Exhibit
2.1





EXECUTION
VERSION





FORECLOSURE
AND ASSET PURCHASE AGREEMENT





by
and among





North
Mill Capital, LLC,





Integrated
Consulting Group of NY LLC,





The
Tuttle Agency Inc.,





The
Tuttle Agency of New Jersey, Inc.





Tuttle
Specialty Services Inc.,





Segue
Search of New Jersey Inc.,





Eric
Goldstein,





and





Integrated
Consulting Group, Inc.





Dated
as of November 12, 2010





Table of
Contents





PageARTICLE
      I BORROWER’S ACKNOWLEDGEMENTS, AGREEMENTS AND WAIVERS
                  
                  3Section
      1.1
                  Acknowledgment
      of Factual Matters
                  
                  3Section
      1.2
                  Disposition
      of Purchased Assets
                  
                  4Section
      1.3
                  Surplus
                  
                  4Section
      1.4
                  Waiver
      of Notice and Right to Redeem
                  
                  5Section
      1.5
                  Liabilities
      and Liens Remain Outstanding
                  
                  5ARTICLE
      II PURCHASE AND SALE OF ASSETS
                  
                  5Section
      2.1
                  Purchase
      and Sale of Assets
                  
                  5Section
      2.2
                  Excluded
      Assets
                  
                  6Section
      2.3
                  Assumed
      Liabilities
                  
                  7Section
      2.4
                  Excluded
      Liabilities
                  
                  8Section
      2.5
                  Purchase
      Consideration
                  
                  8Section
      2.6
                  Closing
      Transaction
                  
                  8Section
      2.7
                  Allocations
                  
                  9Section
      2.8
                  Non-Assignable
      Assets
                  
                  9ARTICLE
      III REPRESENTATIONS AND WARRANTIES OF BORROWER PARTIES
                  
                  10Section
      3.1
                  Organization
      and Qualification; Subsidiaries
                  
                  10Section
      3.2
                  Authority
      Relative to this Agreement and Related Matters
                  
                  10Section
      3.3
                  Borrower
      Organizational Documents
                  
                  11Section
      3.4
                  No
      Conflict; Required Filings and Consents
                  
                  11Section
      3.5
                  Absence
      of Litigation
                  
                  11Section
      3.6
                  Employee
      Benefit Plans
                  
                  12Section
      3.7
                  Permits
                  
                  12Section
      3.8
                  Purchased
      Assets; Business
                  
                  13Section
      3.9
                  Assumed
      Contracts
                  
                  13Section
      3.10
                  Compliance
      with Laws
                  
                  13Section
      3.11
                  Labor
      Matters
                  
                  13Section
      3.12
                  Tax
      Matters
                  
                  14Section
      3.13
                  Brokers
                  
                  14Section
      3.14
                  Intellectual
      Property
                  
                  14Section
      3.15
                  Sound
      Business Judgment
                  
                  15Section
      3.16
                  Lack
      of Collusion; Arm’s Length Transaction
                  
                  15Section
      3.17
                  Bulk
      Sales
                  
                  15Section
      3.18
                  Disclaimer
      of Liability
                  
                  15ARTICLE
      IV REPRESENTATIONS AND WARRANTIES OF LENDER
                  
                  16Section
      4.1
                  Organization;
      Authority Relative to this Agreement
                  
                  16Section
      4.2
                  No
      Conflict; Required Filings and Consents
                  
                  16Section
      4.3
                  Absence
      of Litigation
                  
                  16Section
      4.4
                  Holder
      of Loan Documents
                  
                  17Section
      4.5
                  No
      Subordination
                  
                  17Section
      4.6
                  Brokers
                  
                  17Section
      4.7
                  Lack
      of Collusion; Arm’s Length Transaction
                  
                  17





Table of
Contents


(continued)





PageSection
      4.8
                  No
      Higher Bids
                  
                  17Section
      4.9
                  Limitation
      of Damages
                  
                  18ARTICLE
      V REPRESENTATIONS AND WARRANTIES OF BUYER
                  
                  18Section
      5.1
                  Organization;
      Authority Relative to this Agreement
                  
                  18Section
      5.2
                  No
      Conflict; Required Filings and Consents
                  
                  19Section
      5.3
                  Absence
      of Litigation
                  
                  19Section
      5.4
                  Brokers
                  
                  19ARTICLE
      VI COVENANTS OF BORROWER PARTIES
                  
                  19Section
      6.1
                  Conduct
      of Business by Borrower Pending the Closing
                  
                  19Section
      6.2
                  Notification
      of Certain Events
                  
                  20Section
      6.3
                  Non-Competition;
      Non-Solicitation
                  
                  21Section
      6.4
                  Name
      Change
                  
                  22Section
      6.5
                  Payments
      to Employees
                  
                  23Section
      6.6
                  Representations
      and Warranties
                  
                  23ARTICLE
      VII COVENANTS OF BUYER AND LENDER
                  
                  23Section
      7.1
                  Representations
      and Warranties
                  
                  23Section
      7.2
                  Notification
      of Certain Events
                  
                  23Section
      7.3
                  Access
      to Business Records
                  
                  24Section
      7.4
                  Notice
      of Article 9 Sale
                  
                  24ARTICLE
      VIII ADDITIONAL AGREEMENTS OF THE PARTIES
                  
                  25Section
      8.1
                  Access
      to Information
                  
                  25Section
      8.2
                  Commercially
      Reasonable Efforts; Further Assurances
                  
                  25Section
      8.3
                  Public
      Announcements
                  
                  26Section
      8.4
                  Transfer
      Taxes
                  
                  26Section
      8.5
                  Release
      of Security Interests
                  
                  26Section
      8.6
                  Release
      by the Borrower Parties
                  
                  26Section
      8.7
                  Consents
                  
                  26Section
      8.8
                  Solicitation
      of Competing Offers
                  
                  27Section
      8.9
                  Termination
      of Liens
                  
                  27ARTICLE
      IX CONDITIONS TO THE CLOSING
                  
                  27Section
      9.1
                  Conditions
      to Obligations of Each Party
                  
                  27Section
      9.2
                  Additional
      Conditions to Obligations of Buyer
                  
                  28Section
      9.3
                  Additional
      Conditions to Obligations of Lender
                  
                  30Section
      9.4
                  Additional
      Conditions to Obligations of the Borrower Parties
                  
                  30ARTICLE
      X TERMINATION
                  
                  31Section
      10.1
                  Termination
                  
                  31Section
      10.2
                  Effect
      of Termination
                  
                  32ARTICLE
      XI CONDUCT OF ARTICLE 9 PUBLIC SALE
                  
                  32Section
      11.1
                  Public
      Sale
                  
                  32


2


Table of
Contents


(continued)





PageSection
      11.2
                  Payment
      of Breakup Fee
                  
                  33ARTICLE
      XII GENERAL PROVISIONS
                  
                  34Section
      12.1
                  Survival
      of Representations and Warranties; Disclosure
                  
                  34Section
      12.2
                  Notices
                  
                  34Section
      12.3
                  Headings
                  
                  35Section
      12.4
                  Entire
      Agreement
                  
                  35Section
      12.5
                  Assignment;
      Parties in Interest
                  
                  36Section
      12.6
                  Governing
      Law; Consent to Jurisdiction
                  
                  36Section
      12.7
                  Counterparts
                  
                  36Section
      12.8
                  Severability
                  
                  36Section
      12.9
                  Specific
      Performance
                  
                  36Section
      12.10
                  Fees
      and Expenses
                  
                  37Section
      12.11
                  Amendment
                  
                  37Section
      12.12
                  Waiver
                  
                  37ARTICLE
      XIII CERTAIN DEFINITIONS
                  
                  37


3




Table of
Contents


(continued)





PageExhibit
      A
                    Amended
      and Restated Commission AgreementExhibit
      B
                    Form
      of Bill of Sale and Assignment and Assumption AgreementExhibit
      C
                    Purchase
      Consideration AllocationExhibit
      D-1
                    Form
      of Individual Article 9 Sale NoticeExhibit
      D-2
                    Form
      of Published Article 9 Sale NoticeExhibit
      E
                    Persons
      to Whom Article 9 Sale Notices are Being SentExhibit
      F
                    Employment
      Term Sheet for Mark WeissExhibit
      G
                    Form
      of Legal Opinion to Buyer from Borrower’s CounselExhibit
      H
                    Form
      of Assignment of Domain NamesExhibit
      I
                    Form
      of Assignment of Trade NamesExhibit
      J
                    Form
      of Non-Compete AgreementExhibit
      K
                    Amended
      and Restated Consulting AgreementExhibit
      L
                    Form
      of Confidentiality AgreementAnnex
      1
                    Rosenthal
      Payment ScheduleBorrower
      Disclosure ScheduleBuyer
      Disclosure ScheduleLender
      Disclosure Schedule


4


FORECLOSURE
AND ASSET PURCHASE AGREEMENT




FORECLOSURE AND ASSET PURCHASE
AGREEMENT(this “Agreement”), dated as
of November 12, 2010 (the “Execution Date”), by
and among Integrated Consulting Group, Inc., a Delaware corporation (“Buyer”), North Mill
Capital, LLC., a Delaware limited liability company (“Lender”), Integrated
Consulting Group of NY LLC, a New York limited liability company (“Borrower”), The
Tuttle Agency Inc., a New York corporation (“TAI”), The Tuttle
Agency of New Jersey, Inc., a New Jersey corporation (“TANJ”), Tuttle
Specialty Services Inc., a New York corporation (“TSS”), Segue Search
of New Jersey Inc., a New York corporation (“Segue” and
collectively with TAI, TANJ and TSS, the “Members”) and Eric
Goldstein, a resident of the State of New York (“Mr. Goldstein” and
collectively with the Members and Borrower, the “Borrower
Parties”).  Borrower Parties and Buyer are referred to
collectively herein as the “Parties,” and each a
“Party.”




WHEREAS, all of the membership
interests of Borrower are owned by the Members (collectively, the “Borrower Membership
Interests”), and Mr. Goldstein owns all of the outstanding stock of the
Members (such stock, collectively, the “Members
Stock”);




WHEREAS, Borrower and Lender
(as the assignee of Summa Capital Corp. (“Summa”)) are parties
to that Financing and Security Agreement, dated October 23, 2009, as amended by
that certain amendment dated October 29, 2010, and further amended by that
certain Amendment No. 2, dated November 9, 2010 (the “Second Amendment”),
and as may be further supplemented, assumed or otherwise modified from time to
time (the “Financing
Agreement”);




WHEREAS,in connection with
the entry into the Second Amendment, Lender and Buyer entered into a
participation agreement pursuant to which Buyer agreed to participate in loans
made to Borrower under the Financing Agreement;




WHEREAS, pursuant to the
Financing Agreement and subject to the terms and conditions therein, Lender
agreed to make revolving loans to Borrower in the principal amount of up to $4.0
million (the “Loans”) against
receivables that were to be collected by Lender.  The Loans are
secured by all of the assets of Borrower, and are guaranteed by (i) the Members,
which guaranty is secured by the Borrower Membership Interests, and (ii) Mr.
Goldstein, as the indirect owner of Borrower, which guarantee is secured by a
collateral assignment to Lender of a life insurance policy on Mr. Goldstein in
the amount of $3,000,000;




WHEREAS, the Borrower
Membership Interests and the Members Stock have been pledged to Rosenthal (as
defined hereinafter) to secure certain obligations owed by the Members and Mr.
Goldstein to Rosenthal;




WHEREAS, there have occurred
and continue to exist Events of Default under Section 9 of the Financing
Agreement, including, but not limited to, the continued failure to: (i) pay
promptly when due all taxes, assessments, governmental charges and levies upon
the Collateral or incurred in connection with the use or operation of such
Collateral or incurred in connection with the Financing Agreement; and (ii)
make, when due, required payments of F.I.C.A. and withholding taxes and to
provide Lender and its predecessor satisfactory proof of payment of such items
(collectively, the “Designated Events of
Default”);





WHEREAS, as of the open of
business on November 12, 2010, the outstanding principal amount of, and accrued
but unpaid interest on, and bank fees and expenses on, the indebtedness
evidenced by the Loans was approximately $3,436,992.35 (assuming all checks that
were deposited and credited against the Borrower’s account as of November 12,
2010 are paid when presented);




WHEREAS, each Borrower Party
agrees that all of the Obligations (as defined in the Financing Agreement) to
Lender are secured by a properly perfected, first priority lien on the
Collateral (as defined in the Financing Agreement);




WHEREAS, by reason of the
existence of the Designated Events of Default, Lender presently has the right to
realize upon, and exercise its rights with respect to, the Collateral pursuant
to the Financing Agreement and the accompanying Loan Documents (as defined
hereinafter) and as otherwise provided by applicable law, in addition to all
other rights and remedies provided in the Loan Documents or available at law or
in equity (such rights being called, collectively, the “Lender
Rights”).  Further, in addition to any action heretofore taken
by Lender, the existing Designated Events of Default permitted Lender to
immediately exercise any and all rights and remedies provided in the Loan
Documents and pursuant to applicable law to collect the Obligations and take
actions to foreclose, sell and collect the Subject Collateral (as defined
hereinafter);




WHEREAS, each Borrower Party
agrees that Lender may enforce its rights as a secured creditor as a result of
the existence of the Designated Events of Default, including, without
limitation, by completing a public foreclosure sale of all of Borrower’s right,
title and interest in and to any or all of the tangible and intangible assets
subject to Lender’s liens (collectively, the “Subject Collateral”),
and further acknowledges and agrees that the anticipated outcome of such steps
would be the partial reimbursement of the Obligations owed to
Lender;




WHEREAS, the Parties and
Lender acknowledge and agree that under the terms and conditions set forth
herein, Borrower will maintain control over its business and operations until
the Closing Date, it being understood and agreed that on the Closing Date
Borrower will relinquish dominion and control over the Purchased Assets (as
defined hereinafter) to Buyer;




WHEREAS, the Parties
acknowledge and agree that the continued conduct of the business and operations
of Borrower with respect to the Purchased Assets would not generate a benefit
for creditors;




WHEREAS, the Borrower Parties
have been provided with sufficient time and opportunity to consult with
attorneys, appraisers and accountants of their choice to obtain advice regarding
this Agreement and the value of the Collateral;




WHEREAS, Lender has asked
Borrower and Borrower has agreed, to surrender, as of the Closing (as defined
hereinafter), possession of the Subject Collateral solely for the purpose of
effecting a public foreclosure sale thereof, as and to the extent required in
accordance with this Agreement;




WHEREAS, Buyer desires to
purchase certain of the Subject Collateral on the terms and subject to the
conditions set forth herein; and




WHEREAS, Lender, each Borrower
Party and Buyer desire to enter into this Agreement to memorialize their
agreement as to Lender’s disposition of the Subject Collateral pursuant to
Article 9 (“Article
9”) of the UCC (as defined hereinafter) in a public foreclosure sale and
Buyer’s purchase thereof and related matters.


