of
------------
such  Losses  to  the  Indemnified  Party  within  fifteen  (15)  days after the
Indemnifying Party has agreed that it is obligated to pay indemnification or the
date  on  which  an  order  from  a court of competent jurisdiction requiring an
Indemnifying  Party  to  pay indemnification has become final and nonappealable.
Except  as is provided for below, neither Purchaser nor JLL shall be entitled to
indemnification  for  any  Losses  pursuant  to  Section 9.1(a) above unless the
                                                 --------------
aggregate  amount  of  Losses sustained by Purchaser and JLL exceeds Two Million
Two  Hundred  Thousand  Dollars  ($2,200,000.00)  (the "BASKET") in which event,
subject  to  any  limitation  upon  liability set forth below, JLL and Purchaser
shall  be  entitled  to  recover  all  Losses in excess of the Basket, provided,
                                                                       --------
however,  that  any  Losses (i) relating to fraud or (ii) which are in excess of
-------
One Million Dollars ($1,000,000.00) in connection with any separate claim by JLL
or  Purchaser  for  indemnification hereunder, shall be ineligible for inclusion
within  the  Basket.  Except  as  is  provided  for below, in no event shall the
indemnification  obligation  of  Seller  under Section 9.1(a), (c), (d), and (e)
                                               --------------  ---  ---      ---
above  exceed  the  sum  of Fifty Million Dollars ($50,000,000.00) except in the
case  of fraud in which event there shall be no limitation upon the liability of
Seller  hereunder.  Any  materiality  qualification  contained  in Article IV or
                                                                   ----------
Article V shall not be taken into account in determining the aggregate amount of
---------
the  Indemnified  Party's Losses.  For the avoidance of doubt, there is only one
Basket,  and  Purchaser  and JLL are only entitled to recover $1 for every $1 of
Loss.

     9.7     RIGHT  OF  OFFSET;  ESCROW.
             --------------------------

          (a)     Purchaser  shall  have  a  direct  right of offset against any
     payments  owing  to  Seller  to  the  extent  Purchaser  is  entitled  to
     indemnification  pursuant  to  this Article IX; provided, however, that the
                                                     --------  -------
     right of offset shall not be deemed an election of remedies or an exclusive
     remedy and Purchaser shall continue to have the right to seek any remedy at
     law, in equity or otherwise as it deems necessary or appropriate.

          (b)     In  the  event  Purchaser  exercises  its  right  of  offset
     hereunder,  Purchaser  promptly shall give written notice thereof to Seller
     (setting forth in reasonable detail the nature and scope of such claim). If
     Seller fails to deliver a written objection to Purchaser's claim within ten
     (10)  Business  Days  after  the date of Purchaser's notice to Seller, such
     claim  shall  be  deemed  fully resolved in favor of Purchaser and shall be
     deemed final and binding on the parties without further recourse. Purchaser
     shall have the right of offset to the extent of any payment owing to Seller
     hereunder;  provided,  however,  that Purchaser shall retain such claim and
                 --------   -------
     may  pursue  other  remedies at law or in equity or otherwise to the extent
     the  amount  set  off  shall  be inadequate to satisfy Purchaser's claim in
     full.


                                       57
<PAGE>
          (c)     In  the event Seller shall timely object to Purchaser's notice
     pursuant  to Section 9.7(b) above, then Purchaser shall deposit the payment
                  --------------
     with  respect to which the set off is asserted into a joint order escrow at
     Chicago  Title  & Trust Company in Chicago, Illinois (the "CT&T") pending a
     determination  of  such  claim  by  a  court  of  competent jurisdiction as
     provided  for  in Section 12.2 below or the settlement of such claim by the
                       ------------
     parties.  The fees, costs and expenses of CT&T respecting such escrow shall
     be  borne  equally  by  Purchaser  and  Seller.  Purchaser and Seller shall
     promptly  execute  and  deliver  to  each other CT&T's standard joint order
     escrow  agreement.

     9.8     CONSEQUENTIAL  DAMAGES,  ETC..  In  no  event  shall  Seller  be
             -----------------------------
responsible or liable for any Losses or other amounts under this Article IX that
are  consequential  in  the  nature  of  lost  profits,  special  or punitive or
otherwise  not  actual  damages; provided, however, that the foregoing exclusion
                                 --------  -------
shall  not  apply  to  Losses  incurred  in  any  Third  Party  Action  that are
consequential,  special or punitive or otherwise not actual damages.  Each Party
shall  (and  shall cause its Affiliates to) use reasonable commercial efforts to
pursue  all legal rights and remedies available in order to minimize the Damages
for  which  indemnification  is  provided  to it under this Article IX including
making  available  to  the  Indemnifying  Party copies of all relevant insurance
policies  and  warranties and the ability to enforce rights owned or held by the
Indemnified  Party.

