**Exhibit 10.10**

 

**Revised Exhibit Ato theAmended Asset Purchase Agreement**

 

Definitions ofterms used in this Exhibit:

 

Note: Unless otherwise definedherein below, terms shall have the same meaning ascribed to them in theAmendment to the Asset Purchase Agreement dated October 27, 2000 (the“Agreement”) executed simultaneously with this Revised Exhibit A.

 

“Earn Out” is defined as theamount (for the calendar year [“CY”] periods in Table 1 below) Buyer is to payRubin pursuant to the Agreement as amended, which results from taking theConsideration to be Paid (in Table 1) and adjusting it based on MM Net BillingsTarget Achieved, Direct Margin achieved for MM (as defined below) Consultingand Metricnet, and Outside Consultant Use, all as described below in thisRevised Exhibit A.

 

“META Measurements” (“MM”) isdefined as the Division — which is theBusiness (as defined in the Agreement), after the Closing (as defined in theAgreement) of the Agreement, acquired and operated by Buyer as a separatedivision of Buyer (until on or about 1/1/02, after which there was no separatedivision) — PLUS the following 3 META Group Consulting (“MGC”) servicesreporting to Rubin: Sourcing (“SOP”),Process and Metrics (“PMP”), and Operations and Benchmarking (“OEP”).Note*:*For purposes ofclarification, MM includes performance results from Metricnet publications andservices*.* Note: MM product codesand staff are identified in Schedule I and Schedule II, respectively.

 

“MM Consulting” is defined asthe three MGC services SOP, PMP and OEP, and Rubin Retainer (definedbelow).

 

“Rubin Retainer” is defined asMM Consulting work performed, over a single or multi-month period of time,solely by Rubin for a client of Company where said client is billed by Companyover a single or multi-month period of time.

 

“Pure Outside ConsultantRevenue” is defined as Revenue generated through consulting work fulfilledsolely byOutside Consultants minus all Buyer expenses (including butnot limited to all direct and indirect expenses, e.g., sales commissions,marketing costs, general and administrative costs); such consulting work istreated as Net Billings for all calculations of Net Billings Target Achieved,and is treated as 100% Direct Margin for all calculations of MM ConsultingDirect Margin Targets achieved. Buyer’s CFO and Rubin need to mutually agreebefore Revenue can be classified as “Pure Outside Consultant Revenue”.

 

1. MM Earn OutPerformance Target Areas

 

For the CY 2002 Earn Out periodand each CY Earn Out period thereafter, Rubin’s Earn Out shall be basedupon:  the performance of MM inachieving its Net Billings Target, MM Consulting Direct Margin Target andMetricnet Direct Margin Target, and MM’s Outside Consultant Use.  If certain events occur, including but notlimited to market or other economic conditions, acquisition of Buyer or certainassets of Buyer or change in control of Buyer, then Buyer and Rubin agree toconsult with each other in good faith toward a reasonable modification to theamount of Earn Out to be paid in a given CY period and total Consideration tobe Paid under the Agreement, MM performance targets, MM Net Billings Targets,MM Consulting Direct Margin, and Metricnet Direct Margin targets for suchperiod. Buyer and Rubin agree that Buyer shall determine whether new products,if any, developed by Rubin are to classified for purposes of accounting,earnout calculation, Net Billings Targets, Direct Margin Targets andperformance evaluations, as either MM Consulting or Metricnet publications.

 

2. Earn OutCalculation

 

The amount of Earn Out to bepaid in any CY Earn Out period (see Table 1 below) shall be calculated asfollows:

 

(50% of theConsideration to be Paid for that CY Earn Out period) x

 

----

 

(adjustmentfor MM Net Billings Target Achieved for MM in that CY period x adjustment forOutside Consultant Use)

 

PLUS

 

[(50% of theConsideration to be Paid for that CY Earn Out period) x

 

(adjustmentfor MM Consulting Direct Margin achieved in that CY period, multiplied by theamount obtained by dividing MM Consulting Net Billings achieved in that CYperiod by total MM Net Billings achieved in that CY period, all multiplied bythe adjustment for Outside Consultant Use in that CY period)

 

plus

 

(adjustment for Metricnet Direct Margin achieved in that CY period,multiplied by the amount obtained by dividing Metricnet Net Billings achievedin that CY period by total MM Net Billings achieved in that CY period, allmultiplied by the adjustment for Outside Consultant Use in that CY period.)]