2


NOW, THEREFORE, in
consideration of the foregoing, of the mutual covenants and agreements herein
contained and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the Parties and Lender hereby agree as follows:




ARTICLE
I




BORROWER’S ACKNOWLEDGEMENTS,
AGREEMENTS AND WAIVERS




Section
      1.1
            Acknowledgment
      of Factual Matters




(a)          Each
Borrower Party acknowledges and confirms the truth and accuracy of the recitals
set forth in the recital paragraphs of this Agreement.  Without
limiting the generality of the immediately preceding sentence, each Borrower
Party acknowledges and confirms: (i) the existence of the Designated Events of
Default and (ii) that, by reason of the Designated Events of Default, Lender
presently has the right to exercise the Lender Rights.  Further, each
Borrower Party acknowledges and confirms that, on Lender’s demand, Lender is
entitled to exercise any or all of the Lender Rights and thereupon all of the
Obligations will be immediately due and payable to Lender in full, without
offset, defense, recoupment or counterclaim, and that no Borrower has any claim
or defense of any kind, by way of offset or otherwise, to the payment and
performance of all of the Obligations.  Borrower unconditionally
promises to pay and perform all Obligations.




(b)          The
Borrower Parties hereby (i) acknowledge that each of Loan Documents including
those described on Schedule “A” attached
to Amendment No. 2 and made a part hereof are, except as specifically provided
for herein, in full force and effect and have not been modified, either orally
or in writing, by any of Summa or Lender (nor have either Summa or Lender waived
any of their rights or claims thereunder, as applicable to the periods when each
were the owners of the Financing Agreement and related Loan Documents) and
constitute all of the agreements between Lender, Borrower and related parties,
(ii) reaffirm and admit the validity and enforceability of the Loan Agreement
and related Loan Documents to which it is a party and its obligations
thereunder, and agree and admit that it has no claim, counterclaim, cause of
action, defense to or offset against any such obligations or against the Lender,
its officers, directors, employees or agents (the “Lender Parties”)
which, for the purposes of this Amendment No. 2, shall include Summa and its
officers, directors, employees or agents relating to the period when Summa was
the owner of the Loan Agreement and related Loan Documents), and (iii) represent
and warrant that all of the representations and warranties made by each of them
in the Loan Agreement and herein are true and correct in all material respects,
as of the date hereof (except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects on and as
of such earlier date).  The foregoing notwithstanding, to the extent
that, as of the date hereof, any such claim, counterclaim, cause of action,
defense to or offset may or does exist, the Borrower Parties irrevocably waive,
release and discharge same as against the Lender Parties.


3


Section
      1.2
            Disposition
      of Purchased Assets




Borrower
hereby consents and authorizes Lender to commence immediately all actions that
Lender considers in its sole judgment to be necessary or desirable to effectuate
a foreclosure sale of the Purchased Assets.  For purposes of this
Agreement, “foreclosure sale” includes, without limitation, Lender’s exercise of
its rights in the Purchased Assets as collateral as a secured party after the
Borrower’s default, sending notice to certain parties in accordance with the
UCC, including, without limitation, to the Borrower, certain other creditors of
the Borrower, and other parties identified by Borrower who have expressed
interest in acquiring the Borrower’s right title and interest in and to the
Purchased Assets, of Lender’s intention to sell the Purchased Assets at a public
foreclosure sale pursuant to Article 9 of the UCC (“Article 9
Sale”) and selling the Purchased Assets at such Article 9 Sale; for the
avoidance of doubt, “foreclosure sale” shall not mean a judicial sale of the
Purchased Assets.  Borrower hereby consents to the foreclosure sale
and disposition of the Purchased Assets to be made by Lender to Buyer pursuant
to this Agreement or such other agreement providing for the sale of the
Purchased Assets, and Borrower represents, warrants and covenants that every
aspect of Lender’s disposition of the Purchased Assets in an Article 9 Sale
pursuant to this Agreement including the method, manner, time, place and other
terms, are commercially reasonable.  Lender is not, pursuant to the
terms of this Agreement, taking possession of any of the Purchased Assets, and
Borrower will continue to have dominion and control over the Purchased Assets in
its possession until the Closing Date, subject to Lender’s rights and remedies
under the Loan Documents. On the Closing Date, Borrower will be deemed to have
irrevocably abandoned and surrendered to Buyer all possession of, dominion and
control over, all rights to collect, and all other rights to sell or otherwise
transfer the Purchased Assets, and Lender, upon receipt of a wire transfer of
immediately available federal funds in an amount sufficient to satisfy the
Obligations in full as required by Section
2.6(c)(iv) hereof, will be deemed to have irrevocably released and
terminated any security interest, lien, other encumbrance, claim or right to
Borrower’s right, title and interest in the Purchased Assets only and retaining
and reserving, unto itself, all other rights and claims under the Loan
Documents.




Section
      1.3
            Surplus




The
proceeds of the sale of the Purchased Assets pursuant to this Agreement or any
other foreclosure, sale, collection or other disposition of the remaining
Subject Collateral shall be applied to repay the Obligations to
Lender.  Nothing contained in this Agreement shall require or obligate
Lender, to proceed with an Article 9 Sale of the Purchased Assets that does not
generate sufficient net cash proceeds to satisfy in full at Closing all amounts
required to be paid to Lender in accordance with Section 2.3(e)
hereof. To the extent all Obligations set forth in the preceding sentence have
been fully and completely paid and satisfied, Lender agrees that any portion of
the Purchase Consideration in excess of the Obligations shall be transferred and
turned over to Borrower, for payment to each of the Members ratably, with each
Member then using any proceeds received to pay Rosenthal for any outstanding
obligations owed by any such Member to Rosenthal, or such other Person as may be
entitled to such excess proceeds in accordance with applicable
law.


4


Section
      1.4
            Waiver
      of Notice and Right to
Redeem




Borrower’s
agreement to enter into this Agreement is voluntary and has not been induced by
coercion of any type.  Borrower irrevocably waives any right to redeem
all or any of the Subject Collateral under the UCC or any other applicable
law.  Notwithstanding anything to the contrary in this Agreement,
Borrower irrevocably waives any right to further notice of any sale or other
disposition of the Subject Collateral under Section 9-611 of the UCC or
otherwise.  In addition, no authorizations and consents under this
Agreement shall constitute Lender’s retention of the Subject Collateral in
satisfaction of the Obligations under Section 9-620 of the UCC and, therefore,
such authorizations and consents under this Agreement will not extinguish any
deficiency hereafter owing by Borrower Parties with respect to the
Obligations.




Section
      1.5
            Liabilities
      and Liens Remain
Outstanding




Lender
and Borrower specifically acknowledge and agree that the Loans and other
Obligations shall remain outstanding, and Lender does not release any, but
instead specifically reserves all, security interests, liens and other
encumbrances and rights, including, without limitation, Lender Rights, relating
thereto, in all assets and Collateral described in the Loan Documents which are
not included in the Purchased Assets and not sold to and paid for by Buyer
pursuant to this Agreement, including, without limitation, all of the Excluded
Assets.




ARTICLE
II




PURCHASE
AND SALE OF ASSETS




Section
      2.1
            Purchase
      and Sale of Assets




On and
subject to the terms and conditions of this Agreement, at the Closing, Lender
shall, sell, assign, transfer, and convey to Buyer, without recourse, warranty
or representation of any kind except as specifically set forth herein, and Buyer
shall, purchase and acquire from Lender, free and clear of all Encumbrances,
other than Assumed Liabilities, all of Borrower’s right, title and interest, as
of the Closing, in and to the following assets, properties and rights that are
used in connection with the Business as currently conducted by Borrower and
which constitute part of the Collateral (collectively, the “Purchased
Assets”):




(a)          all
fixed assets, including, without limitation, all fixtures, furniture,
furnishings, equipment, products, tools, programs, communications equipment,
accessories, computers, computer hardware and peripheral devices, office and
other equipment and appliances, any replacement and spare parts for any such
assets, and all software embedded therein and all manuals, instruction booklets,
forms, guides, written warranties, bills of sales, other documents of
conveyances and other materials used in connection therewith or related thereto
(collectively, the “Fixed Assets”),
including without limitation, all material Fixed Assets listed in Section 2.1(a) of the
Borrower Disclosure Schedule, but excluding the Fixed Assets specified in Section
2.2(a);




(b)          all
contact information (including the name, phone number and address), resumes and
records relating to all individuals (which are listed in Section 2.1(b) of the
Borrower Disclosure Schedule) that serve as temporary employees and shift
workers for clients and customers of Borrower (such individuals are collectively
referred to herein as the “Employee
Assets”);


5


(c)          all
books, records, files and papers (“Business Records”)
that contain information relating, directly or indirectly, to the Business or
the Purchased Assets, including without limitation, all client and customer
lists and information relating to Borrower’s personnel and in place
workforce.  To the extent any Business Records are in computer format,
Borrower will, in its sole and absolute discretion, either provide hard copies
or file transfers of such Business Records to Buyer;




(d)          all
written contracts and agreements of Borrower related to the Business listed in
Section 2.1(d)
of the Borrower Disclosure Schedule (the “Assumed Contracts”)
to the extent the required Consents related to the Assumed Contracts are
obtained on or prior to the Closing Date;




(e)          all
deposits held for the account or benefit of Borrower under the Assumed
Contracts;




(f)          all
Intellectual Property listed in Section 2.1(f) of the
Borrower Disclosure Schedule;




(g)          all
Permits listed in Section 2.1(g) of the
Borrower Disclosure Schedule, to the extent transferable;




(h)         a
list of any clients of the Business during the period commencing on the date of
formation of Borrower and ending on the Closing Date;




(i)          all
accounts receivable of Borrower; and




(j)          all
of the goodwill relating to the Business or any of the Purchased
Assets.




Section
      2.2
            Excluded
      Assets




Notwithstanding
anything to the contrary herein, Buyer shall not purchase as part of the Article
9 Sale from Lender or Borrower any assets, properties and rights that are not
included among the Purchased Assets (collectively, the “Excluded Assets”),
including, without limitation:




(a)          any
cash and cash equivalents other than deposits described in Section 2.1(e),
including checks received pending collection as of the close of business on the
Closing Date (and all rights with respect to any of the aforementioned checks if
they shall be returned for insufficient funds), notes, bank deposits,
certificates of deposit and marketable securities;




(b)          any
deposits and cash collateral relating to Borrower’s worker’s compensation
insurance programs;




(c)          any
contracts and agreements, whether written or oral, other than the Assumed
Contracts; provided, however, that in the
event that the required Consents related to the Assumed Contracts are not
obtained on or prior to the Closing Date, then the Assumed Contract for which
such consent has not been obtained prior to the Closing Date shall be deemed an
Excluded Asset hereunder;




(d)          any
interests in any real estate including any leases;


6


(e)          any
claims, deposits, prepayments, prepaid assets, prepaid expenses, deferred
revenues, refunds, rebates, credits, causes of action, rights of recovery,
rights of setoff and rights of recoupment relating to or arising out of the
ownership or operation of the Business or any of the Purchased Assets prior to
the Closing;




(f)          any
minute books, corporate seals, stock record books and stock transfer records of
Borrower;




(g)          the
Borrower Employee Plans; and




(h)          any
Fixed Assets located in the State of Pennsylvania.




Section
      2.3
            Assumed
      Liabilities




Upon the
terms and subject to the conditions set forth in this Agreement, at the Closing,
Buyer shall assume and pay, honor, perform and discharge when due the following
liabilities and obligations, to the extent arising and relating to the period
after the Closing (collectively, the “Assumed
Liabilities”):




(a)          all
liabilities and obligations under the Assumed Contracts for the period after the
Closing if and only if the required Consents related to applicable Assumed
Contracts are obtained on or prior to the Closing Date;




(b)          all
liabilities and obligations arising out of the operation of the Business after
the Closing;




(c)          accounts
payable of Borrower to the third parties unaffiliated with the Borrower Parties
arising before the Closing and existing on the Closing Date (the “Borrower AP
Payments”); provided, that
Borrower shall have submitted in writing a list of all such third parties and
the amount to be paid to them at least one Business Day prior to the Closing
Date, and provided further, that Buyer
shall not be responsible for any payment of Borrower’s accounts payable in
excess of $380,000 in the aggregate;




(d)          the
liabilities and obligations of Borrower outstanding on the Closing Date under
the Commission Agreement, which are to be paid to Rosenthal in accordance with
the payment schedule attached hereto as Annex 1 (the “Rosenthal Payment
Schedule”), and all liabilities and obligations thereunder, arising after
the Closing Date shall be assumed by Buyer pursuant to an Amended and Restated
Commission Agreement (the “New Commission
Agreement”) to be in the form attached hereto as Exhibit A;
and




(e)          Obligations
outstanding as of the Closing Date under the Financing Agreement, so long as
said Obligations are not in excess of $4 million subject to upward adjustment to
the extent the Obligations as of the Closing exceeds $4 million due to over line
advances created by returned checks, plus Extraordinary Expenses (as that term
is defined in the Summa Participation Agreement and the ICG Participation
Agreement (as those terms are defined in the Second Amendment)), plus an amount
equal to any returned checks after the Closing Date for insufficient funds with
respect to Borrower’s receivables.  For the avoidance of doubt, all
amounts described in this sub paragraph (e) shall be paid to Lender by wire
transfer of immediately available federal funds on the Closing
Date.


7


Section
      2.4
            Excluded
      Liabilities




Lender
and Borrower each agree that Buyer shall not assume, and the Borrower Parties
shall remain exclusively obligated to discharge, all liabilities and obligations
of Borrower (whether known or unknown, including but not limited to any
liabilities incurred with respect to the Borrower Employee Plans) other than the
Assumed Liabilities (collectively, the “Excluded
Liabilities”).  Buyer and each Borrower Party agree that Lender
is not assuming nor shall it be liable for any liabilities and obligations of
Borrower, including without limitation, any federal, state or local taxes or any
liabilities incurred with respect to the Borrower Employee Plans.




Section
      2.5
            Purchase
      Consideration




Buyer’s
purchase consideration (the “Purchase
Consideration”) for the Purchased Assets shall be payment to Lender of an
amount not to exceed $4 million (as adjusted pursuant to Section
2.3(e)) and the assumption by Buyer of the other Assumed Liabilities,
including without limitation, payments made to Rosenthal pursuant to Section
2.3(d).




Section
      2.6
            Closing
      Transaction




(a)          Closing.  Unless
this Agreement shall have been terminated in accordance with Section
10.1, and subject to the satisfaction or, if permissible, waiver of the
conditions set forth in Article
IX, the closing and effectiveness of the Transactions (the “Closing”)
will take place at 10:00 a.m., New York City time, on a date to be
specified by the Parties and Lender (the “Closing
Date”), which shall be not later than the second Business Day after the
satisfaction or, if permissible, waiver of the conditions set forth in Article
IX (other than those that by their terms are to be satisfied or waived at
the Closing), at the offices of Bryan Cave, LLP, 1290 Avenue of the Americas,
New York, NY 10104, unless another time, date or place is agreed to in writing
by the Parties.




