EXHIBIT 10(ii)(i)

     

    AIRCRAFT PURCHASE
AGREEMENT

     

    THIS
AIRCRAFT PURCHASE AGREEMENT is dated as of March 17, 2009 (the “Effective Date”)
among POMEROY IT SOLUTIONS SALES COMPANY, INC., a Delaware corporation and
POMEROY SELECT INTEGRATION SOLUTIONS, INC., a Delaware corporation (each a
“Seller” and collectively, the “Sellers”) and M.G.A. 546 Leasing Corp., a
Delaware corporation (“Buyer”) (the “Agreement”).

     

    RECITALS:

     

    A.           Sellers
are the owner of the Aircraft (as defined below);

     

    B.           Sellers
and Buyer desire to enter into an agreement for the sale of such Aircraft by
Sellers to Buyer.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements set forth herein and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as
follows:

     

    1.           SALE
OF AIRCRAFT.  Subject to the conditions and on the basis of the
representations and warranties set forth in this Agreement, at the Closing (as
defined below), each Seller agrees to sell, convey, transfer, assign and deliver
to Buyer, and Buyer agrees to purchase and acquire from Sellers, for the
Purchase Price (as defined below), all of Sellers’ right, title and interest in
and to that certain 2006 RAYTHEON AIRCRAFT COMPANY HAWKER 850XP aircraft,
bearing Serial Number 258753 and Registration Number N805M, together with all
engines, avionics, documents (including the Aircraft Documents) and equipment
thereto, as more particularly described on Exhibit “A” hereto,
(collectively, the “Aircraft”).   Upon
execution and delivery of this Agreement, Sellers shall provide notice to
SunTrust Equipment Finance & Leasing Corp. (“SunTrust”) terminating the
Aircraft Lease Agreement to which the Aircraft is subject and shall use
commercially reasonable efforts to cause SunTrust to execute and deliver such
documents and instruments and to take such further actions as are reasonably
necessary to evidence such termination.

     

    2.           INSPECTION
& ACCEPTANCE

     

    2.1           Seller
shall make the Aircraft available to Buyer, beginning on or about March 18, 2009
at the Hawker Beechcraft Service Center at Tampa International Airport (TPA),
Tampa, Florida (the “Inspection Facility”) to enable Buyer to determine that the
Aircraft and all of its parts, components and systems comply with the
requirements of this Agreement, in that with all systems, cabin, galley,
avionics and components airworthy and functioning normally and within the
parameters and tolerances specified by the manufacturer(s), and with all
applicable FAA Airworthiness Directives and mandatory service bulletins complied
with and current through the date of Closing.  The flat rate cost of
the pre-purchase inspection (the “Pre-Purchase Inspection”), the scope of which
shall be identified in Exhibit B, shall be at Buyer’s pre-paid expense, and
shall commence upon arrival of the Aircraft at the Inspection
Facility.  The Pre-Purchase Inspection shall be conducted in
accordance with generally accepted industry standards. Buyer shall accept or
reject the Aircraft within three (3) business days following its receipt of the
Inspection Facility’s report of the discrepancies as a result of the
Pre-Purchase Inspection.

     

    (A)           If
Buyer finds the Aircraft unacceptable, Buyer will notify Seller in writing that
the Aircraft is unacceptable, withdraw the Deposit from Escrow, and this
Agreement shall have no further force or effect.

     