                                    ARTICLE X
                                    ---------

                                   TAX MATTERS
                                   -----------

     The  following  provisions shall govern the allocation of responsibility as
between Purchaser and Seller for certain tax matters following the Closing Date:

     10.1     TAX  PERIOD ENDING ON OR BEFORE THE CLOSING DATE.  Purchaser shall
              ------------------------------------------------
prepare  or  cause  to be prepared and file or cause to be filed all Tax Returns
for  the  Company and its Subsidiaries for all periods ending on or prior to the
Closing  Date  which  are  filed  after  the Closing Date, other than income Tax
Returns  with  respect  to periods for which a consolidated, unitary or combined
income  Tax  Return of Seller will include the operations of the Company and its
Subsidiaries.  Seller shall reimburse Purchaser for Taxes of the Company and its
Subsidiaries with respect to such periods within fifteen (15) days after payment
by  Purchaser  or  the  Company and its Subsidiaries of such Taxes to the extent
Seller  does  not  retain in the Company sufficient cash to pay such Taxes or to
the extent such Taxes are not reflected in the reserve for Tax Liability (rather
than  any  reserve  for deferred Taxes established to reflect timing differences
between  book  and  Tax  income)  shown on the face of the Latest Balance Sheet.

     10.2     TAX  PERIODS  BEGINNING  BEFORE AND ENDING AFTER THE CLOSING DATE.
              -----------------------------------------------------------------
Purchaser  shall  prepare  or cause to be prepared and file or cause to be filed
any  Tax Returns of the Company and its Subsidiaries for Tax periods which begin
before  the  Closing  Date  and end after the Closing Date.  Seller shall pay to
Purchaser  within  fifteen (15) days after the date on which Taxes are paid with
respect  to  such  periods  an  amount  equal to the portion of such Taxes which
relates  to the portion of such Taxable period ending on the Closing Date to the
extent  Seller  does not retain in the Company sufficient cash to pay such Taxes
or  to  the extent such Taxes are not reflected in the reserve for Tax Liability
(rather  than  any  reserve  for  deferred  Taxes  established to reflect timing
differences between book and Tax income) shown on the face of the Latest Balance
Sheet.  For  purposes of this Section, in the case of any Taxes that are imposed
on a periodic basis and are payable for a Taxable period that includes (but does
not  end  on)  the  Closing  Date,  the portion of such Tax which relates to the
portion  of such Taxable period ending on the Closing Date shall (a) in the case
of  any  Taxes  other than Taxes based upon or related to income or receipts, be
deemed  to be the amount of such Tax for the entire Taxable period multiplied by
a  fraction  the  numerator of which is the number of days in the Taxable period
ending in the Closing Date and the denominator of which is the number of days in
the  entire Taxable period, and (b) in the case of any Tax based upon or related
to  income  or  receipts be deemed equal to the amount which would be payable if
the  relevant Taxable period ended on the Closing Date.  Any credits relating to
a  Taxable  period  that  begins before and ends after the Closing Date shall be
taken  into  account  as though the relevant Taxable period ended on the Closing
Date.  All  determinations necessary to give effect to the foregoing allocations
shall  be made in a manner consistent with prior practice of the Company and its
Subsidiaries.


                                       58
<PAGE>
     10.3     PREPARATION OF TAX RETURNS AT DIRECTION OF SELLER.  Any Tax Return
              -------------------------------------------------
to  be  prepared and filed by Purchaser for taxable periods beginning before the
Closing  Date  shall  be  prepared  on a basis consistent with the last previous
similar  Tax  Return.  Purchaser  shall consult with Seller concerning each such
Tax  Return and, subject to the immediately preceding sentence, report all items
with  respect  to  the  portion  of  the  period  ending  on the Closing Date in
accordance  with  the  instructions  of  Seller.  Notwithstanding  the foregoing
provisions  of this Section 10.3, Purchaser shall not be required to prepare any
                    ------------
Tax  Returns  or  report  any  items to the extent such preparation or reporting
would  result  in a material risk of the imposition of penalties or additions to
Tax on Purchaser or any Affiliate thereof, as reasonably determined by Purchaser
in  consultation  with  its  Tax advisors.  Purchaser shall cause the Company to
provide Seller with a copy of each such proposed Tax Return (and such additional
information  regarding such Tax Return as may reasonably be requested by Seller)
at  least 30 days prior to the filing of such Tax Return, except that (i) in the
case  of  a  Tax  Return relating to a monthly taxable period, the copy shall be
provided  to  the  Indemnification Representatives at least 10 days prior to the
filing  of  such  Tax  Return and (ii) in the case of a Tax Return due within 90
days  following  the  Closing Date, the copy shall be provided to Seller in such
shorter  period  of time prior to filing as Purchaser shall reasonably determine
to  be  practicable.