(b)          Actions and Deliveries by
Lender and the Borrower Parties.  At the Closing, Lender and/or
the Borrower Parties shall deliver to Buyer:




(i)        a
bill of sale and assignment and assumption agreement substantially in the form
of Exhibit B
dated the Closing Date and duly executed by Borrower and Lender (the “Bill of Sale”);
and




(ii)       the
certificates and documents required to be delivered by Lender and/or the
Borrower Parties, as applicable, pursuant to Section
9.2.




(c)          Actions and Deliveries by
Buyer.  At the Closing, Buyer shall deliver:




(i)        to
Lender, any filings or other evidence indicating that any Taxes, fees and
charges described in Section 8.4 that are
due on or prior to the Closing Date have been paid by Buyer;




(ii)       to
Lender, the certificates and documents required to be delivered by Buyer
pursuant to Section
9.3; and


8


(iii)      to
Lender, the Bill of Sale dated the Closing Date and duly executed by
Buyer;




(iv)      to
Lender, a wire transfer of immediately available federal funds in an amount
required by Section
2.3(e) hereof to extinguish all of Borrower’s Obligations outstanding as
of the Closing Date under the Financing Agreement; and;




(v)       checks
made out to third parties for the Borrower AP Payments; and




(vi)      to
Rosenthal, immediately available funds in the amount to pay the amount due on
the Closing Date as set forth on the Rosenthal Payment Schedule.




Section
      2.7
            Allocations




The
Purchase Consideration shall be allocated among the Purchased Assets in
accordance with Exhibit
C hereto.  Each of Lender and Buyer agrees to complete (and, if
required by law, file) IRS Form 8594 (and any amended Forms 8594) consistently
with such allocation and, if requested by the other Party hereto, to furnish
such Party with a copy of such Form prepared in draft form no less than 45 days
prior to the filing due date of such Form.  Neither Lender nor Buyer
shall file any Return or take a position with any taxing authority or in
connection with any Tax-related Action or audit that is inconsistent with this
Section
2.7.




Section
      2.8
            Non-Assignable
      Assets




Notwithstanding
anything in this Agreement to the contrary, to the extent that the assignment of
any contracts or the transfer of any properties or assets requires the consent
of any other Person or Governmental Authority and such consent has not been
obtained, this Agreement shall not constitute an agreement to assign or transfer
any such contracts, properties or assets or any claim, right or benefit arising
thereunder or resulting therefrom if any such attempted assignment or transfer
would constitute a breach or default thereunder or otherwise materially
adversely affect the rights of Buyer thereunder.  If consent to the
assignment or transfer of any such contracts, properties or assets is not
obtained, or if an attempted assignment or transfer thereof in the absence of
such a consent would be ineffective or would materially adversely affect the
rights of Buyer thereunder, then, at Buyer’s request, Borrower shall cooperate
with Buyer in any reasonable arrangement designed to provide to Buyer the
benefits under such contracts, properties or assets; provided that such
cooperation by Borrower shall not cause Borrower to violate any terms of any
such contract or any applicable Law; provided, further, that Buyer
shall assume all of the post-Closing liabilities and obligations of Borrower
under such contracts to the extent to which Buyer receives the post-Closing
benefits thereof.  Notwithstanding the foregoing, nothing in this
Section 2.8
shall require Buyer to waive any condition to Closing contained in Section 9.1 or 9.2 hereof or excuse
Lender or Borrower from making all deliveries required by Section
2.6(b).


9




ARTICLE
III




REPRESENTATIONS AND
WARRANTIES OF BORROWER PARTIES




Each
Borrower Party hereby jointly and severally represents and warrants to Buyer
that as of the date hereof and as of the Closing:




Section
      3.1
            Organization
      and Qualification;
Subsidiaries




(a)          Except
as set forth in Section
3.1(a)of the Borrower Disclosure Schedule, each of the Borrower Parties
that is an entity is duly organized, validly existing and in good standing under
the Laws of its jurisdiction of organization.  Borrower has the
requisite limited liability company power and authority to own, operate or lease
the properties that it purports to own, operate or lease and to carry on the
Business as it is now being conducted.  Except as set forth in Section
3.1(a) of the Borrower Disclosure Schedule, Borrower is in good standing
in the jurisdictions set forth in Section
3.1(a) of the Borrower Disclosure Schedule, which includes each
jurisdiction where the character of its properties owned, operated or leased or
the nature of its activities makes such qualification necessary, other than
those jurisdictions in which the failure to so qualify or be in good standing
would not have a Borrower Party Material Adverse Effect.




(b)          Section
3.1(b) of the Borrower Disclosure Schedule sets forth a complete and
accurate list of the ownership of the membership interests of Borrower, broken
down by the percentage owned by each member;




(c)          Section
3.1(c) of the Borrower Disclosure Schedule sets forth a complete and
accurate list, of each state in which Borrower does business.




(d)          Borrower
has no Subsidiaries.




Section
      3.2
            Authority
      Relative to this Agreement and Related
    Matters




Each of
the Members and Borrower has all necessary corporate and limited liability
company power and authority, as the case may be, to enter into this Agreement
and the other agreements and instruments to be delivered by such Member or
Borrower pursuant to this Agreement and to carry out its obligations hereunder
and thereunder.  The execution and delivery by each of the Members and
Borrower of this Agreement and the consummation by each of the Members and
Borrower of the transactions contemplated hereby and thereby (the “Transactions”) have
been duly authorized by all necessary corporate or limited liability company
action on its part.  Mr. Goldstein is an individual residing in the
State of New York and has all requisite power, authority and capacity and is
competent to execute and deliver this Agreement and the other agreements and
instruments to be delivered by Mr. Goldstein pursuant to this Agreement and to
perform his obligations hereunder and thereunder and to consummate the
Transactions.  This Agreement has been duly executed and delivered by
each Member and Borrower and, assuming the due authorization, execution and
delivery hereof by Buyer, constitutes the legal, valid and binding obligation of
each Borrower Party, enforceable against each such party in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).


10


Section
      3.3
            Borrower
      Organizational
  Documents




Borrower
has heretofore furnished to Buyer true, complete and correct copies of its
certificate of formation and operating agreement (together, the “Borrower
Organizational Documents”).  Such Borrower Organizational
Documents are in full force and effect and none of the Members are in violation
in any respect of any of the provisions of such Borrower Organizational
Documents.




Section
      3.4
            No
      Conflict; Required Filings and
  Consents




The
execution and delivery of this Agreement by each Borrower Party does not, and
the consummation by each Borrower Party of the Transactions will not, (a)
conflict with or violate the organizational documents of such party, if a
corporation or limited liability company, (b) conflict with or violate any Law
or Order applicable to any Borrower Party, or by which a Borrower Party or any
of their properties is bound, (c) result in a breach of or constitute a default
(or an event that with notice or lapse of time or both would become a default)
under, or give rise to any right of termination, acceleration or cancellation
under, or result in the creation of an Encumbrance on any of the Purchased
Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement,
lease, license or other instrument or obligation, oral or written, to which any
Borrower Party is a party or by which a Borrower Party or any of their
properties is bound, or (d) require any Borrower Party to obtain any consent,
approval, authorization or permit of, or to make any filing with or notification
to, any Governmental Authority, except (i) as set forth in Section
3.4 of the Borrower Disclosure Schedule, (ii) for any filings required
pursuant to the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (the “Exchange
Act”), or (iii) in the case of clauses (b) through (d) above, where such
conflicts, violations, breaches, defaults or other acts or omissions could not
reasonably be expected to have a Borrower Party Material Adverse
Effect.




Section
      3.5
            Absence
      of Litigation




Except as
disclosed in Section
3.5 of the Borrower Disclosure Schedule, as of the date hereof, to the
Borrower’s knowledge (a) there is no private or governmental action, suit,
proceeding, litigation, arbitration, or investigation, criminal prosecution or
inquiry (“Action”) pending or,
to the knowledge of Borrower, threatened against Borrower before any
Governmental Authority that, if adversely determined, would have a Borrower
Party Material Adverse Effect, and (b) there is no legally binding judgment,
decree, order, injunction, decision or award of any Governmental Authority
(“Order”)
against Borrower that has or would have a Borrower Party Material Adverse
Effect.


11


Section
      3.6
            Employee
      Benefit Plans




Section
3.6 of the Borrower Disclosure Schedule sets forth a true and complete
list of the employee benefit plans (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”))
currently maintained, sponsored or contributed to by Borrower or any entity that
would be deemed a “single employer” with Borrower within the meaning of Section
414(b), (c), (m) or (o) of the Code, and all material bonus, stock option, stock
purchase, stock appreciation right, incentive, deferred compensation,
supplemental retirement, post-retirement or post-termination health or welfare
benefit, severance, welfare, medical, life, vacation, sickness, change in
control, death benefit and other similar fringe and employee benefit plans,
programs, written policies and arrangements, and all written employment and
consulting agreements, in each case for the benefit of, or relating to, any
employee or former employee of Borrower (including their beneficiaries)
(collectively, the “Borrower
Employee Plans”). For purposes of the preceding sentence, “material”
means any program, plan, benefit, policy or arrangement involving either more
than five (5) persons or aggregate liability in excess of
$250,000.  Except as set forth in Section
3.6 of the Borrower Disclosure Schedule and except as would not have a
Borrower Party Material Adverse Effect, with respect to any of the Borrower
Employee Plans, (i) each Borrower Employee Plan (other than a Multiemployer
Plan) intended to qualify under Section 401(a) of the Code is so qualified and
has received a favorable determination letter from the Internal Revenue Service
(the “IRS”)
or, pursuant to Revenue Proceeding 2005-16, may rely upon an opinion or advisory
letter; (ii) no such Borrower Employee Plan is a “multiemployer plan” within the
meaning of Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code (a
“Multiemployer
Plan”) or a single employer pension plan within the meaning of Section
4001(a)(15) of ERISA that is subject to Sections 4063 and 4064 of ERISA (a
“Multiple
Employer Plan”), and no withdrawal liability exists with respect to any
Multiemployer Plan or Multiple Employer Plan; (iii) there has been no
“prohibited transaction” within the meaning of Section 4975(c) of the Code or
Section 406 of ERISA, involving the assets of any of the Borrower Employee
Plans; (iv) no “accumulated funding deficiency” (within the meaning of Section
412 of the Code and Section 302 of ERISA) has been incurred, and no excise or
other Taxes have been incurred or are due and owing by Borrower with respect to
any of the Borrower Employee Plans because of any failure to comply with the
minimum funding standards of the Code and ERISA; (v) no Action has been
instituted or is threatened against or with respect to any Borrower Employee
Plan (other than routine claims for benefits and appeals of such claims); (vi)
each Borrower Employee Plan (other than a Multiemployer Plan) complies and has
been maintained and operated in accordance with its terms and applicable Law,
including, without limitation, ERISA and the Code; (vii) no Borrower Employee
Plan (other than a Multiemployer Plan) is under audit or investigation by the
IRS, U.S. Department of Labor or any other Governmental Authority; (viii) except
as required by Section 4980B(f) of the Code, no Borrower Employee Plan provides
medical, death or welfare benefits (whether or not insured) with respect to
current or former employees of Borrower beyond their retirement or other
termination of employment; and (ix) the consummation of the Transactions (either
alone or in conjunction with any other event) will not entitle any current or
former employee of Borrower to any payment (whether of severance pay,
unemployment compensation, golden parachute, bonus or otherwise) or increase the
amount of compensation due to any employee of
Borrower.  Notwithstanding the foregoing, the representations and
warranties contained in this Section
3.6 (other than the representations and warranties contained in
subsections (ii), (iii) and (viii)) are qualified such that to the extent that
any such representation or warranty applies to a Borrower Employee Plan that is
a Multiemployer Plan, such representation or warranty shall be deemed to be to
the knowledge of Borrower.




Section
      3.7
            Permits




Section 3.7 of the
Borrower Disclosure Schedule lists the material Permits required in connection
with the operation of the Business as it is now being operated and conducted by
Borrower (collectively, “Borrower
Permits”).  Borrower is in compliance with the terms and
conditions of such Borrower Permits, except where the failure to so comply would
not have a Borrower Party Material Adverse Effect, and, as of the date hereof,
no revocation, suspension or cancellation of any such Borrower Permit is pending
or, to the knowledge of Borrower, threatened.


12


Section
      3.8
            Purchased
      Assets; Business




(a)          To
Borrower’s knowledge and except as set forth in Section
3.8 of the Borrower Disclosure Schedule, Borrower has good, marketable
and valid title to or, in the case of leases and licenses, valid and subsisting
leasehold interests or licenses in, all of the Purchased Assets (except for such
Purchased Assets disposed of as permitted by Section
6.1), in each case free and clear of all Encumbrances, except as set
forth on Section
3.8 of the Borrower Disclosure Schedule. To Borrower’s knowledge and
except as set forth in Section
3.8 of the Borrower Disclosure Schedule, none of the Purchased Assets are
subject to any covenant or restriction prohibiting or limiting their transfer
under this Agreement.  Except as set forth in Section
3.8 of the Borrower Disclosure Schedule, Borrower does not own or lease
any real property.




(b)          The
Purchased Assets: (i) constitute all of the assets necessary to conduct the
Business in the manner in which it has been operated and conducted by Borrower
in the past year and as it is currently operated and conducted, and (ii) are in
the exclusive possession and control of Borrower and no person or entity other
than Borrower is entitled to possession of any portion of the Purchased
Assets.




Section
      3.9
            Assumed
      Contracts




Except as
set forth in Section
3.9 of the Borrower Disclosure Schedule, Borrower has made available to
Buyer a correct and complete copy of each Assumed Contract.  With
respect to each Assumed Contract, except as set forth in Section
3.9 of the Borrower Disclosure Schedule:  (i) the Assumed
Contract is a legal, valid and binding obligation of the parties thereto and is
in full force and effect; (ii) Borrower is not in breach of or default in any
material respect, and no event has occurred that with the passage of time or
giving of notice or both would constitute such a breach or default in any
material respect by Borrower under the Assumed Contract; and (iii) to each
Borrower Party’s knowledge, no other party to an Assumed Contract is in breach
of or default in any material respect, and no event has occurred that with the
passage of time or giving of notice or both would constitute such a breach or
default in any material respect by such other party, under any such Assumed
Contract.




Section
      3.10
            Compliance
      with Laws




The
Business has been operated since December 31, 2009 in compliance with all Laws
applicable thereto, except for any instances of non-compliance which would not
have a Borrower Party Material Adverse Effect.




Section
      3.11
            Labor
      Matters




(a)          Except
as would not have a Borrower Party Material Adverse Effect and except as set
forth in Section
3.11(a) of the Borrower Disclosure Schedule, to Borrower’s knowledge,
Borrower: (i) is in compliance with all applicable Laws respecting employment,
employment practices, terms and conditions of employment, pay equity and wages
and hours, in each case, with respect to current, former or retired employees or
consultants of Borrower (collectively, “Borrower Employees”);
and (ii) has timely withheld and paid over to the appropriate Governmental
Authorities all amounts required by Law to be withheld from the wages, salaries
and other payments to Borrower Employees.