    (B)           If
Buyer finds the Aircraft acceptable, Buyer will notify Seller in writing of its
technical acceptance of the Aircraft in the form of Exhibit C, Aircraft
Technical Acceptance Notification.   A copy of the executed
Exhibit C shall be forwarded to the Escrow
Agent to make the Deposit nonrefundable.   Buyer’s acceptance of
the Aircraft shall include a list of airworthiness discrepancies which must be
rectified and performed in order for the Aircraft to comply with the terms and
conditions of this Agreement. Upon receipt of the executed Exhibit C Seller will at its expense cause the Inspection
Facility to repair all airworthiness discrepancies (the “Discrepancies”) which
render the Aircraft in non-compliance with the terms of this Agreement; provided, however, that within three (3) business days
following receipt of such list of airworthiness discrepancies, Seller may
terminate this Agreement in which case, the Deposit shall be refunded to Buyer,
Seller shall reimburse the Buyer the flat rate cost of the Inspection in the sum
of US$20,450, and this Agreement shall have no further force or
effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (C)           If
Seller is not in receipt of the Aircraft Technical Acceptance Notification or
written notice of rejection of the Aircraft within the allotted three (3) business days following completion of the
Pre-Purchase Inspection, this Agreement shall become null and void and the
Deposit shall be refunded to the Buyer.

     

    2.2           Following
Aircraft return-to-service, the Seller shall conduct a one-hour pre-closing test
flight of the Aircraft (at Buyer’s expense for fuel), with not more than three
of Buyer’s representatives aboard, to confirm that the Aircraft is in Delivery
Condition (the “Test Flight”). Notwithstanding the
presence of Buyer’s representatives, Seller and Seller’s pilots shall be in
operational control of the Aircraft at all times prior to, during and
immediately following such Test Flight.  If the Aircraft is not
in substantially the same condition as at the time
of the Pre-Purchase Inspection (other than correction or repair of any
identified airworthiness discrepancies), it will be returned to the
Inspection Facility for further repairs at Seller’s expense followed by another
Test Flight.

     

    3.           DELIVERY

     

    3.1           Delivery.  Sellers
shall cause, at Buyer’s sole cost and expense (for fuel and the hourly cost of
the maintenance program), the delivery of the Aircraft to Charlotte Douglas
International Airport (CLT) in South Carolina or another airport reasonably
acceptable to Sellers (the “Delivery”) on or
before 1:00 p.m. (Eastern Standard Time) on the later of April 30, 2009 or two
(2) business days following successful completion of the Test Flight (the date
of such Delivery, “Closing
Date”).  Sellers covenant and agree that the Aircraft shall be
delivered with (all of which shall constitute “Delivery
Condition”):

     

    (A)           a
United States Certificate of Airworthiness;

     

    (B)           all
engines, avionics and equipment, and substantially and materially in that
operating and physical condition, as existed at the expiration of the Inspection
Period;

     

    (C)           those
original log books, records, maintenance manuals, and flight manuals of the
Aircraft as existed at the time of the Inspection Period to the extent Sellers
have such documents in their possession, including but not limited to all
records relating or required to be maintained with respect to the Aircraft, all
airframe, engine, interior and accessory logbooks, weight and balance manuals,
equipment and system operating manuals,
overhaul records, maintenance records (with
complete FAA forms 8110-2, 8110-3, IFCA and STCs for all
installations), maintenance contracts, airframe and Aircraft component
warranties, engines warranties, avionics warranties, wiring diagrams, burn
certificates, type certificate documents, drawings, data, and all issued FAA
Form 337's, and any and all supporting technical documentation or other
technical information in Seller’s possession or under its control which relate
specifically to the Aircraft (e.g., any supplements to any of the foregoing and
all "yellow tag" or comparable documents associated with the Aircraft or any
part or component which requires original installation and/or life limitation
traceability), all of which shall be true, correct, and complete (the “Aircraft
Documents”);

     

    (D)            with
no title clouds, notations, liens and/or encumbrances, unless created by Buyer,
which warranty of clear title shall survive Closing and Aircraft
delivery;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (E)            with
Honeywell’s MSP power by the hour engines and auxiliary power unit maintenance
program in full force and effect, paid up and current through the date of
delivery, and transferable to Buyer upon Buyer’s payment of the program’s
administrative transfer fee; and

     

    (F)            with
the CAMP computerized maintenance program in full force and effect, paid up and
current through the date of delivery, and transferable to Buyer upon Buyer’s
payment of the program’s administrative transfer fee.