     10.4     COOPERATION  ON  TAX  MATTERS.
              ------------------------------

          (a)     Purchaser,  the  Company and its Subsidiaries and Seller shall
     cooperate  fully,  as  and  to the extent reasonably requested by the other
     Party,  in  connection  with  the  filing  of  Tax Returns pursuant to this
     Section  and  any  audit,  litigation  or  other proceeding with respect to
     Taxes.  Such  cooperation  shall  include the retention and (upon the other
     Party's  request)  the  provision  of  records  and  information  which are
     reasonably  relevant  to any such audit, litigation or other proceeding and
     making  employees  available  on  a  mutually  convenient  basis to provide
     additional  information and explanation of any material provided hereunder.
     The  Company, its Subsidiaries and Seller agree (A) to retain copies of all
     books  and records with respect to Tax matters pertinent to the Company and
     its  Subsidiaries  relating  to  any  taxable  period  beginning before the
     Closing  Date  until  the expiration of the statute of limitations (and, to
     the  extent notified by Purchaser or Seller, any extensions thereof) of the
     respective taxable periods, and to abide by all record retention agreements
     entered  into  with  any  taxing authority, and (B) to give the other Party
     reasonable  written  notice prior to transferring, destroying or discarding
     any such books and records and, if the other Party so requests, the Company
     and  its  Subsidiaries or Seller, as the case may be, shall allow the other
     Party  to  take  possession  of  such  books  and  records.


                                       59
<PAGE>
          (b)     Purchaser and Seller further agree, upon request, to use their
     best  efforts  to  obtain  any  certificate  or  other  document  from  any
     governmental authority or any other Person as may be necessary to mitigate,
     reduce  or  eliminate  any  Tax  that  could be imposed (including, but not
     limited to, with respect to the transactions contemplated hereby).

     10.5     CERTAIN  TAXES.  All  transfer,  documentary,  sales,  use, stamp,
              --------------
registration  and  other  such  Taxes  (including  any  penalties  and interest)
incurred  in  connection  with  consummation of the transactions contemplated by
this Agreement, shall be paid when due by whichever of Purchaser or Seller ("the
"PAYING  PARTY")  is  liable therefor under applicable law, and the Paying Party
will  file all necessary Tax Returns and other documentation with respect to all
such  Taxes and, if required by applicable law, the other of Purchaser or Seller
(the  "OTHER  PARTY")  will,  and  will  cause  its  Affiliates  to, join in the
execution  of  any  such  Tax  Returns and other documentation.  The Other Party
shall  reimburse  the  Paying  Party in the amount of fifty percent (50%) of all
such  Taxes  paid  by the Paying Party and fifty percent (50%) of all reasonable
expenses  incurred  by  the  Paying Party in connection with the preparation and
filing  of  all  such  Tax Returns and other documentation described above.  The
Other Party shall pay such reimbursement to the Paying Party within fifteen (15)
days  after  the  delivery by the Paying Party to the Other Party of evidence of
the  payment  by  the  Paying  Party  of  such  Taxes  and  expenses.

                                   ARTICLE XI
                                   ----------

                       TERMINATION; EFFECT OF TERMINATION
                       ----------------------------------

     11.1     TERMINATION.  This  Agreement  may  be  terminated:
              -----------

          (a)     By Seller upon written notice to Purchaser if Seller is not in
     material  breach  of its obligations under this Agreement and (i) there has
     been  a  material  breach  of  any  representation,  warranty,  covenant or
     agreement  contained  in  this  Agreement on the part of Purchaser and such
     breach  shall  not  have  been cured in all material respects within thirty
     (30)  days  of  receipt by Purchaser of written notice of such breach which
     sets  forth a detailed description of such alleged breach or (ii) Purchaser
     fails  to  consummate  the  transactions contemplated hereby on the Closing
     Date  if all conditions set forth in Section 8.1 hereof have been satisfied
                                          -----------
     or  waived  as  of  such  date;