13


(b)          Borrower
is not involved in or threatened with any labor dispute, grievance or Action
relating to labor, safety or discrimination matters involving any Borrower
Employee, including, without limitation, charges of unfair labor practices or
discrimination complaints.  Borrower has not engaged in any unfair
labor practices within the meaning of the National Labor Relations
Act.  Borrower is not a party to, or bound by, any collective
bargaining agreement with respect to Borrower Employees and no collective
bargaining agreement is being negotiated by Borrower.




Section
      3.12
            Tax
      Matters




(a)          Except
as set forth in Section
3.12 of the Borrower Disclosure Schedule, Borrower has filed, or will
timely file, all Returns relating to Taxes of Borrower for periods ending on or
prior to the Closing Date and have paid, or will timely pay, all Taxes shown
thereon as owing, except where the failure to file such Returns or pay such
Taxes would not have a Borrower Party Material Adverse Effect.




(b)          Except
as set forth in Section
3.12 of the Borrower Disclosure Schedule, (i) there is no Action or audit
pending or, to the knowledge of Borrower, threatened with respect to any
liability for Tax relating to income of Borrower for which a material amount of
Tax is at issue, and (ii) there is no liability for Tax pursuant to United
States Treasury Regulations Section 1.1502-6 (or any comparable provision of
state or local law).




Section
      3.13
            Brokers




Except as
set forth in Section
3.13 of the Borrower Disclosure Schedule, no broker, finder or investment
banker is entitled to any brokerage, finder’s or other similar fee or commission
in connection with the Transactions based upon arrangements made by or on behalf
of Borrower and any such fee or commission shall be borne by
Borrower.




Section
      3.14
            Intellectual
      Property




Section
3.14 of the Borrower Disclosure Schedule sets forth a complete and
accurate list of all Intellectual Property owned or licensed by
Borrower.




(a)          Except
as set forth in Section 3.14 of the
Borrower Disclosure Schedule, to Borrower’s knowledge (i) with respect to any
Intellectual Property owned by Borrower (as opposed to Intellectual Property of
which Borrower is a licensee), Borrower owns all right, title and interest to
all such Intellectual Property, without any conflict known to Borrower with the
rights of others, (ii) no Person other than Borrower has the right to use the
Intellectual Property owned by Borrower, and (iii) Borrower has the valid right
to use, pursuant to a license, sublicense or other agreement, any Intellectual
Property used in the Business that is owned by a party other than
Borrower.




(b)          To
Borrower’s knowledge, the conduct of the Business as currently conducted does
not infringe upon any intellectual property right of any third party except
where such infringement would not be reasonably be expected to have a Borrower
Party Material Adverse Effect.




(c)          To
Borrower’s knowledge, the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not result in the loss
of, or any encumbrance on, the rights of Borrower with respect to the
Intellectual Property owned by it.


14


(d)          To
Borrower’s knowledge, the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not result in the
breach of, or create on behalf of any third party the right to terminate or
modify, (i) any license, sublicense or other agreement relating to any
Intellectual Property owned by Borrower, or (ii) any license, sublicense
and other agreement as to which Borrower is a party and pursuant to which
Borrower is authorized to use any third party Intellectual Property, excluding
generally commercially available, off-the-shelf software programs.




(e)          To
Borrower’s knowledge, no claim by any third party contesting the validity,
enforceability, use or ownership of any of the Intellectual Property has been
made, is currently outstanding or, to Borrower’s knowledge, has been threatened,
and to Borrower’s knowledge, there are no grounds for the same.




(f)          To
Borrower’s knowledge, the loss or expiration of any Intellectual Property rights
would not reasonably be expected to result in a Borrower Party Material Adverse
Effect, and no such loss or expiration is threatened, pending or reasonably
foreseeable.




Section
      3.15
            Sound
      Business Judgment




Borrower
believes that the execution and delivery of this Agreement by Borrower and the
consummation of the transactions contemplated hereby reflect the exercise of
sound business judgment by Borrower, is a proper exercise of its contractual and
fiduciary duties, is fair and reasonable, and is in the best interest of
Borrower and its creditors.  Borrower believes that the total
consideration to be realized by Lender under this Agreement represents fair
consideration and reasonably equivalent value for the Purchased
Assets.  Borrower believes, as a result, there exists good and
sufficient business justification to consummate the transactions contemplated
hereby.




Section
      3.16
            Lack
      of Collusion; Arm’s Length
  Transaction




This
Agreement was negotiated, proposed, and entered into by the Parties and the
Lender without collusion, in good faith, and from arm’s-length bargaining
positions.




Section
      3.17
            Bulk
      Sales.




The sale
of the Purchased Assets does not require Borrower to provide ten (10) days'
notice to the Pennsylvania Department of Revenue of the Commonwealth of
Pennsylvania of such sale under Pennsylvania Statute 72 P.S. Section 7321.1,
Pennsylvania Statute 72 P.S. Section 7240, Pennsylvania Statute 72 P.S. Section
788.3 or Pennsylvania Statute 72 P.S. Section 1403.




Section
      3.18
            Disclaimer
      of Liability




Notwithstanding
anything to the contrary herein, express or implied, Mr. Goldstein shall not be
liable, responsible, or have any indemnification obligation hereunder, to any
other Party hereto, for breach of any representation, warranty, covenant,
provision, or obligation hereunder, except in the case of fraud, intentional
misrepresentation or willful or criminal misconduct or
deceit.  Nothing contained in the immediately preceding sentence,
shall limit, impair or preclude, such rights as Lender has or may have against
Mr. Goldstein under the Loan Documents.


15




ARTICLE
IV




REPRESENTATIONS AND
WARRANTIES OF LENDER




Lender
hereby represents and warrants to Buyer and the Borrower Parties that as of the
date hereof and as of the Closing:




Section
4.1       Organization; Authority
Relative to this Agreement




Lender is
duly organized and a validly existing limited liability company, in good
standing under the Laws of its jurisdiction of organization and has the
requisite limited liability company power and authority to enter into, execute
and deliver this Agreement and the other agreements and instruments to be
delivered by Lender pursuant to this Agreement, consummate the Transactions
(only as and to the extent its participation is required hereunder), and to
carry out its obligations hereunder and thereunder.  The execution and
delivery by Lender of this Agreement and the other agreements and instruments to
be delivered by Lender pursuant to this Agreement, and the consummation by
Lender of the Transactions (only as and to the extent its participation is
required hereunder) have been duly authorized by all necessary limited liability
company action on its part.  This Agreement and the other agreements
and instruments to be delivered by Lender pursuant to this Agreement, have been
duly executed and delivered by Lender, and constitute the legal, valid and
binding obligation of Lender, enforceable against Lender in accordance with the
terms hereof and thereof (except as enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization, arrangement, voidable preference and
other similar laws relating to or affecting the rights of creditors generally
and except as the same may be subject to the effect of general principles of
equity).




Section
4.2       No Conflict; Required
Filings and Consents




The
execution and delivery of this Agreement and the other agreements and
instruments to be delivered by Lender pursuant to this Agreement do not, and the
consummation by Lender of the Transactions (only as and to the extent its
participation is required hereunder) will not, (a) conflict with or violate the
organizational or governing documents of Lender, (b) conflict with or violate
any Law or Order applicable to Lender or by which Lender or any of its
properties is bound, (c) result in a breach of or constitute a default (or an
event that with notice or lapse of time or both would become a default) under,
or give rise to any right of termination, acceleration or cancellation under,
any note, bond, mortgage, indenture, contract, agreement, lease, license or
other instrument or obligation to which Lender is a party or by which Lender or
any of its properties is bound, or (d) require Lender to obtain any consent,
approval, authorization or permit of, or to make any filing with or notification
to, any Governmental Authority, except (i) as set forth in Section 4.2 of the
Lender Disclosure
Schedule, (ii) in the case of clauses (b) through (d) above, where such
conflicts, violations, breaches, defaults or other failures or occurrences would
not prohibit, prevent, enjoin, restrict or materially impair or delay any of the
Transactions.




Section
4.3       Absence of
Litigation




Except as
disclosed in Section
4.3 of the Lender Disclosure Schedule, as of the date hereof, (a) there
is no Action pending or, to the knowledge of Lender, threatened against Lender
before any Governmental Authority that, if adversely determined, would prohibit,
prevent, enjoin, restrict or materially impair or delay any of the Transactions,
and (b) there is no Order against Lender that would prohibit, prevent,
enjoin, restrict or materially impair or delay any of the
Transactions.


16


Section
4.4       Holder of Loan
Documents




Lender is
the holder of the Financing Agreement and all ancillary documents thereto (the
“Loan
Documents”) and has not transferred Lender’s interest in the Loan
Documents or the Purchased Assets, except the Loans are participated in by (a)
Summa, pursuant to the Amended and Restated Participation Agreement, dated
November 9, 2010, between Lender and Summa, and (b) Buyer, pursuant to the ICG
Participation Agreement, dated November 9, 2010, between Lender and Buyer (the
“ICG Participation
Agreement”).  Copies of the Loan Documents which are identified
on Schedule A to the ICG Participation Agreement, and the agreement referenced
in clause (a) of the immediately preceding sentence, have been provided to Buyer
and are true and correct, and, as of the date hereof, there have been no further
material written amendments or written modifications thereto.




Section
4.5       No
Subordination




Lender
has not released any security interest or lien it has in, or consented to the
sale or disposition of, any Purchased Assets (except for sales in the ordinary
course of Borrower’s business and for the sale pursuant hereto) and has not
heretofore sold, assigned or transferred any of the Purchased Assets being
purchased hereunder.  Lender has not agreed to subordinate its
security interests in the Purchased Assets to any third party.




Section
4.6       Brokers




No
broker, finder or investment banker is entitled to any brokerage, finder’s or
other similar fee or commission from Lender in connection with the execution of
this Agreement or the consummation of the Transactions and any such fee or
commission shall be borne by Lender.




Section
4.7 Lack of Collusion; Arm’s
Length Transaction




This
Agreement was negotiated, proposed, and entered into by the Parties and Lender
without collusion, in good faith, and from arm’s-length bargaining
positions.




Section
4.8 No Higher
Bids




Prior to
the date of this Agreement, no Person submitted a bid on terms that were
superior to the terms set forth in this Agreement to purchase the Purchased
Assets.


17


Section
      4.9
            Limitation
      of Damages




OTHER
THAN THE FOREGOING REPRESENTATIONS AND WARRANTIES SPECIFICALLY PROVIDED IN THIS
ARTICLE IV,
LENDER MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND
WHATSOEVER WITH RESPECT TO THE PURCHASED ASSETS (AND THE OTHER PARTIES HERETO
EXPRESSLY AGREE THAT, EXCEPT AS PROVIDED IN THE AGREEMENT, LENDER MAKES AND
GIVES NO COVENANT, UNDERTAKING, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
IN CONNECTION WITH THIS AGREEMENT, THE PURCHASED ASSETS OR ANY OTHER MATTER
RELATING HERETO OR THERETO), INCLUDING, BUT NOT LIMITED TO:  TITLE,
MERCHANTABILITY; FITNESS FOR ANY PARTICULAR PURPOSE; DESIGN, QUALITY, CAPACITY,
CONDITION OR WORKMANSHIP; COMPLIANCE OF THE PURCHASED ASSETS WITH ANY LAW, RULE,
SPECIFICATION OR CONTRACT; ANY ASPECT OF BORROWERS’ FINANCIAL CONDITION,
BUSINESSES, PROSPECTS OR OPERATIONS; IMMUNITY FROM LIABILITY FOR EXCLUDED
LIABILITIES; OR THE EXISTENCE OR NON-EXISTENCE OF ANY SECURITY INTEREST, LIENS
OR OTHER CLAIMS OF ANY THIRD PARTIES TO THE PURCHASED ASSETS.  BUYER
AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LENDER SHALL HAVE
NO LIABILITY TO BUYER OR TO ANY PERSON CLAIMING BY OR THROUGH BUYER FOR ANY
MATTER DISCLAIMED HEREBY, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES
OF ANY KIND WHATSOEVER, WHETHER ANY CLAIMS ARE BASED UPON THEORIES OF CONTRACT,
NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY); AS BETWEEN LENDER AND BUYER,
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PURCHASED ASSETS ARE BEING
TRANSFERRED “AS IS, WHERE IS.”




ARTICLE
V




REPRESENTATIONS AND
WARRANTIES OF BUYER




Buyer
hereby represents and warrants to Lender and the Borrower Parties as of the date
hereof and as of the Closing that, except as set forth in the disclosure
schedule delivered by Buyer to Lender and attached hereto and made a part hereof
(the “Buyer Disclosure
Schedule”):




Section
      5.1
            Organization;
      Authority Relative to this
  Agreement




Buyer is
duly organized, validly existing and in good standing under the Laws of the
State of Delaware and has the requisite corporate power and authority to enter
into, execute and deliver this Agreement, consummate the Transactions, and to
carry out its obligations hereunder.  The execution and delivery by
Buyer of this Agreement and the consummation by Buyer of the Transactions have
been duly authorized by all necessary corporate action on its
part.  This Agreement has been duly executed and delivered by Buyer,
and constitutes the legal, valid and binding obligation of Buyer, enforceable
against Buyer in accordance with the terms hereof (except as enforceability may
be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement,
voidable preference and other similar laws relating to or affecting the rights
of creditors generally and except as the same may be subject to the effect of
general principles of equity).


18


Section
      5.2
            No
      Conflict; Required Filings and
  Consents




The
execution and delivery of this Agreement by Buyer does not, and the consummation
by Buyer of the Transactions will not, (a) conflict with or violate the
organizational or governing documents of Buyer, (b) conflict with or violate any
Law or Order applicable to Buyer or by which Buyer or any of its properties is
bound, (c) result in a breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give rise to
any right of termination, acceleration or cancellation under, any note, bond,
mortgage, indenture, contract, agreement, lease, license or other instrument or
obligation to which Buyer is a party or by which Buyer or any of its properties
is bound, or (d) require Buyer to obtain any consent, approval, authorization or
permit of, or to make any filing with or notification to, any Governmental
Authority, except (i) as set forth in Section
5.2 of Buyer Disclosure Schedule, (ii) for any filings required by the
Exchange Act, and (iii) in the case of clauses (b) through (d) above, where such
conflicts, violations, breaches, defaults or other failures or occurrences would
not prohibit, prevent, enjoin, restrict or materially impair or delay any of the
Transactions.




Section
      5.3
            Absence
      of Litigation




Except as
disclosed in Section
5.3 of the Buyer Disclosure Schedule, as of the date hereof, (a) there is
no Action pending or, to the knowledge of Buyer, threatened against Buyer before
any Governmental Authority that, if adversely determined, would prohibit,
prevent, enjoin, restrict or materially impair or delay any of the Transactions,
and (b) there is no Order against Buyer that would prohibit, prevent,
enjoin, restrict or materially impair or delay any of the
Transactions.