     

    4.           PURCHASE
PRICE; CLOSING

     

    4.1           Purchase
Price.  For and in consideration of the sale of the Aircraft by
Sellers to Buyer, Buyer shall pay to Sellers the aggregate amount of Eight
Million Two Hundred Thousand and 00/100 United States Dollars ($8,200,000) (the
“Purchase
Price”).

     

    4.2           Delivery of Purchase
Price.  On the Closing Date, Buyer shall deliver the Purchase
Price to the Escrow Agent’s (specified on Schedule 1) account.  Upon
the execution hereof, Buyer shall pay to the account of the Escrow Agent, the
amount of One Hundred Thousand and 00/100 United States Dollars ($100,000) (the
“Deposit”) to
be held and paid in accordance with the terms hereof.  All payments
required to be made hereunder shall be made by wire transfer of immediately
available funds to the applicable account.

     

    4.3           Closing
Deliverables.  On or before the Closing Date:

     

    (A)           Sellers
shall deliver to Buyer, or Escrow Agent (i) a Lease Termination executed by
Sellers and SunTrust and evidence of the termination of any international
interest in favor of SunTrust, (ii) an FAA Bill of Sale duly executed by
Sellers, (iii) such assignments as are reasonably necessary to transfer Sellers’
right and interest in the MSP service plan for the engines and the APU, in each
case, if presently enrolled and (iv) Sellers’ administrator’s or Professional User Entity’s consent for the purpose of registering Buyer’s
contract of sale interest in the Aircraft’s airframe and engines, and (v) such
other instruments and documents as are reasonably necessary and required by
Buyer to complete the transactions contemplated hereby, including, without
limitation, the execution of any and all documents required by any Governmental
Authorities to facilitate the transfer of the Aircraft; and

     

    (B)           Buyer
shall deliver to Sellers or the Escrow Agent (i) an FAA Registration Application
duly executed by Buyer or the Owner Trustee of a trust established by the Buyer,
(ii) an Acceptance Certificate substantially in the form of Exhibit B and (iii)
such other instruments and documents as are reasonably necessary and required by
Sellers to complete the transactions contemplated hereby, including, without
limitation, the execution of any and all documents required by any Governmental
Authorities to facilitate the transfer of the Aircraft and evidence of the
payment of, or exemption from the payment of, all amounts referred to in
Sections 4.5(A) and 8.1.

     

    4.4           On
the Closing date, Buyer shall acknowledge receipt and delivery of the Aircraft
and Seller and Buyer shall execute and deliver to each other a Delivery Receipt
in the form attached hereto as Exhibit D, at which time Buyer and Seller shall
ask the Escrow Agent to (i) transfer the Purchase Price, less Sellers’ share of
the Escrow Agent’s fees, to Seller; (ii) date and file the Lease Termination,
FAA Bill of Sale and any and all other documents necessary to convey good and
marketable title to the Aircraft to Buyer free and clear of any and all liens
and encumbrances, and (iii) register Buyer’s contract of sale interest in the
Aircraft’s airframe and engines (collectively, the “Closing”).

     

    4.5           Costs.  Costs
and expenses relating to the transactions contemplated by this Agreement shall
be borne and paid as follows:

     

    (A)           all
transfer taxes, registration fees, use and excise taxes, import or export taxes,
sales taxes, or any other similar taxes, if any, relating to the purchase and
sale of the Aircraft shall be borne and paid for solely by Buyer;

     

    (B)           all
fees and expenses of Escrow Agent shall be borne and paid for fifty percent by
Buyer and fifty percent by Sellers; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (C)           except
as otherwise specifically provided in this Agreement, Sellers and Buyer shall
each bear their own costs and expenses arising out of the negotiation,
preparation, execution, delivery and performance of this Agreement, including,
without limitation, any filing fees and costs of any Governmental Authority or
by the consummation of the transactions contemplated herein, including, without
limitation, legal and accounting fees and expenses.