                                       60
<PAGE>
          (b)     By Purchaser upon written notice to Seller if Purchaser is not
     in  material  breach  of its obligations under this Agreement and (i) there
     has  been  a  material  breach of any representation, warranty, covenant or
     agreement contained in this Agreement on the part of Seller and such breach
     shall  not have been cured in all material respects within thirty (30) days
     of  receipt  by  Seller of written notice of such breach which sets forth a
     detailed  description  of  such  alleged  breach;  or  (ii) Seller fails to
     consummate  the transactions contemplated hereby on the Closing Date if all
     conditions set forth in Section 8.2 hereof have been satisfied or waived as
                             -----------
     of  such  date;

          (c)     By any Party if the Closing Date has not occurred on or before
     January  15,  2006, for reasons other than the failure of the Party seeking
     termination  to  comply  in full with its obligations under this Agreement;

          (d)     By Purchaser, in the event a Company Material Adverse Effect
     has  occurred;

          (e)     By Seller, in the event a JLL Material Adverse Effect has
     occurred;  or

          (f)     By  mutual  consent  of  the  Parties.

     11.2     EFFECT  OF  TERMINATION.  In  the event of the termination of this
              -----------------------
Agreement  by Seller pursuant to Section 11.1(a) hereof or by Purchaser pursuant
                                ----------------
to  Section 11.1(b) hereof, the Parties shall be entitled to pursue all remedies
    ---------------
as  may  be  available  to  them  at  law  or  in  equity.  In  the event of the
termination  of  this  Agreement  pursuant  to Section 11.1(c), Section 11.1(d),
                                               ---------------  ---------------
Section  11.1(e)  or  Section  11.1(e)  hereof,  neither  Party  shall  have any
    ------------      ----------------
liability to the other Party as a result of such termination.  In the event that
a  condition  precedent  to  a  Party's obligation is not met, nothing contained
herein  shall be deemed to require any Party to terminate this Agreement, rather
than  to  waive  such  condition  precedent  and  proceed  with the transactions
contemplated  hereby.

                                   ARTICLE XII
                                   -----------

                                  MISCELLANEOUS
                                  -------------

     12.1     WAIVERS  AND  AMENDMENTS.  Any  amendment  or modification to this
              ------------------------
Agreement  or  the  rights  of  either  Party  shall  be  made only by a written
agreement  signed  by  both  Parties.

     12.2     GOVERNING  LAW;  JURISDICTION  AND VENUE.  This Agreement shall be
              ----------------------------------------
governed in all respects by the laws of the State of Delaware, without regard to
principles  of  choice  of  law.  The Parties hereby submit to the non-exclusive
jurisdiction  of the federal district courts sitting in Illinois and to venue in
the  Federal  District  Court  for  the  Northern  District  of  Illinois.

     12.3     ASSIGNMENT.  Except  as  provided  for  in  Section 12.5 below, no
              ----------                                  ------------
Party  shall  assign,  transfer or convey this Agreement or any of its rights or
obligations  hereunder  without  the  prior written consent of the other Parties
hereto, which consent may not be unreasonably withheld or delayed.


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<PAGE>
     12.4     NO  THIRD-PARTY  BENEFICIARIES.  This  Agreement  is  for the sole
              ------------------------------
benefit of the Parties and their permitted assigns, and nothing herein expressed
or  implied  shall give or be construed to give to any other Person any legal or
equitable  rights  hereunder.

     12.5     SUCCESSORS  AND  ASSIGNS.  Except  as otherwise expressly provided
              ------------------------
herein,  the  provisions of this Agreement shall inure to the benefit of, and be
binding  upon,  the successors and assigns of the Parties.  Purchaser shall have
the  right  to assign this Agreement and the rights and obligations of Purchaser
hereunder  to  any  Affiliate  of  Purchaser.

     12.6     ENTIRE  AGREEMENT.  This  Agreement  (including  the schedules and
              -----------------
exhibits  hereto which are an integral part hereof) and the other agreements and
documents  to  be  delivered pursuant hereto constitute the entire understanding
and  agreement  between the Parties with regard to the subject matter hereof and
thereof  and supersede all prior or contemporaneous understandings or agreements
between  the  Parties,  whether  written  or  oral, with respect to such subject
matter.