Section
      5.4
            Brokers




No
broker, finder or investment banker is entitled to any brokerage, finder’s or
other similar fee or commission in connection with the Transactions based upon
arrangements made by or on behalf of Buyer, and any such fee or commission shall
be borne by Buyer.




ARTICLE
VI




COVENANTS OF BORROWER
PARTIES




Section
      6.1
            Conduct
      of Business by Borrower Pending the
  Closing




Except as
otherwise contemplated by this Agreement or as disclosed in Section
6.1 of the Borrower Disclosure Schedule, or unless Buyer shall give its
prior written consent, between the date of this Agreement and the Closing Date
or the earlier termination of this Agreement in accordance with its terms,
Borrower shall (i) conduct the Business in the ordinary course of business and
in a manner consistent with past practice and (ii) use commercially reasonable
efforts to preserve intact its current business organization, keep available the
services of its current employees and maintain satisfactory relationships with
its customers, client, suppliers and others having business relationships with
it and (iii) not expend assets or accept liabilities that would render it
materially more insolvent at the Closing Date than the Borrower was on the
Execution Date.  Buyer agrees to cooperate reasonably with Borrower in
connection with the foregoing.  Without limiting the generality of the
foregoing, and except as contemplated by this Agreement or disclosed in Section
6.1 of the Borrower Disclosure Schedule, Borrower shall not, between the
date of this Agreement and the Closing Date or the earlier termination of this
Agreement, do or agree to do any of the following without the prior written
consent of Buyer and Lender:




(a)          amend
or otherwise change the organizational documents of Borrower;




(b)          issue
any additional membership interests or issue, sell or grant any option or right
to acquire, or otherwise dispose of, any membership interests;


19


(c)          effect
any dissolution, winding up, liquidation or termination of the
Business;




(d)          incur
or guarantee, or perform, pay or otherwise discharge, any material obligation or
liability (absolute or contingent), except in the ordinary course of
business;




(e)          terminate
or amend in any material respect any Assumed Contract;




(f)          
take or fail to take, or agree to take or fail to take, any action which would
make any representation or warranty made by Borrower herein untrue or incorrect
in any material respect;




(g)         sell,
lease, license, transfer or otherwise dispose of any Purchased
Assets;




(h)         merge
or consolidate with any Person;




(i)          make
any investment in, or make any loan or advance to, any Person, except in the
ordinary course of business;




(j)          enter
into any employment agreement or arrangement or make any increase in the number
or compensation of persons employed in the Business;




(k)          install
Mr. Goldstein as, or permit him to be, an authorized signatory with respect to
the Borrower’s bank or other financial accounts; or




(l)          agree
to do any of the foregoing.




Section
      6.2
            Notification
      of Certain Events




Borrower
shall give prompt notice to Buyer and Lender if any of the following occurs
after the date of this Agreement: (i) there has been a material failure of
any Borrower Party to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it hereunder; (ii) receipt by
any Borrower Party of any material notice or other material communication from
any Governmental Authority in connection with the Transactions; (iii) the
occurrence of an event which would cause a representation or warranty made in
Article
III to become untrue, or that would or reasonably could cause a condition
in Section
9.2 not to be satisfied; or (iv) the commencement or threat, in
writing, of any Action against any of the Borrower Parties, or any of their
properties, with respect to the Transactions. No such notice to Buyer and Lender
shall have any effect on the determination of whether or not any of the
conditions to Closing or to the consummation of the Transactions have been
satisfied or in determining whether or not any of the representations,
warranties or covenants contained in this Agreement have been
breached.


20


Section
      6.3
            Non-Competition;
      Non-Solicitation




(a)          Each
Borrower Party hereby acknowledges that it is familiar with the Business and the
trade secrets and with other confidential information related to the
Business.  Each Borrower Party acknowledges and agrees that Buyer
would be irreparably damaged if any of the Borrower Parties, or any of their
respective Affiliates, were to provide services to or otherwise participate in
the business of any Person competing with the Business in a similar business and
that any such competition by such Borrower Party would result in a significant
loss of goodwill by Buyer.  Each Borrower Party further acknowledges
and agrees that the covenants and agreements set forth in this Section
6.3 were made in exchange for good and sufficient consideration for the
Borrower Parties and were a material inducement to Buyer to enter into this
Agreement and to perform their respective obligations hereunder, and that Buyer
would not obtain the benefit of the bargain set forth in this Agreement as
specifically negotiated by the Parties hereto if such Borrower Party breached
the provisions of this Section
6.3.  Therefore, each Borrower Party agrees, in further
consideration of the Purchased Assets and the goodwill of the Business sold by
Borrower, that during the five (5) year period after the Closing Date (the
“Restricted
Period”), each Borrower Party shall not (and shall cause its Affiliates
not to) directly or indirectly own any interest in, manage, control, participate
in (whether as an owner, officer, director, manager, employee, partner, agent,
representative or otherwise), consult with, render services for, or in any other
manner engage anywhere in the Restricted Territories in any business engaged
directly or indirectly relating to the Business or the business engaged in by
Buyer; provided
that nothing herein shall prohibit any Borrower Party from being a passive owner
of not more than 2% of the outstanding stock of any class of a corporation which
is publicly traded so long as none of such Persons has any active participation
in the business of such corporation.  Each Borrower Party acknowledges
that the Business and Buyer’s business has been conducted or is presently
proposed to be conducted throughout the Restricted Territories and that the
geographic restrictions and time periods, as well as all other restrictions and
covenants contained in Section
6.3 are reasonable and necessary, and supported by good and valuable
consideration, to protect the goodwill of Buyer’s business and the Business
being sold by each Borrower Party pursuant to this Agreement.




(b)          Each
Borrower Party agrees that it shall not (and each Borrower Party shall cause its
Affiliates not to) directly, or indirectly through another Person during the
Restricted Period, (i) induce or attempt to induce any employee of the Business,
or any of their Affiliates to leave the employ of the Business, Buyer or any of
their Affiliates, or in any way interfere with the relationship between the
Business, Buyer or any of their Affiliates and any employee thereof, (ii) hire
any person who was an employee of the Business, Buyer or any of their Affiliates
at any time during the twelve-month period immediately prior to the date on
which such hiring would take place (it being conclusively presumed by the
parties so as to avoid any disputes under this Section 6.3(b) that
any such hiring within such twelve-month period is in violation of clause (i)
above), or (iii) call on, solicit or service any client, customer, supplier,
licensee, licensor or other business relation of Buyer, the Business, or any of
their Affiliates (including any Person that was a client, customer, supplier or
other potential business relation of Buyer, the Business, or any of their
Affiliates at any time during the twelve month period immediately prior to such
call, solicit or service), induce or attempt to induce such Person to cease
doing business with the Business, Buyer or any of their Affiliates, or in any
way interfere with the relationship between any such customer, supplier,
licensee, licensor or business relation and the Business, Buyer or any of their
Affiliates (including making any negative statements or communications about the
Business, Buyer or any of their Affiliates).  After the Closing, no
Borrower Party shall make any negative statements or communications about Buyer,
the Business, the Purchased Assets or any of their Affiliates’
businesses.


21


(c)          If,
at the time of enforcement of the covenants contained in this Section 6.3 (the
“Restrictive
Covenants”), a court shall hold that the duration, scope or area
restrictions stated herein are unreasonable under circumstances then existing,
the Parties agree that the maximum duration, scope or area reasonable under such
circumstances shall be substituted for the stated duration, scope or area and
that the court shall be allowed and directed to revise the restrictions
contained herein to cover the maximum period, scope and area permitted by
law.  Each Borrower Party has consulted with legal counsel regarding
the Restrictive Covenants and based on such consultation has determined and
hereby acknowledges that the Restrictive Covenants are reasonable in terms of
duration, scope and area restrictions and are necessary to protect the goodwill
of the Business, Buyer’s business and the substantial investment in the Business
made by Buyer hereunder.




(d)          If
any Borrower Party or any Affiliate of any Borrower Party breaches, or threatens
to commit a breach of, any of the Restrictive Covenants, Buyer shall have the
following rights and remedies, each of which rights and remedies shall be
independent of the others and severally enforceable, and each of which is in
addition to, and not in lieu of, any other rights and remedies available to
Buyer at law or in equity: (i) the right and remedy to have the Restrictive
Covenants specifically enforced by any court of competent jurisdiction, it being
agreed that any breach or threatened breach of the Restrictive Covenants would
cause irreparable injury to the Business and Buyer and that money damages would
not provide an adequate remedy to Buyer and that a bond of no more than $250 is
sufficient to any action by Buyer for temporary or injunctive relief; and (ii)
the right and remedy to require such Borrower Party to account for and pay over
to Buyer any profits, monies, accruals, increments or other benefits derived or
received by such Person as the result of any transactions constituting a breach
of the Restrictive Covenants.




(e)          In
the event of any breach or violation by any Borrower Party of any of the
Restrictive Covenants, the time period of such covenant shall be tolled until
such breach or violation is resolved.




(f)         
Nothing contained in this Agreement shall prohibit Borrower with respect to
clause (i) below, and Borrower Party and any Affiliates of Borrower Party, from
(i) collecting any receivables of Borrower arising from the operation of the
Business prior to the Closing, or (ii) winding down the business of Borrower
(other than the Business and the Purchased Assets).




Section
      6.4
            Name
      Change




Within
three Business Days of the Execution Date, the Borrower shall (i) deliver to
Buyer for filing, the documents necessary to amend the organizational documents
of Borrower, and (ii) take all other actions requested by Buyer to change the
name of Borrower to a name sufficiently dissimilar to its name on the date
hereof, in Buyer’s reasonable judgment, to avoid confusion; provided, that Buyer
hereby agrees not to file such documents until on or after the Closing
Date.  After the Closing Date, no Borrower or any of its respective
Affiliates, shall transact business as, or use in the conduct of its businesses
or otherwise, the name used by Borrower as of the date hereof or any other
similar names.  From and after the Closing, each Borrower Party
covenants and agrees not to and to cause its Affiliates not to use or otherwise
employ any of the trade names, corporate names, dbas or similar Intellectual
Property rights utilized by Borrower in the conduct of the Business, which
rights are included in the Purchased Assets purchased hereunder.  If
the Closing does not take place on or by the Outside Date and this Agreement has
been terminated, Buyer shall promptly return to the Borrower Parties the
documents delivered by them on the Execution Date pursuant to this Section
6.4.


22




Section
      6.5
            Payments
      to Employees




Borrower
covenants and agrees that it shall pay all employees of the Business for
services rendered by said employees through the day prior to the Closing
Date.




Section
      6.6
            Representations
      and Warranties




Each of
the Borrower Parties covenants and agrees that, except as otherwise contemplated
by this Agreement or unless the other Party or Lender shall give its prior
written consent, such Borrower Party shall not between the date of this
Agreement and the Closing Date or the earlier termination of this Agreement,
take or fail to take, or agree to take or fail to take, any action which would
make any representation or warranty made by such Borrower Party, herein untrue
or incorrect in any material respect.




ARTICLE
VII




COVENANTS
OF BUYER AND LENDER




Section
      7.1
            Representations
      and Warranties




Each of
Buyer and Lender covenant and agree, severally and not jointly, that, except as
otherwise contemplated by this Agreement or unless the other Party shall give
its prior written consent, neither Buyer, on the one hand, nor Lender, on the
other hand, shall, between the date of this Agreement and the Closing Date or
the earlier termination of this Agreement in accordance with its terms, take or
fail to take, or agree to take or fail to take, any action which would make any
representation or warranty made by Buyer, on the one hand, or Lender, on the
other hand, herein untrue or incorrect in any material respect.  For
the avoidance of doubt, Lender shall have no liability hereunder for a breach of
this Section
7.1 by Buyer, and Buyer shall have no liability hereunder for a breach of
this Section
7.1 by Lender.




Section
7.2 Notification of Certain
Events .  (a)  
Buyer shall give prompt written notice to Lender and the Borrower Parties if any
of the following occurs after the date of this Agreement: (i) there has
been a material failure of Buyer to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it hereunder;
(ii) receipt by Buyer of any material notice or other communication from
any Governmental Authority in connection with the Transactions; (iii) the
occurrence of an event which would cause a condition in Section 9.3 not to be
satisfied; or (iv) the commencement or threat, in writing, of any Action
against Buyer, or any of their properties, with respect to the Transactions. No
such notice to Lender and the Borrower Parties shall have any effect on the
determination of whether or not any of the conditions to Closing or to the
consummation of the Transactions have been satisfied or in determining whether
or not any of the representations, warranties or covenants contained in this
Agreement have been breached.




(b)          Lender
shall give prompt written notice to Buyer if any of the following occurs after
the date of this Agreement: (i) there has been a material failure of Lender
to comply with or satisfy any covenant, condition or agreement to be complied
with or satisfied by it hereunder; (ii) receipt by Lender of any material
notice or other communication from any Governmental Authority in connection with
the Transactions; (iii) the occurrence of an event which would cause a
condition in Section
9.3 not to be satisfied; or (iv) the commencement or threat, in
writing, of any Action against Lender with respect to the
Transactions.  No such notice to Buyer shall have any effect on the
determination of whether or not any of the conditions to Closing or to the
consummation of the Transactions have been satisfied or in determining whether
or not any of the representations, warranties or covenants contained in this
Agreement have been breached.


23




Section
      7.3
            Access
      to Business Records




(a)         Notwithstanding
anything to the contrary herein, after the Closing Date, Borrower, Lender and/or
their duly authorized representatives shall have the right, during reasonable
business hours and upon three (3) Business Days’ notice, to inspect, examine and
make copies of the Business Records containing records and information of
Borrower through the Closing Date and all records and documentation related to
permanent placement receivables, reasonably necessary for the purpose of
addressing audit and regulatory matters with any Governmental
Authority.  The right of Borrower and Lender to inspect, examine and
make copies of such Business Records under this Section
7.3 shall survive for a period of five (5) years from the Closing Date
and such right of Borrower and Lender with respect to the permanent placement
receivables shall survive for  period of three (3) months from the
Closing Date.




(b)         After
the Closing, upon Borrower’s reasonable request, and at Borrower’s sole expense,
Buyer agrees to use commercially reasonable efforts to make available to the
Borrower Parties during regular business hours certain former employees of the
Borrower Parties, if any, that may be hired by Buyer to the extent reasonably
necessary to assist the Borrower Parties in: (i) the preparation and filing of
income and other tax returns of Borrower and its Affiliates for the 2009 tax
year and a portion of the 2010 tax year, and (ii) the discharge of liens and
other Encumbrances against the Borrower Parties or their assets.  The
preceding sentence shall not impose any obligation on the part of any Borrower
Party to request Buyer’s assistance in the matters described
above.  The Borrower Parties shall reimburse Buyer for all employee
compensation associated with the assistance provided by the employees of Buyer
to the Borrower Parties.