     

    5.           SELLERS
DISCLAIMER OF WARRANTY

     

    EXCEPT AS
EXPRESSLY SET FORTH HEREIN, BUYER ACKNOWLEDGES THAT IT IS PURCHASING THE
AIRCRAFT IN AN “AS IS, WHERE IS” CONDITION AND SELLERS DO NOT MAKE, HAVE NOT
MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION,
EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE AIRCRAFT OR ANY
COMPONENT THEREOF, OR ANY ENGINE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS
TO CONDITION, AIRWORTHINESS, DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF
MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE
OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT.

     

    6.           SELLERS’
REPRESENTATION AND WARRANTIES

     

    6.1           Sellers’ Representation and
Warranties.  Each Seller hereby represents and warrants to
Buyer as of the Effective Date and as of the Closing Date that as to
itself:

     

    (A)           it
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has the power and authority to execute and
deliver, and perform its obligations under, this Agreement;

     

    (B)           this
Agreement and the transactions contemplated hereby have been duly authorized by
all necessary actions and this Agreement constitutes its valid and binding
obligation, enforceable in accordance with its terms;

     

    (C)           its
execution and delivery of, and performance of its obligations under, this
Agreement shall not (i) conflict with the Articles of Incorporation or by-laws
of such Seller, (ii) violate any Applicable Law, or (iii) either alone or with
the giving of notice or the passage of time, result in a material breath of, or
constitute a material default under, any of its material agreement, arrangement
or commitment;

     

    (D)           it
has not received actual notice of any action, suit, proceeding or claim
affecting the Aircraft, or affecting it and relating to or arising out of the
ownership, operation or use of the Aircraft, nor to its actual knowledge, has
any such action, suit, proceeding or claim been threatened or asserted;
and

     

    (E)           as
of the Closing Date, its interest in the Aircraft shall be conveyed by it to
Buyer free and clear of any liens, claims, encumbrances, pledges, mortgages and
security interests created by or arising through Sellers’ acts or omissions,
which representation and warranty will survive Closing and Aircraft
delivery.

     

    7.           BUYER’S
REPRESENTATIONS AND WARRANTIES.  Buyer hereby represents and warrants
to each Seller as of the Effective Date and as of the Closing Date
that:

     

    (A)           Buyer
is a  corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the power and authority
to execute and deliver, and perform its obligations under, this
Agreement;

     

    (B)           this
Agreement and the transactions contemplated hereby have been duly authorized by
all necessary actions of Buyer and this Agreement constitutes the valid and
binding obligation of Buyer, enforceable in accordance with its
terms;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (C)           Buyer’s
execution and delivery of, and performance of its obligations under, this
Agreement shall not (i) conflict with the Articles of Organization or the
Operating Agreement of Buyer, (ii) violate any Applicable Law, or (iii) either
alone or with the giving of notice or the passage of time, result in a material
breath of, or constitute a material default under, any material agreement,
arrangement or commitment of Buyer;

     

    (D)           the
Buyer is being given adequate access and opportunity to inspect, analyze and
evaluate the Aircraft, all documents, records and reports relating thereto (the
“Aircraft Documents”) and adequate access to conduct the Inspection and to
conduct other investigations that the Buyer has deemed necessary, and the Buyer
will close the transactions contemplated by this Agreement based on such
Inspection, analysis, evaluation and investigations and not in reliance (in
whole or in part) on any representation, warranty or covenant by the Sellers,
express or implied, that is not specifically set forth in this
Agreement;

     

    (E)           in
conjunction with its attorneys and advisors, the Buyer has made its own
independent evaluation of each aspect of the transactions contemplated by this
Agreement and the Aircraft, the Aircraft Documents, and the Inspection including
without limitation: (1) the existence of, title to, liens and encumbrances on,
physical condition of and the value of the Aircraft, and (2) the compliance of
the Aircraft with laws, ordinances, governmental rules and regulations, and
obligations owed to and conditions in favor of third-parties; and

     

    (F)           On
the Closing Date, BUYER WILL TAKE AND ACCEPT THE AIRCRAFT “AS IS” AND “WHERE
IS,” WITHOUT RECOURSE TO OR WARRANTY BY SELLERS, except the warranty of clear
title, which will survive Closing and Aircraft delivery.