     12.7     NOTICES. All notices or other communications required or permitted
              -------
to  be  given  under  this  Agreement  shall  be  in  writing  and shall be hand
delivered, sent via United States registered or certified mail, postage prepaid,
sent  by  facsimile  (with  a  copy  sent by U.S. mail), or sent via a reputable
overnight  courier  service  to  a Party at the address for such Party set forth
below  (or  at such other address as such Party shall specify by notice given in
accordance  with  the  requirements  of  this  Section  12.7):
                                               -------------

     If to Seller:                    Spaulding and Slye Partners LLC
                                      255  State  Street
                                      Boston,  Massachusetts  02109
                                      Attn:  Peter  A.  Bailey
                                      Fax:  (617) 531-4282


     With a copy to:                  Robert  Tuchmann,  Esq.
                                      Wilmer Cutler Pickering Hale and Dorr LLP
                                      60 State Street
                                      Boston, MA  02109
                                      Fax:  (617) 526-5000

     If to JLL or Purchaser, to:      Jones  Lang  LaSalle  Incorporated  and
                                      Spaulding  &  Slye  Acquisition  Corp.
                                      200  East  Randolph  Street
                                      Chicago,  Illinois  60602
                                      Attn:  General  Counsel
                                      Fax:  (312)  228-2277


                                       62
<PAGE>
     With a copy to:                  Stephen  A.  Landsman,  Esq.
                                      DLA  Piper  Rudnick  Gray  Cary  US  LLP
                                      203  North  LaSalle  Street,  Suite  1900
                                      Chicago,  Illinois  60601
                                      Fax:  (312)  630-6330

     All  notices duly given in accordance with the requirements of this Section
                                                                         -------
12.7  shall  be  deemed  given when delivered by hand, three Business Days after
----
deposit  in  the United States mail, on the date of receipt if sent by facsimile
or  one  Business  Day  after  deposit in the case of overnight courier service.

     12.8     SEVERABILITY.  In  the  event that any provision of this Agreement
              ------------
shall  be  found  by a court of competent jurisdiction to be invalid, illegal or
unenforceable,  the  validity,  legality  and  enforceability  of  the remaining
provisions  of  this  Agreement  shall  not  in  any way be affected or impaired
thereby.

     12.9     TITLES.  The titles of the articles and sections of this Agreement
              ------
are for convenience of reference only and are not to be considered in construing
this  Agreement.

     12.10     DELAYS  OR OMISSIONS; CUMULATIVE NATURE OF REMEDIES.  No delay or
               ---------------------------------------------------
omission  to  exercise  any  right,  power or remedy accruing to any Party shall
impair  any such right, power or remedy of such Party, nor shall it be construed
to  be  a  waiver  of,  or  acquiescence  in,  any  breach or default under this
Agreement  or  any  similar breach or default thereafter occurring.  No delay or
omission  to  exercise any right, power or remedy or waiver of any single breach
or  default  shall  be  deemed  a  waiver of any other right, power or remedy or
breach  or default theretofore or thereafter occurring.  All remedies of Seller,
JLL,  and  Purchaser,  whether  under  this  Agreement or available at law or in
equity,  shall  be  cumulative  and  not  alternative.

     12.11     COUNTERPARTS.  This  Agreement  may  be  executed  in two or more
               ------------
counterparts,  and  by the Parties on separate counterparts, each of which shall
be  an  original,  but  all  of  which together shall constitute one instrument.

     12.12     WAIVER  OF  TRIAL BY JURY.  Each of the Parties hereby knowingly,
               --------------------------
voluntarily and intentionally waives the right it may have to a trial by jury in
respect  of any litigation based upon, or arising out of, under or in connection
with  this  Agreement.

     12.13     FURTHER  ASSURANCES.  Upon  the  request of any Party, each other
               -------------------
Party  shall,  on  and  after  the  Closing  Date,  execute  and  deliver to the
requesting  Party  such other documents, further releases, assignments and other
instruments  as  may  be  required  or  deemed reasonably necessary to effect or
evidence  the  transfer  and assignment to Purchaser of the Membership Interests
and  to  otherwise  carry  out  the  purposes  of  this  Agreement.

                         [SIGNATURES ON FOLLOWING PAGE]


                                       63
<PAGE>
     IN  WITNESS  WHEREOF,  the  Parties  have  caused this Agreement to be duly
executed  and  delivered by their duly authorized representatives as of the date
first  written  above.

                                        JONES LANG LASALLE INCORPORATED


                                        By:  /s/ Lauralee E. Martin
                                             Name: Lauralee E. Martin
                                             Title:  COO/CFO


                                        SPAULDING & SLYE ACQUISITION CORP.


                                        By:  /s/ Lauralee E. Martin
                                             Name:  Lauralee E. Martin
                                             Title:  COO/CFO


                                        SPAULDING AND SLYE PARTNERS LLC

                                        By:  Spaulding and Slye Holdings, LLC,
                                             Sole Manager


                                        By:  /s/ Peter A. Bailey
                                             Name:  Peter A. Bailey


                                       64