Section
      7.4
            Notice
      of Article 9 Sale




On the
first Business Date practicable following the Execution Date, Lender will
provide notice of the Article 9 Sale (each a “Individual Notice”
and collectively, the “Individual Notices”),
which Individual Notices shall be substantially in the form attached hereto as
Exhibit D-1, to
all persons and entities set forth on Exhibit E attached
hereto.  Additionally as soon as possible following the execution of
this Agreement, but in any event, within three Business Days following the date
hereof, Lender shall cause to be published the notice in the form attached
hereto as Exhibit
D-2 in any of the New
York Times, The Wall Street Journal or the New York Post(the “Published Notice”),
and shall cause such notice to be published again 4 days following the first
date of publication.


24




ARTICLE
VIII




ADDITIONAL AGREEMENTS OF THE
PARTIES AND LENDER




Section
      8.1
            Access
      to Information




Upon
reasonable prior notice, Borrower shall afford to the officers, employees,
accountants, counsel and other agents and representatives of Buyer and/or Lender
reasonable access at reasonable times, during the period prior to the Closing
Date or the earlier termination of this Agreement, to all of Borrower’s
properties, books, contracts, commitments and records.  In addition,
during such period, Borrower shall furnish to Buyer and/or Lender all
information concerning the Business and Borrower’s properties and personnel as
Buyer and/or Lender may reasonably request, and shall make available to Buyer
and/or Lender the appropriate individuals (including attorneys, accountants and
other professionals) for discussion of the Business and Borrower’s properties
and personnel as Buyer and/or Lender may reasonably
request.  Notwithstanding the foregoing, no such review, inquiry or
investigation shall affect any representations or warranties of any of the
Parties herein or the conditions to the obligations of any of the
Parties.  The provisions of this Section
8.1 are in addition to and not in substitution of any rights Lender has
or may have under the Loan Documents.




Section
      8.2
            Commercially
      Reasonable Efforts; Further
  Assurances




(a)         Upon
the terms and subject to the conditions hereof, each of the Parties and Lender
agrees to 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 to consummate and make effective as promptly as practicable the
Transactions, including obtaining all consents, waivers, authorizations and
approvals from Governmental Authorities and other third parties required for the
consummation of the Transactions.




(b)         From
time to time after the Closing, at the request of Buyer and without further
consideration, Lender and Borrower agree on their own behalf, as well as on
behalf of their parents, subsidiaries, Affiliates, successors, assigns and legal
representatives, to execute and deliver to Buyer any further documents or
instruments and perform any further acts that may reasonably be deemed necessary
or desirable by Buyer to vest, record, perfect, support and/or confirm the
rights herein conveyed.  Nothing herein shall be deemed a waiver by
Buyer of its right to receive at the Closing an effective assignment of such
rights of any portion of the Purchased Collateral from Lender as otherwise set
forth in this Agreement.




(c)         From
time to time after the Closing, at the request of Buyer and without further
consideration, the Borrower Parties agree, on their own behalf, as well as on
behalf of their parents, subsidiaries, Affiliates, successors, assigns and legal
representatives, to take such actions as may be necessary and to otherwise
cooperate with Buyer in facilitating the transfer to Buyer of: (i) Borrower’s
relationships with the Employee Assets and (ii) Borrower’s relationships with
its clients and customers, and all accounts related thereto.


25


Section
      8.3
            Public
      Announcements




Each of
the Parties and Lender agrees that no press release or announcement concerning
this Agreement or the Transactions shall be issued by it or any of its
Affiliates without the prior consent of the other Parties and Lender, as
applicable (which consent shall not be unreasonably withheld or delayed), except
as such release or announcement may be required by applicable Law or the rules
or regulations of any securities exchange, in which case such Party shall use
its commercially reasonable efforts to allow the other Party reasonable time to
comment on such release or announcement in advance of such
issuance.




Section
      8.4
            Transfer
      Taxes




Buyer
shall pay, when due, all transfer, documentary, sales, use, stamp, registration
and other similar Taxes, and all conveyance fees, recording charges and other
fees and charges (including any penalties and interest) incurred in connection
with the consummation of purchase of the Purchased Assets by Buyer and shall, at
its own expense, file all necessary Returns and other documentation with respect
to such Taxes, fees and charges.  Borrower shall cooperate with Buyer
in the preparation and execution of these Returns, or other
documentation.




Section
      8.5
            Release
      of Security Interests




Effective
as of the Closing Date, and subject to Lender’s receipt of the funds required to
be paid pursuant to Section
2.6(c)(iv) hereof, to the extent Lender has any security interest or
other liens in any of the Purchased Assets, Lender shall release all security
interests and other liens granted in favor of Lender with respect to the
Purchased Assets.




Section
      8.6
            Release
      by the Borrower
Parties




Effective
as of the Closing Date, except for such rights expressly provided herein, and
except for Borrower’s right to receive any remaining Collateral after all
Obligations have been fully and completely paid and satisfied, the Borrower
Parties, on behalf of themselves and their Affiliates, subsidiaries and, to the
full extent applicable, their general partners, limited partners, members,
successors, assigns, attorneys, employees, agents, representatives, officers and
directors, hereby release Lender (which for purposes of this Section 8.6 shall
include, the participants under the Summa Participation Agreement and the ICG
Participation Agreement), including their respective affiliates, subsidiaries,
successors, assigns, attorneys, employees, agents, representatives, officers and
directors, from all claims, rights, demands, debts, liabilities, actions and
causes of action of any and every type or nature whatsoever, whether known or
unknown, whether arising in law or equity, or by tort or contract, relating
directly or indirectly to each Borrower Party and the Loan
Documents.




Section
      8.7
              Consents




Borrower
shall use its commercially reasonable efforts to, on or prior to the Closing
Date, obtain from the counterparty to each contract, agreement, lease, license
or other instrument set forth in Section 3.4 of the
Borrower Disclosure Schedule, such counterparty’s required consent to the
Transactions, in the case of any Assumed Contracts, on terms reasonably
acceptable to Buyer (the “Consents”).  Notwithstanding
anything to the contrary herein, other than with respect to the Consent of (i)
the Members, and (ii) Rosenthal, the inability of Borrower to obtain the
Consents, despite their commercially reasonable efforts, shall not, by itself
(i) constitute a failure of a condition to Closing, or (ii) prevent a Closing or
give any Party the right to terminate this Agreement.  The inability
to convey the Assumed Contracts shall not affect or reduce the Purchase
Consideration, and such inability shall cause the Assumed Contracts to be
excluded from the Purchased Assets and the Assumed Liabilities.


26


Section
      8.8
              Solicitation
      of Competing
Offers




(a)         From
and after the date of this Agreement, until the earlier of the Closing or the
termination of this Agreement pursuant to Section 10.1, (i) the Borrower Parties
shall, and in each case shall cause their and their respective representatives,
directors, officers, partners, employees, counsel, members, accountants,
advisors and other authorized representative (collectively, “Representatives”)
to terminate any existing discussions with third parties relating to any sale of
the membership interests in Borrower, any sale of the Business or any sale of
the Purchased Assets, any merger of Borrower or any joint venture or business
combination involving Borrower; and (ii) the Borrower Parties shall not and each
shall cause their respective Representatives not to, directly or indirectly,
initiate, solicit or engage in discussions or negotiations with, or provide any
information to, or otherwise cooperate with, encourage or assist, any third
party regarding any such transaction described in inquiries or proposals
described in (i) above.




(b)         Lender
hereby agrees that it shall not, and shall cause its affiliates and
Representatives not to, cooperate, facilitate or participate in any discussions
or negotiations with respect to a transaction referred to in clause (a)(ii)
above.




(c)         Notwithstanding
the foregoing, nothing in this Agreement shall be deemed to prevent Lender and
the Borrower Parties or their Representatives from conducting the Article 9 Sale
contemplated by Article XI hereof and, in connection therewith, having
discussions that might otherwise be precluded by Section
8.8(a) as to Borrower and Section
8.8(b) as to Lender.




Section
      8.9
              Termination
      of Liens




On the
Closing Date, following Buyer’s delivery of any funds or documents that it is
required to deliver hereunder, Buyer is authorized by each of Lender (as
successor to Summa), TAI as Agent and TAI as Agent for the Members to terminate
the liens upon the Purchased Assets by filing a UCC-3
Amendment.  Notwithstanding the foregoing, the UCC 3 Amendment to be
provided to Buyer or its financing source by Lender pursuant to Section
9.2(n) shall be held in escrow until such time as Lender provides written
confirmation to Buyer that it has received all amounts set forth in Section
2.3(e).




ARTICLE
IX




CONDITIONS
TO THE CLOSING




Section
      9.1
              Conditions
      to Obligations of Each Party and
  Lender




The
respective obligations of each Party and Lender to consummate the Transactions
shall be subject to the satisfaction or waiver (where permissible), on or prior
to the Closing Date, of the following condition:  no Governmental
Authority shall have enacted, issued, promulgated, enforced or entered any Law
or Order (whether temporary, preliminary or permanent) that is then in effect
and has the effect of making the Transactions illegal or otherwise preventing or
prohibiting consummation of the Transactions.


27




Section
      9.2
              Additional
      Conditions to Obligations of
Buyer




The
obligation of Buyer to consummate the Transactions shall also be subject to the
satisfaction or waiver (where permissible), on or prior to the Closing Date, of
each of the following conditions:




(a)        
The representations and warranties of the Borrower Parties set forth in Article III of this
Agreement and the representations and warranties of Lender set forth in Article IV of this
Agreement (i) that are qualified by the words “material” or “material adverse
effect” shall be true and correct in all respects on and as of the Closing Date
as if made on and as of such date and (ii) that are not so qualified shall be
true and correct in all material respects on and as of the Closing Date as if
made on and as of such date, except in any such case to the extent that any such
representation or warranty is made as of a specified date, in which case such
representation or warranty shall remain true and correct in all material
respects, as the case may be, as of such date.




(b)        
Lender and each Borrower Party shall in all material respects have performed or
complied with each obligation and covenant to be performed or complied with by
each such party hereunder on or prior to the Closing Date, including the
deliveries under Section
2.6(b).




(c)         Buyer
shall have received a certificate of Lender, dated the Closing Date, signed by
Lender, to the effect that the conditions specified in Sections 9.2(a) and
(b) with
respect to Lender have been satisfied.




(d)         Buyer
shall have received a certificate of the Borrower Parties, dated the Closing
Date, signed by each of such party, to the effect that the conditions specified
in Sections
9.2(a) and (b) with respect to
each of the Borrower Parties has been satisfied.




(e)         Buyer
shall have received copies of (1) the Operating Agreement of Borrower, and (2)
resolutions of the Members as to the authorization of this Agreement and the
Transactions, each such item to be certified by an officer of
Borrower.




(f)          Buyer
shall have received all documentation as required by Section
2.6(b).




(g)         Buyer
shall have received an Employment Agreement, substantially consistent with the
terms set forth on Exhibit F attached
hereto, dated the Closing Date and duly executed by Mark Weiss.




(h)         Buyer
shall have entered into an Employment Agreement with Chris Hernandez, upon terms
reasonably satisfactory to Buyer.




(i)         
Buyer shall have received a legal opinion addressed to Buyer from counsel to the
Borrower Parties substantially in the form attached hereto as Exhibit
G.




(j)          Buyer
shall have received the Assignment of Domain Names, substantially in the form of
Exhibit H dated
the Closing Date and duly executed by Borrower and Lender.


28




(k)         Buyer
shall have received the Assignment of Trade Names, substantially in the form of
Exhibit I dated
the Closing Date and duly executed by Borrower and Lender.




(l)         
Buyer shall have received the documents described in Section 6.4
hereof.




(m)        Buyer
shall have received a payoff letter, in a form reasonably satisfactory to it,
setting forth the amount of all financial obligations owed by Borrower as of the
Closing Date under the Financing Agreement (excluding the amount of Buyer’s
participation therein), which financial obligations shall not be in excess of
$4.0 million on such date (it being understood that $500,000 of such amount
shall be attributable to the $500,000 that Buyer has committed pursuant to the
ICG Participation Agreement), as adjusted pursuant to Section
2.3(e).




(n)         Lender,
as the successor in interest to Summa under the Financing Agreement, shall have
delivered a UCC-3 Amendment to Buyer or its financing source, in a form
reasonably acceptable to Lender and Buyer, releasing the Purchased Assets
acquired by Buyer in connection with the Transactions contemplated by this
Agreement, which UCC-3 Amendment shall be held in escrow as set forth in Section
8.9;




(o)         Lender
shall have provided Buyer with a list of all objections to the Article 9 Sale
that Lender shall have received through the Closing Date.




(p)         Buyer
shall have entered into a financing arrangement acceptable to Buyer with respect
to the financing of Borrower’s accounts receivable.




(q)         Buyer
shall have received the Non-Compete, Non-Solicitation Agreement substantially in
the form of Exhibit
J attached hereto (the “Non-Compete
Agreement”), executed by Mr. Goldstein.




(r)          Buyer
shall have received an executed copy of the amended and restated agreement with
respect to that certain Consulting Agreement, dated March 24, 2010, by Mr.
Goldstein, in the form attached hereto as Exhibit K (the “New Consulting
Agreement”).




(s)         Buyer
shall have entered into the New Commission Agreement with Rosenthal, the Members
and Tri-State, as well as any other documents or agreements reasonably requested
by Rosenthal in connection therewith.




(t)          Buyer
shall have received, one Business Day prior to closing from Borrower, the
written list of Borrower AP Payments to be made by Buyer at closing, as well as
invoices from the third parties set forth on such list, showing the amount owed
by Borrower to such third party on such date.




(u)         Buyer
shall have received the consent of Rosenthal to the Transactions.




(v)         Lender
shall not have received a superior Competing Offer pursuant to Article
XI.




29




Section
      9.3
              Additional
      Conditions to Obligations of
  Lender




The
obligation of Lender to consummate the Transactions shall also be subject to the
satisfaction or waiver (where permissible), on or prior to the Closing Date, of
each of the following conditions:




(a)          The
representations and warranties of Buyer set forth in Article
V of this Agreement and the representations and warranties of the
Borrower Parties set forth in Article
III of this Agreement (i) that are qualified by the words “material” or
“material adverse effect” shall be true and correct in all respects on and as of
the Closing Date as if made on and as of that date and (ii) that are not so
qualified shall be true and correct in all material respects on and as of the
Closing Date as if made on and as of such date, except in any such case to the
extent that any such representation or warranty is made as of a specified date,
in which case such representation or warranty shall remain true and correct in
all material respects, as the case may be, as of such date.




(b)         Buyer,
on the one hand, and the Borrower Parties, on the other hand, shall in all
material respects have performed or complied with each obligation and covenant
to be performed or complied with by them hereunder on or prior to the Closing
Date, including the deliveries under Section
2.6(c).




(c)         Lender
shall have received a certificate of Buyer, dated the Closing Date, signed by an
executive officer of Buyer, to the effect that the conditions specified in Sections 9.3(a)
and (b)
have been satisfied.