     

    8.           TAXES

     

    8.1           Buyer
shall be responsible for any sales, use or similar transfer taxes (including all
penalties, interest or other charges thereon) assessed on the sale or delivery
of the Aircraft by Sellers to Buyer or on Buyer’s ownership or use of the
Aircraft after the Closing.  In the event applicable law requires a
seller of an aircraft to collect any such taxes from a buyer of an aircraft,
Buyer shall either timely remit to Sellers such taxes or provide to Sellers a
certificate of exemption incompliance with applicable law evidencing Buyer’s
exemption from such taxes.  If any such sales, use, or similar tax is
assessed against or imposed upon Sellers, Sellers shall promptly notify
Buyer.  Sellers shall permit Buyer, at its sole cost and expense, to
contest such tax and shall make reasonable efforts to cooperate with Buyer to
exercise such contest rights, provided Buyer fully indemnifies Sellers from any
and all loss or expense as a result of Buyer’s contest.

     

    9.           TERMINATION

     

    9.1           This
Agreement may be terminated only as follows: (i) by written agreement of Buyer
and Sellers at any time before the Closing Date; (ii) by Buyer, pursuant to
Section 2.1(A), or if the conditions
specified in Section 3.1 and/or Section 4.3(A) have not been waived by Buyer or
satisfied by the final date specified in Section 3.1 for the Closing Date or by Seller pursuant to Section 2.1(B); (iii)
by Sellers, if the conditions specified in Section 4.3(B) have not been waived
or satisfied by the final date specified in Section 3.1 for the Closing Date;
(iv) by either party, if the other party refuses to close the transactions on
the Closing Date or otherwise materially breaches its obligations under this
Agreement or (v) by either party if a Casualty Event (as defined below)
occurs.  As used herein, Casualty Event shall mean any of the
following events with respect to the Aircraft:  (A) loss of the
Aircraft or the use thereof due to theft, disappearance, destruction, damage
beyond economic repair or rendition of such Aircraft permanently unfit for use
for any reason whatsoever, (B) any damage to the Aircraft, or (C) the
condemnation, confiscation, appropriation or seizure of, or requisition of title
to the Aircraft or the use of the Aircraft by or on the authority of any
governmental authority or purported governmental authority.

     

    9.2           If
this Agreement is terminated by either or both parties pursuant to Section 2.1
or clauses (i), (ii) or (v) of Section 9.1, then the Deposit, plus any interest
accrued thereon, shall be returned to Buyer within one (1) business day, and
neither party shall have any further obligations under this Agreement to the
other.  If Buyer is not then in default (other than a default that
arises as a result of or in connection with a preceding default by Sellers) and
this Agreement is terminated by Buyer pursuant to clause (iv) of Section 9.1,
then the Deposit, plus any interest accrued thereon, shall be returned to Buyer
within one (1) business day, without prejudice to Buyer’s right to pursue any
other available remedy.  If Sellers are not then in default (other
than a default that arises as a result of or in connection with a preceding
default by Buyer) and this Agreement is terminated by Sellers pursuant to clause
(iii) or (iv) of Section 9.1, then the Deposit, plus any interest accrued
thereon, shall be retained by Sellers as liquidated damages but not as a
penalty, which shall be Sellers’ sole and exclusive remedy for Buyer’s breach of
this Agreement.  Buyer and Sellers agree that the damages that would
be suffered if Buyer defaults in its obligation to close the transactions as
provided under this Agreement would be extremely difficult and impractical to
ascertain, and that the Deposit represents the parties’ reasonable estimate of
the amount of the damages that Sellers would suffer by reason of such a
default.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.           INDEMNIFICATION

     

    10.1           Sellers’ Indemnification of
Buyer.

     