(d)         Lender
and Rosenthal, as applicable, shall have received all documentation and funds as
required by Section
2.6(c).




(e)         Lender
shall have received from the Borrower Parties an acknowledgment and release
executed by each of the Borrower Parties in the form of Section
1.1(b)




Section
      9.4
              Additional
      Conditions to Obligations of the Borrower
      Parties




The
obligation of the Borrower Parties to consummate the Transactions shall also be
subject to the satisfaction or waiver (where permissible), on or prior to the
Closing Date, of each of the following conditions:




(a)         receipt
of the Non-Compete Agreement, executed by Buyer and Tri-State as a guarantor to
Buyer’s obligations;




(b)         Mr.
Goldstein shall have received an executed copy of the New Consulting Agreement
executed by Buyer and Tri-State as a guarantor of Buyer’s obligations
thereunder;




(c)         the
New Commission Agreement, dated the Closing Date, shall have been executed by
Buyer, Tri-State as a guarantor of Buyer’s obligations therein, and
Rosenthal;




(d)         Buyer
shall have made the payment to Lender specified in Section 2.6(c)(iv);
and




(e)         If
Buyer has received the information required to be delivered to it by Borrower
pursuant to Section
9.2(t), then Buyer shall have made the Borrower AP
Payments.


30




ARTICLE
X




TERMINATION




Section
      10.1
            Termination




This
Agreement may be terminated and the Transactions may be abandoned at any time
prior to the Closing Date:




(a)         by
mutual written consent of Buyer and Lender;




(b)         by
Lender or Buyer, if the Closing shall not have become effective on or before
December 1, 2010 (the “Outside Date”);
provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall
not be available to any Party or Lender, as applicable, whose failure to fulfill
any obligation under this Agreement has been the cause of, or resulted in, the
failure of the Transactions to be consummated on or before the Outside
Date;




(c)         by
any Party or Lender, if any Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any Law or Order that is, in each case, then in
effect and is final and nonappealable and has the effect of making the
Transactions illegal or otherwise preventing or prohibiting consummation of the
Transactions; provided, however, that the
right to terminate this Agreement under this Section 10.1(c) shall
not be available to any Party or Lender whose failure to fulfill any obligation
under this Agreement has been the cause of, or resulted in, any such Law or
Order to have been enacted, issued, promulgated, enforced or
entered;




(d)         by
Buyer (if Buyer is not in material breach of any of its representations,
warranties, covenants, conditions or agreements under this Agreement), if there
has been a material breach by Lender of its representations, warranties,
covenants, conditions or agreements contained in this Agreement, or if any
representation or warranty of Lender shall have become inaccurate, in either
case that would result in a failure of a condition set forth in Section 9.2(a) or
Section
9.2(b);




(e)         by
Buyer (if Buyer is not in material breach of any of its representations,
warranties, covenants, conditions or agreements under this Agreement), if there
has been a material breach by any Borrower Party of any of such Borrower Party’s
representations, warranties, covenants, conditions or agreements contained in
this Agreement, or if any representation or warranty of any Borrower Party shall
have become inaccurate, in either case that would result in a failure of a
condition set forth in Section 9.2(a) or
Section
9.2(b);




(f)         
by Lender (if Lender is not in material breach of any of its representations,
warranties, covenants, conditions or agreements under this Agreement), if there
has been a material breach by Buyer or Borrower of any of their respective
representations, warranties, covenants, conditions or agreements contained in
this Agreement (or in the case of Buyer if there has been any breach of its
representations, warranties, covenants, conditions or agreements under the ICG
Participation Agreement) or if any representation or warranty of Buyer or
Borrower shall have become inaccurate, in either case that would result in a
failure of a condition set forth in Section 9.3(a)or
Section
9.3(b);


31




(g)         by
Buyer or Lender, if Lender has complied with the terms of Article XI, and has
entered into an agreement with a third party to purchase all or substantially
all of the Purchased Assets; or




(h)         By
Lender, if (i) it shall have received a Competing Offer at the Auction, without
regard to whether such Competing Offer is from a Qualified Bidder, (ii) it
intends to enter into a definitive agreement with respect to such Competing
Offer, and (iii) the conditions precedent to Buyer’s obligation to consummate
the Transactions set forth in Sections 9.2(g),
(h) or (p) have not
previously been satisfied or waived by Buyer.




Section
      10.2
            Effect
      of Termination




(a)         In
the event of the termination of this Agreement pursuant to Section
10.1, this Agreement shall forthwith become void, and there shall be no
liability on the part of any Party hereto or Lender or any of their respective
Affiliates or the directors, officers, partners, members, managers, employees,
agents or other representatives of any of them, and all rights and obligations
of each Party hereto or Lender shall cease, except that nothing herein shall
relieve any Party or Lender from liability for any willful breach of this
Agreement.  Notwithstanding the foregoing, Sections
3.14, 4.6,
5.4,
8.3,
10.1(g),
10.2,
11.2,
12.6,
12.9,
and 12.10
shall survive the termination of this Agreement.  Notwithstanding
anything to the contrary contained in this Agreement, nothing shall limit or
prevent any Party or Lender from exercising any rights or remedies it may have
under Section
12.9 hereof in lieu of terminating this Agreement pursuant to Section
10.1.




ARTICLE
XI




CONDUCT OF
ARTICLE 9 PUBLIC SALE




Section
      11.1
            Public
      Sale




(a)    
     At 10:00 a.m. local time on November 30, 2010, a
public auction of the Purchased Assets (the “Auction”) shall occur
at location to be reasonably determined by Lender and Buyer.




(b)    
     Any Person (other than Buyer) that wishes to
submit a competing bids for the Purchased Assets at the Auction (each, a “Competing Offer”)
must comply with each of the following requirements:




(i)        Any
Person wishing to submit a Competing Offer must become a “Qualified Bidder”
prior to the commencement of the Auction by executing a confidentiality
agreement in the form attached hereto as Exhibit I and by
demonstrating to Lender’s sole satisfaction evidence of committed financing or
other ability to consummate its Competing Offer;




(ii)       Each
Competing Offer must be submitted in a writing, and must include a contract in
the form of the Competing Offer Agreement, signed by the Qualified Bidder and
identifying all terms and conditions of such Competing Offer.  If the
Competing Offer includes non-cash consideration, the Qualified Bidder must also
indicate such Qualified Bidder’s opinion as to such consideration’s cash
equivalent and the methodology used in deriving such amount;


32




(iii)      Each
Qualified Bidder must make a cash deposit (each, a “Sale Deposit”) with
Lender prior to the commencement of the Auction in the amount of $450,000, of
which, $50,000 shall constitute the Breakup Fee (as defined below), which amount
shall be held in escrow for the sole benefit of Buyer;




(iv)      Each
Competing Offer shall remain open and irrevocable until the closing of the
relevant transaction pursuant to the Final Accepted Offer (defined
below);




(v)       A
Competing Offer will not be considered to be a higher or better offer for the
Purchased Assets unless the proposed purchase price of the Purchased Assets
provides for aggregate consideration (including cash and non-cash consideration)
of at least the Purchase Consideration, plus
the sum of (1) the Breakup Fee and (2) $250,000, and payment of the Obligation
pursuant to Section
2.3(e) must be in cash payable at Closing(the “Competing Offer Minimum
Purchase Consideration”).




(c) 
    Subsequent overbids in excess of the Competing Offer
Minimum Purchase Consideration shall be in an amount of at least $50,000 in
excess of the prior bid.  The only parties who will be permitted to
bid at the Auction are authorized representatives of Buyer and each Qualified
Bidder physically present at the Auction.  Copies of each Competing Offer
(including the conversion of non-cash consideration into cash equivalent and the
methodology used in deriving same) must be provided to Buyer and each other
Qualified Bidder at the Auction.  To facilitate a deliberate and
orderly consideration of the Competing Offers,
Lender may adjourn the Auction at any time and from time to time and may conduct
multiple rounds of bidding.




(d)  
   At the conclusion of the Auction, Lender shall select the
offer that Lender determines in its sole and absolute discretion to represent
the highest and best value for the Purchased Assets, taking into account all
relevant factors (such offer, the “Final Accepted
Offer”).  If for any reason the party submitting the Final
Accepted Offer fails to consummate its purchase of the Purchased Assets (or any
part thereof), such party shall forfeit its Sale Deposit to Lender and the party
submitting the next highest and best bid for the Purchased Assets shall
automatically be deemed to have submitted the Final Accepted Offer.




Section
      11.2
            Payment
      of Breakup Fee




Upon the
(i) consummation of a sale of the Purchased Assets to any third party, or (ii)
the termination of any definitive agreement with respect to such transaction, in
either case within eighteen (18) months of the date hereof, the fifty thousand
dollars ($50,000) (the “Breakup
Fee”) shall be immediately released from escrow and paid to Buyer upon
instructions from Buyer.  The Parties and Lender agree that the
Breakup Fee shall be the full and liquidated damages of Buyer arising out of any
termination of this Agreement by Lender or Buyer under Section
10.1(g), and the Breakup Fee shall be paid to Buyer on the closing date
of such sale.  The provisions of this Section
11.2 shall survive any termination of this Agreement pursuant to Section
10.1(g).


33




ARTICLE
XII




GENERAL
PROVISIONS




Section
      12.1
            Survival
      of Representations and Warranties;
  Disclosure




The
representations and warranties made by the Borrower Parties in Article
III of this Agreement shall survive until the date that is 15 months
after the Closing Date; provided,
however
that the representations and warranties made by the Borrower Parties in Section
3.13 hereof shall terminate when the applicable statutes of limitations
with respect to the liabilities in question expire (after giving effect to any
extensions or waivers thereof), plus thirty (30) days.  The
representations and warranties made by Buyer in Article
V of this Agreement shall survive until the date that is 15 months after
the Closing Date.  The representations and warranties made by Lender
in Article
IV of this Agreement shall survive until the date that is 15 months after
the Closing Date.  Disclosure by any Party in any section of its
disclosure schedule shall be deemed disclosure with respect to all applicable
sections so long as it is readily apparent from the context that the disclosure
in one section is also applicable to such other sections.




Section
      12.2
            Notices




All
notices and other communications under this Agreement shall be in writing and
shall be deemed given (a) when delivered personally by hand (with written
confirmation of receipt) or (b) one Business Day following the day sent by
nationally-recognized overnight courier (with written confirmation of receipt),
in each case at the following addresses (or to such other address as a Party or
Lender may have specified by notice given to the other Party or Lender pursuant
to this provision):




(a)          If
to Lender:




North
Mill Capital LLC


c/o
Monitor Clipper Partners


Two Canal
Park, Fourth Floor


Cambridge,
MA 02141


Telephone:
(609) 917-6200


Attention:  Jeffrey
Goldrich




with a
copy to:




Okin,
Hollander & Deluca, L.L.P.


One
Parker Plaza


Fort Lee,
NJ 07024


Telephone:  (201)
947-7500


Attention:  Paul
S. Hollander, Esq.


34




(b)          If
to Buyer:




Corporate
Resource Services, Inc.


160
Broadway, 11th
Floor


New York,
NY  10038


Telephone:
(212) 346-7960


Attention:  Jay
Schecter




with a
copy to:




Bryan
Cave LLP


1290
Avenue of the Americas


New York,
New York  10104


Telephone:
(212) 541-2000


Attention:  Kenneth
L. Henderson, Esq.




(c)          If
to the Borrower Parties:




Todtman,
Nachamie, Spizz & Johns, P.C.


425 Park
Avenue


New York,
New York 10022


Telephone:
(212) 754-9400


Attention:  Alex
Spizz, Esq.




Any
notice or other communication that has been given or made as of a date that is
not a Business Day shall be deemed to have been given or made on the next
succeeding day that is a Business Day.




Section
      12.3
            Headings




The
headings contained in this Agreement and the disclosure schedules are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement or the disclosure schedules.  Unless
the context of this Agreement otherwise requires, words of any gender are deemed
to include each other gender and words using the singular or plural number also
include the plural or singular number, respectively.




Section
      12.4
            Entire
      Agreement




This
Agreement, together with the exhibits and schedules attached hereto, any other
agreement or certificates delivered pursuant hereto constitute the entire
agreement, and supersede all prior agreements and undertakings, both written and
oral, between the Parties hereto and Lender with respect to the subject matter
hereof, except with respect to the Loan Documents as between Lender and the
Borrower Parties.


35


Section
      12.5
            Assignment;
      Parties in Interest




Neither
this Agreement nor any rights or obligations hereunder shall be assigned by any
Party without the prior written consent of the other Party.  This
Agreement shall be binding upon and inure solely to the benefit of each Party
hereto and Lender and their respective successors and permitted assigns, and
nothing in this Agreement, express or implied, is intended to confer upon any
other Person any rights or remedies of any nature whatsoever under this
Agreement, other than Article
XI hereof (which are intended to be for the benefit of the Persons
covered thereby and may be enforced by such Persons); provided that Rosenthal
shall be a third party beneficiary with respect to any right or interest
applicable to it hereunder.




Section
      12.6
            Governing
      Law; Consent to
Jurisdiction




This
Agreement shall be governed by, and construed in accordance with, the Laws of
the State of New York applicable to contracts executed in and to be performed
entirely in that State, without regard to conflicts of Laws principles thereof
to the extent that the general application of the Laws of another jurisdiction
would be required thereby.  The Parties hereto and Lender hereby
irrevocably submit to the jurisdiction of any state or federal court sitting in
the County of New York, State of New York, in any action or proceeding arising
out of or relating to this Agreement, and the Parties and Lender hereby
irrevocably agree that all claims in respect of such action or proceeding may be
heard and determined exclusively in such state or federal court.  The
Parties hereto and Lender hereby irrevocably waive, to the fullest extent
permitted by Law, any objection which they or any of them may now or hereafter
have to the laying of the venue of any such action or proceeding brought in any
such court, and any claim that any such action or proceeding brought in any such
court has been brought in an inconvenient forum.  EACH PARTY AND
LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY AND
LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
HEREOF.




Section
      12.7
            Counterparts




This
Agreement may be executed and delivered (including by facsimile transmission or
..pdf) in one or more counterparts, and by the parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same
agreement.




Section
      12.8
            Severability




In case
any provision in this Agreement shall be held invalid, illegal or unenforceable
in a jurisdiction, such provision shall be modified or deleted, as to the
jurisdiction involved, only to the extent necessary to render the same valid,
legal and enforceable, and the validity, legality and enforceability of the
remaining provisions hereof shall not in any way be affected or impaired thereby
nor shall the validity, legality or enforceability of such provision be affected
thereby in any other jurisdiction.




Section
      12.9
            Specific
      Performance




(a)          The
Parties hereto and Lender agree that time is of the essence of the Transactions
and if the Closing shall not have occurred on or before the Outside Date, Buyer
shall be entitled to seek specific enforcement of the terms and provisions of
this Agreement against the breaching party, unless Buyer’s failure to fulfill
any obligation under this Agreement has been the cause of, or resulted in, the
failure of the Transactions to be consummated on or before the Outside
Date.