    (A)           Buyer’s
Claim.  Subject to the terms and conditions of this Article 10,
for a period of six (6) months from and after the Closing, each
Seller  hereby agrees to indemnify, defend and hold harmless Buyer and
its Affiliates (as defined below), officers, directors, managers, agents,
representatives, contractors, subcontractors or employees (collectively, “Buyer Indemnitees”),
from, against, for and in respect of any and all claims, losses, expenses,
obligations, liabilities, liens, demands, charges, litigation and judgments,
including, without limitation, court costs and reasonable attorneys’ fees (a
“Claim”),
arising directly or indirectly from:

     

    (i)           such
Seller’s fraudulent or grossly negligent inaccuracy in any representation or
warranty of such Seller contained in or made pursuant to this Agreement, or the
breach by such Seller of any covenant or agreement made in or pursuant to this
Agreement;

     

    (ii)           pursuant
to the terms of Section 4.4 hereof, such Seller’s failure to
pay  those costs to be borne by such Seller; and

     

    (iii)           pursuant
to the terms of Section 11.8 hereof, such Seller’s failure to pay the brokers’
or agents’ fees that are the responsibility of such Seller.

     

    (B)           Defense of a
Claim.  Buyer shall notify the applicable Seller of any Claim
and such Seller may and, upon Buyer’s request, shall, at such Seller’s sole cost
and expense, defend such Claim, or cause the same to be defended by counsel
designated by such Seller and reasonably approved by Buyer.

     

    (C)           Limitation on Sellers’
Indemnification Obligations.  Each Seller’s obligations
pursuant to the provisions of this Section 10.1 are limited by, and Buyer
Indemnitees shall not be entitled to recover under this Section
10.1:

     

    (i)           if
a Claim has not been asserted by notice, specifying the details of the alleged
cause of such Claim, and delivered to the applicable Seller on or prior to the
date six (6) months after the Closing Date;

     

    (ii)           with
respect to a fraudulent or grossly negligent inaccuracy in any representation or
warranty of such Seller contained herein, if at or before the Closing Date,
Buyer Indemnitees had actual knowledge thereof; or

     

    (iii)           to
the extent the subject matter of the Claim is covered by insurance.

     

    10.2           Buyer’s Indemnification of
Sellers.

     

    (A)           Seller’s
Claim.  Subject to the terms and conditions of this Article 10,
for a period of six (6) months from and after the Closing, Buyer hereby agrees
to indemnify, defend and hold harmless each Seller and its Affiliates, officers,
directors, managers, agents, representatives, contractors, subcontractors or
employees (collectively “Seller Indemnitees”)
from, against, for and in respect of any and all Claims arising directly or
indirectly from:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i)           Buyer’s
fraudulent or grossly negligent inaccuracy in any representation or warranty of
Buyer contained in or made pursuant to this Agreement, or the breach by Buyer of
any covenant or agreement made in or pursuant to this Agreement;

     

    (ii)           pursuant
to the terms of Sections 4.4 and 8.1 hereof, Buyer’s failure to pay those costs
to be borne by Buyer; and

     

    (iii)           pursuant
to the terms of Section 11.8 hereof, Buyer’s failure to pay those brokers’ or
agents’ fees, if any, that are the responsibility of Buyer.

     

    (B)           Defense of a
Claim.  Each applicable Seller shall notify Buyer of any Claim
and Buyer may and, upon such Seller’s request, shall, at Buyer’s sole cost and
expense, defend such Claim, or cause the same to be defended by counsel
designated by Buyer and reasonably approved by such Seller.

     

    (C)           Limitation on Buyer’s
Indemnification Obligations.  Buyer’s obligations pursuant to
the provisions of this Section 10.2 are limited by, and Buyer Indemnitees shall
not be entitled to recover under Section 10.1:

     

    (i)           if
a Claim has not been asserted by notice, specifying the details of the alleged
cause of such Claim, and delivered to Buyer on or prior to the date six (6)
months after the Closing Date;

     

    (ii)           with
respect to a fraudulent or grossly negligent inaccuracy in any representation or
warranty of Buyer contained herein, if at or before the Closing Date the
applicable Seller Indemnitees had actual knowledge thereof; or

     

    (iii)           to
the extent the subject matter of the Claim is covered by insurance.

     

    (D)           At
all times after the Closing Date, Buyer hereby agrees to indemnify, defend and
hold harmless each Seller Indemnitee from, against, for and in respect of any
and all Claims arising directly or indirectly from the care, control, use,
operation maintenance, ownership or registration of the Aircraft, unless such
Seller Indemnitee’s liability or prospective liability is alleged to have arisen
from an act or omission of any Seller Indemnitee.

     

    10.3           Limitation of
Liability.  IN NO EVENT WILL ANY PARTY OR ANY OF THEIR
RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES,
CONTRACTORS, SUBCONTRACTORS, OR EMPLOYEES HAVE ANY LIABILITY TO THE OTHER PARTY
FOR LOSSES WHICH ARE INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT OR
PUNITIVE.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY TO THE
EXTENT THAT SUCH OTHER PARTY HAS RECEIVED, OR IS ENTITLED TO RECEIVE, PAYMENT
FOR SUCH A CLAIM FROM ANOTHER SOURCE, AND ANY PAYMENT OBLIGATION PAYABLE BY A
PARTY SHALL BE NET OF INSURANCE PROCEEDS AVAILABLE TO THE OTHER
PARTY.

     

    11.           MISCELLANEOUS
PROVISIONS

     

    11.1           Notice.

     

    (A)           All
notices and communications required or permitted under this Agreement must be in
writing and will be deemed to have been sufficiently given or made on actual
receipt during normal business hours (or if received other than during normal
business hours, on the beginning of the next business day) by the intended
recipient (regardless of the manner of delivery, including without limitation,
by telecopier, delivery service, mail or hand delivery); provided however, that
a notice or other communication sent by U.S. mail will be deemed to have been
received on the third business day following the depositing thereof in the U.S.
mails, first class postage prepaid and addressed to the intended recipient at
the address set forth in this Section
11.1(B).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (B)           Notice
and communications required or permitted pursuant under this Agreement will be
delivered at the following addresses:

     

    If to the
Buyer:

     

    
      
        	
                To: 
      

              	
                M.G.A.
      546 Leasing Corp.

              
	 	

                c/o
      Aviation Legal Group, P.A.

                5525
      NW 15th
      Avenue, Suite 200

                Fort
      Lauderdale, FL 33309

                Attention:
      Scott C. Burgess

                Telephone:
      954-763-5565

                Fax:
      954-763-8488

              


      

    

    
    

    If to the
Sellers:

    
       

      
        
          	
                  To: 
      

                	
                  1020
      Petersburg Road

                
	 	

                  

                    Hebron,
      KY 41048

                    Attention:
      Ms. Kristi P. Nelson, General Counsel

                    Telephone:
      (859) 586-0600

                    Fax:
      (859) 285-3475

                  

                


        

      

      
         

         

      

    

    The
Sellers and the Buyer may change their respective addresses set forth in Section 11.1(B), by a
written notice of such change to the other that is delivered at least 10 days
prior to the effective date of such change.

     

    11.2           Time.  Time
is of the essence hereof.

     

    11.3           Agreement
Negotiated.  The parties are sophisticated and have been
represented or had the opportunity to be represented in connection with the
negotiation and performance of this Agreement.  Consequently, the
parties do not believe that any presumptions relating to the interpretation of
contracts against the drafter of any particular clause should be applied in this
case and, therefore, waive their effects.

     

    11.4           Entire
Agreement.  This Agreement contains the entire understanding
and agreement between the Sellers and the Buyer and supersedes all prior
understandings, agreements, warranties, representations and communications
between the Sellers and the Buyer with respect to the subject matter
hereof.