36




(b)         The
Parties and Lender hereto further agree that irreparable damage would occur in
the event that the provisions of Sections 6.3, 8.3, and 8.8 were not
performed in accordance with their specific terms or were otherwise
breached.  Accordingly, the Parties and Lender further agree that
Buyer shall be entitled to seek an injunction or restraining order to prevent
breaches of these sections and to seek to enforce specifically the terms and
provisions thereof, this being in addition to any other right or remedy to which
Buyer may be entitled under this Agreement, at law or in equity.




Section
      12.10
            Fees
      and Expenses




Except as
otherwise expressly provided herein, all fees, costs and expenses incurred in
connection with this Agreement and the Transactions shall be paid by the Party
incurring the same, regardless of the termination, if any, of this Agreement
pursuant to Section
10.1.  Notwithstanding the foregoing, any costs and expenses
incurred by Lender hereunder and any transactions contemplated hereunder shall
become Obligations under the Financing Agreement and Borrower shall indemnify
Lender for such fees and expenses.




Section
      12.11
            Amendment




This
Agreement may not be modified, amended, altered or supplemented except upon the
execution and delivery of a written agreement executed by the Borrower Parties,
Buyer and Lender (with respect to any provision applicable to them); and,
although not a party to this Agreement, Rosethal, if the proposed modification,
alteration or supplement would affect Rosenthal and any of its rights or
interests.




Section
      12.12
            Waiver




At any
time prior to the Closing Date, any Party hereto or Lender may (a) extend the
time for the performance of any of the obligations or other acts of the other
Party hereto or Lender, (b) waive any inaccuracies in the representations and
warranties contained herein or in any document delivered pursuant hereto and (c)
waive compliance with any of the agreements or conditions contained
herein.  Any such extension or waiver shall be valid if set forth in
an instrument in writing signed by the Parties hereto and Lender.  The
failure of any Party hereto or Lender to assert any of its rights hereunder
shall not constitute a waiver of such rights.




ARTICLE
XIII




CERTAIN
DEFINITIONS




For
purposes of this Agreement, the term:




“Action” shall have
the meaning ascribed to it in Section
3.6.




“Auction” shall have
the meaning ascribed to it in Section
11.1(a)


37




“Affiliate” of a
Person means a Person that directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is under common Control with, the
first mentioned Person.




“Agreement” shall have
the meaning ascribed to it in the Preamble.




“Article 9” shall have
the meaning ascribed to it in the Recitals.




“Article 9 Sale” shall
have the meaning ascribed to it in Section
1.2.




“Assignment and Assumption
Agreement” shall have the meaning ascribed to it in Section
9.2(i).




“Assumed Contracts”
shall have the meaning ascribed to it in Section
2.1(d).




“Assumed Liabilities”
shall have the meaning ascribed to it in Section
2.3.




“Bill of Sale” shall
have the meaning ascribed to it in Section
2.6(b)(i).




“Borrower” shall have
the meaning ascribed to it in the Preamble.




“Borrower AP Payments”
shall have the meaning ascribed to it in Section
2.3(c).




“Borrower Disclosure
Schedule” means the disclosure schedule delivered by Borrower and
attached hereto and made a part hereof.




“Borrower Employee
Plans” shall have the meaning ascribed to it in Section
3.6.




“Borrower Employees”
shall have the meaning ascribed to it in Section
3.11(a).




“Borrower Membership
Interests” shall have the meaning ascribed to it in the
Recitals.




“Borrower Organizational
Documents” shall have the meaning ascribed to it in Section
3.3.




“Borrower Party” shall
have the meaning ascribed to it in the Preamble.




“Borrower Party Material
Adverse Effect” means a material adverse effect on (A) the Business or
the Purchased Assets or (B) the ability of the Borrower Parties to consummate
the Transactions, except in each case for any such effect resulting from,
arising out of or relating to (i) general economic conditions in the United
States of America or changes therein which affects the business of the temporary
and permanent placement of employees generally and not the Borrower in
particular; (ii) national or international political conditions, including any
engagement in or escalation of hostilities, pursuant to the declaration of a
national emergency or war, or the occurrence of any military or terrorist
attack; or (iv) the taking of any action by Buyer or any of its
Affiliates.




“Borrower Permits”
shall have the meaning ascribed to it in Section
3.7.


38




“Business” means the
business Borrower is engaged in, consisting of the temporary and permanent
placement of employees in the light industrial industry and translation and
interpreting services.




“Business Day” means
any calendar day which is not a Saturday, Sunday or federal
holiday.




“Business Records”
shall have the meaning ascribed to it in Section
2.1(c).




“Buyer” shall have the
meaning ascribed to it in the Preamble.




“Buyer Disclosure
Schedule” shall have the meaning ascribed to it in the preamble to Article
V.




“Closing” shall have
the meaning ascribed to it in Section
2.6(a).




“Closing Date” shall
have the meaning ascribed to it in Section
2.6(a).




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




“Collateral” shall
have the meaning ascribed to it in the Financing Agreement.




“Commission Agreement”
means that certain Commission Agreement, dated October 23, 2009, among Borrower
and the Members.




“Competing Offer”
shall have the meaning ascribed to it in Section
11.1(b).




“Competing Offer
Agreement” means that form of agreement to be revised and submitted with
a Competing Offer by a Qualified Bidder, to be in a form reasonably agreed by
Buyer and Lender on or before November 16, 2010.




“Competing Offer Minimum
Consideration” shall have the meaning ascribed to it in Section
11.1(b).




“Consents” shall have
the meaning ascribed to it in Section
8.7.




“Control” (including
the terms “Controlled by” and “under common Control with”) means the possession,
directly or indirectly or as trustee or executor, of the power to direct or
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, as trustee or executor, by contract or
credit arrangement or otherwise.




“Designated Events of
Default” shall have the meaning ascribed to it in the
Recitals.




“Employee Assets”
shall have the meaning ascribed in Section
2.1(b).




“Employment
Agreements” shall have the meaning ascribed to it in Section
9.2(g).


39


“Encumbrance” means
any charge, claim, community property interest, condition, easement, covenant,
warrant, demand, encumbrance, equitable interest, lien, deed of trust, mortgage,
option, purchase right, pledge, hypothecation security interest, right of first
refusal or other right of third parties or restriction of any kind, including
any restriction on use, voting, transfer, receipt of income or exercise of any
other attribute of ownership, the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement or any
purchase option, call or similar right.




“ERISA” shall have the
meaning ascribed to it in Section
3.7.




“Events of Default”
shall have the meaning ascribed to it in the Financing Agreement.




“Exchange Act” shall
have the meaning ascribed to it in Section
3.4.




“Excluded Assets”
shall have the meaning ascribed to it in Section
2.2.




“Excluded Liabilities”
shall have the meaning ascribed to it in Section
2.4.




“Execution Date” shall
have the meaning ascribed to it in the Preamble.




“Final Accepted Offer”
shall have the meaning ascribed to it in Section
11.1(c).




“Financing Agreement”
shall have the meaning ascribed to it in the Recitals.




“Fixed Assets” shall
have the meaning ascribed to it in Section
2.1(a).




“GAAP” means United
States generally accepted accounting principles consistently
applied.




“Governmental
Authority” means any United States federal, state or local government,
governmental, regulatory or administrative authority, agency, self-regulatory
body, instrumentality or commission, and any court, tribunal or judicial or
arbitral body (including private bodies) and any political or other subdivision,
department or branch of any of the foregoing.




“ICG Participation
Agreement” shall have the meaning ascribed to it in Section
4.4.




“Individual Notice”
shall have the meaning ascribed to it in Section
7.4.




“Intellectual
Property” means all rights of Borrower in and to (a) patents, patent
applications and patent disclosures, together with all reissuances,
continuations, continuations in part, revisions, extensions, reexaminations,
provisionals, divisions, renewals, revivals, and foreign counterparts thereof
and all registrations and renewals in connection therewith, (b) trademarks,
service marks, trade dress, logos, trade names and corporate names and other
indicia of origin and corporate branding, assumed names and dbas, together with
all translations, adaptations, derivations and combinations thereof and
including all goodwill associated therewith, and all applications, registrations
and renewals in connection therewith, (c) works of authorship, copyrightable
works, copyrights and all applications, registrations and renewals in connection
therewith, (d) mask works and all applications, registrations and renewals in
connection therewith, (e) trade secrets, inventions and confidential business
information (including ideas, research and development, know-how, formulas,
compositions, manufacturing and production processes and techniques, technical
data, designs, drawings, specifications, customer and supplier lists, pricing
and cost information, business and marketing plans and proposals, assembly,
test, installation, service and inspection instructions and procedures,
technical, operating and service and maintenance manuals and data, hardware
reference manuals and engineering, programming, service and maintenance notes
and logs), (f) Internet addresses, uniform resource locaters, domain names,
Websites and Web pages, (g) any and all other intellectual property and
proprietary rights, (h) company-wide telephone numbers and (i) goodwill related
to all of the foregoing, in each case to the extent used or useful in the
operation of the Business or related to the Purchased Assets.


40




“IRS” shall have the
meaning ascribed to it in Section
3.6.




“knowledge” means,
with respect to Borrower, the knowledge of Mr. Goldstein and Mark
Weiss.




“Laws” means any
federal, state or local statute, law, rule, ordinance, code or regulation of any
Governmental Authority.




“Lender” shall have
the meaning ascribed to it in the Preamble.




“Lender
Parties” shall have the meaning ascribed to it in Section
1.1(b).




“Lender Rights” shall
have the meaning ascribed to it in the Recitals.




“Lender Disclosure
Schedule” means the disclosure schedule delivered by Lender and attached
hereto and made a part hereof.




“Loan Documents” shall
have the meaning ascribed to it in Section
4.4.




“Loans” shall have the
meaning ascribed to it in the Recitals.




“Members” shall have
the meaning ascribed to it in the Preamble.




“Members Stock” shall
have the meaning ascribed to it in the Recitals.




“Mr. Goldstein” shall
have the meaning ascribed to it in the Preamble.




“Multiemployer Plan”
shall have the meaning ascribed to it in Section
3.6.




“Multiple Employer
Plan” shall have the meaning ascribed to it in Section
3.6.




“New Commission
Agreement” shall have the meaning ascribed to it in Section
2.3(d).




“Non-Compete
Agreement” shall have the meaning ascribed to it in Section
9.2(q).




“Obligations” shall
have the meaning ascribed to it in the Financing Agreement.




“Order” shall have the
meaning ascribed to it in Section
3.6.




“Outside Date” shall
have the meaning ascribed to it in Section
10.1(b).


41




“Parties” shall have
the meaning ascribed to it in the Preamble.




“Permits” means
permits, certificates, licenses, approvals and other authorizations from
Governmental Authorities.




“Person” means an
individual, corporation, partnership, limited liability company, association,
trust, unincorporated organization or other entity.




“Published Notice”
shall have the meaning ascribed to it in Section
7.4.




“Purchase
Consideration” shall have the meaning ascribed to it in Section
2.5(a).




“Purchased Assets”
shall have the meaning ascribed to it in Section
2.1.




“Qualified Bidder”
shall have the meaning ascribed to it in Section 11.1(b), and
shall be deemed to include Buyer.




“Representatives”
shall have the meaning ascribed to it in Section
8.8.




“Restrictive
Covenants” shall have the meaning ascribed to it in Section
6.3(c).




“Restricted Period”
shall have the meaning ascribed to it in Section
6.3(a).




“Restricted
Territories” means New York, New Jersey, Pennsylvania, Connecticut, the
District of Columbia and Florida.




“Return” means, with
respect to Taxes, any report, return, statement, estimate, declaration, form or
other information required to be supplied to a Governmental Authority in
connection with Taxes.




“Rosenthal” means
Rosenthal & Rosenthal, Inc., a New York corporation.




“Rosenthal Payment
Schedule” shall have the meaning ascribed to it in Section
2.3(d).




“Sale Deposit” shall
have the meaning ascribed to it in Section
11.1(b).




“Second Amendment”
shall have the meaning ascribed to it in the Recitals.




“Segue” shall have the
meaning ascribed to it in the Preamble.




“Subject Collateral”
shall have the meaning ascribed to it in the Recitals.




“Subsidiary” means any
Person with respect to which a specified Person directly or indirectly
(A) owns a majority of the equity interests, (B) has the power to
elect a majority of that Person’s board of directors or similar governing body,
or (C) otherwise has the power, directly or indirectly, to direct the
business and policies of that Person.




“Summa” shall have the
meaning ascribed to it in the Recitals.


42




“TAI” shall have the
meaning ascribed to it in the Preamble.




“TANJ” shall have the
meaning ascribed to it in the Preamble.




“Tax” or “Taxes” means any and
all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind
(together with any and all interest, penalties, additions to tax and additional
amounts imposed with respect thereto) imposed by any Governmental Authority,
including:  taxes or other charges on or with respect to income,
franchise, windfall or other profits, gross receipts, property, sales, use,
equity interests, payroll, employment, social security, workers’ compensation,
unemployment compensation or net worth; taxes or other charges in the nature of
excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes;
license, registration and documentation fees; and customers’ duties, tariffs and
similar charges.




“Transactions” shall
have the meaning ascribed to it in Section
3.2.




“Tri-State” means
Tri-State Employment Services, Inc., an affiliate of Buyer.




“TSS” shall have the
meaning ascribed to it in the Preamble.




“UCC” means the
Uniform Commercial Code, as in effect from time to time, of the State of New
York or of any other state the laws of which are required as a result thereof to
be applied in connection with the issue of perfection of security
interests.




[Signature page
follows]


43


IN WITNESS WHEREOF, each of
the Parties hereto and Lender has caused this Agreement to be duly executed as
of the date first written above.




NORTH
      MILL CAPITAL, LLCBy:
              /s/  Jeffrey
      GoldrichName:
              Jeffrey
      GoldrichTitle:
              President




INTEGRATED
      CONSULTING GROUP OF NY LLCBy:
              /s/  Eric
      GoldsteinName:
              Eric
      GoldsteinTitle:
              President




TUTTLE
      AGENCY OF NEW JERSEY, INC.
                THE
      TUTTLE AGENCY INC.
                TUTTLE
      SPECIALTY SERVICES INC.
                SEGUE
      SEARCH OF NEW JERSEY INC.By:
              /s/  Eric
      GoldsteinName:
              Eric
      GoldsteinTitle:
              President
      of each of the
                foregoing
      entities




/s/  Eric
      GoldsteinERIC GOLDSTEIN,
      individually




[Signature
Page to Foreclosure and Asset Purchase Agreement]





INTEGRATED
      CONSULTING GROUP, INC.By:
              /s/  Jay
      H. SchecterName:
              Jay
      H. SchecterTitle:
              Chief
      Executive Officer





[Signature
Page to Foreclosure and Asset Purchase Agreement]