     

    11.5           Amendments.  This
Agreement can be amended only by a writing signed by the Sellers and the
Buyer.

     

    11.6           Assignments.  The
Buyer may not assign this Agreement or any right hereunder without Sellers’
consent.

     

    11.7           Third-Party
Beneficiaries.  This Agreement is for the sole benefit of the
Sellers and the Buyer and their successors and permitted
assigns.  Neither this Agreement nor the transactions contemplated by
this Agreement or any agreement, instrument or document created, signed or
delivered pursuant hereto will create in any other person any right, benefit or
interest with respect to the Aircraft, the Aircraft Documents or any amount
payable pursuant thereto, or otherwise.

     

    11.8           Brokerage
Commission.  Buyer and each Seller shall promptly pay any
finder’s fees, commissions or other similar fees arising out of any contract or
other arrangement entered into by Buyer or such Seller in respect of the
Aircraft.  Each Seller will be responsible for its Pro-Rata Share of
any amounts due from Sellers in respect of any such finder’s fees, commissions
or other fees

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.9                      Waiver.  The
failure of any party to enforce any of its rights hereunder or at law shall not
be deemed a waiver or a continuing waiver of any of its rights or remedies
against the other party, unless such failure or waiver is in
writing.

     

    11.10                      Counterparts.  This
Agreement may be executed in several counterparts that together shall be
originals and constitute one and the same instrument.  This Agreement
may be executed by facsimile or other electronic transmission with the same
effect as an original signature.  Each of Buyer and Sellers shall
promptly exchange originally executed counterparts of this Agreement upon
execution thereof.

     

    11.11                      Construction.  This
Agreement will be construed without reference as to who prepared
it.

     

    11.12                      Confidentiality.  Each
party shall keep the financial terms of this Agreement confidential, provided
that it may disclose this Agreement if required to do so:

     

    (A)           for
the purpose of legal proceedings, administrative or regulatory requirements or
as otherwise required by law;

     

    (B)           to
effect any registrations, filings or recordations required by or pursuant to
this Agreement;

     

    (C)           for
the purpose of disclosure to its auditors or to its legal or other professional
advisers; or

     

    (D)           for
performance of its obligations under this Agreement.

     

    11.13                      Controlling
Law.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA WITHOUT REFERENCE TO THE
CONFLICTS OF LAW PROVISIONS THEREOF.

     

    11.14                      Consent to Jurisdiction;
Waiver Of Jury Trial.  Any judicial proceeding brought arising
out of or resulting from this Agreement shall be brought exclusively in any
court of competent jurisdiction in Oklahoma and, by execution and delivery of
this Agreement, each Seller and Buyer (a) accepts, generally and
unconditionally, the exclusive jurisdiction of such courts and any related
appellate court and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this Agreement and (b) irrevocably waives any
objection it may now or hereafter have as to the venue of any such proceeding
brought in such a court or that such a court is an inconvenient
forum.  EACH SELLER AND BUYER HEREBY WAIVE TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATED TO OR ARISING OUT OF THIS
AGREEMENT.

     

    11.15                      Binding
Effect.  This Agreement will be binding on the Sellers and the
Buyer and will inure to the benefit of their successors and permitted
assigns.

     

    


     

    


     

    


     

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    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
day and year first above written by their respective officers or agents
thereunto duly authorized.

     

    
    

     

    
      	 	 	 
	 	 	

              POMEROY
      IT SOLUTIONS SALES COMPANY, INC.

              POMEROY
      SELECT INTEGRATION SOLUTIONS, INC.

              


              


              By:  /s/
      Christopher C. Froman

              Name:  Christopher
      C. Froman

              Title:    President

              


              


              M.G.A.
      546 LEASING CORP.

              


              


              By:  /s/
      Jessica Schwieterman

              Name:  Jessica
      Schwieterman 

              Title:    President

            
	 	 	 


    

     

    The
Escrow Agent is signing this Agreement only to evidence its consent to the
escrow instructions described herein.

    
       

      
        	 	 	 
	 	 	

                

                  Escrow
      Agent:

                  INTERNATIONAL
      TITLE & ESCROW

                  


                  


                  By:
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                  Print:
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                  Title:
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