 

 

**Table 1:**

 

**Summary of CY Earn Out Periods, Dates andConsideration to be Paid, MM Net Billings Target, and MM Consulting &Metricnet Direct Margin****Targets**

 
| **CY Earn Out Period** |   | **Date for Earn  Out to be Paid** |   | **Consideration to  be Paid**        |   | **MM Net  Billings Target** |       | **MM Consulting Direct  Margin Target** |   | **Metricnet Direct  Margin Target** |   |
|------------------------|--------|-----------------------------------|--------|--------------------------------------|--------|-----------------------------|------------|-----------------------------------------|--------|-------------------------------------|--------|
| CY2002                 |   | March 31, 2003                    |   | $541,667 in cash;  $270,833 in stock |   | $                           | 18,664,000 |                                    | 53     | %                                   | 78     | % |
|                   |   |                              |   |                                 |   |                        |       |                                    |   |                                |   |   |
| CY2003                 |   | March 31, 2004                    |   | $541,667 in cash;  $270,833 in stock |   | $                           | 24,263,000 |                                    | 55     | %                                   | 78     | % |
|                   |   |                              |   |                                 |   |                        |       |                                    |   |                                |   |   |
| CY2004                 |   | March 31, 2005                    |   | $541,667 in cash;  $270,833 in stock |   | $                           | 31,542,000 |                                    | 55     | %                                   | 78     | % |
|                   |   |                              |   |                                 |   |                        |       |                                    |   |                                |   |   |
| CY2005                 |   | March 31, 2006                    |   | $541,667 in cash;  $270,833 in stock |   | $                           | 41,005,000 |                                    | 55     | %                                   | 78     | % |
|                   |   |                              |   |                                 |   |                        |       |                                    |   |                                |   |   |
| CY2006                 |   | March 31, 2007                    |   | $541,667 in cash;  $270,833 in stock |   | $                           | 53,306,000 |                                    | 55     | %                                   | 78     | % |

 

Note 1:   If in any CY period, MMNet Billings Target achieved is less than or equal to 80% (89% for CY 2002only), Rubin shall receive zero Earn Out for that CY period.

 

Note 2:   In order for Executiveto receive an Earn Out in a given period, the following formula must be true:

 

(MM Consulting Revenue achieved X MMConsulting Direct Margin achieved) + (Metricnet Revenue achieved X MetricnetDirect Margin achieved)

 

must be greater than or equal to

 

95% X {(MM Consulting Revenue achieved X MMConsulting Direct Margin Target [as set forth in Table 1 above]) + (MetricnetRevenue achieved X Metricnet Direct Margin Target [as set forth in Table 1above])}.

 

2

----

 

3.  Adjustment to 50% of the Consideration to bePaid based on Net Billings Target Achieved

 

Fifty percent (50%) of theConsideration to be Paid for each CY Earn Out period shall be adjusted basedupon MM Net Billings Target Achieved and adjusted for Outside Consultant Use.The Net Billings Target Achieved is calculated by taking MM Net Billingsachieved in a CY Earn Out period, and dividing it by MM Net Billings Target forthat CY Earn Out period.

 

For example:

 

Fifty percent (50%) of theConsideration to be Paid for that CY Earn Out period is multiplied by thepercentage number in the corresponding column under “% Adjustment to 50% of theConsideration to be Paid based on Net Billings Target Achieved” in either Table2a below for CY 2002 or Table 2b below for CY 2003 and beyond.

 

Note: For purposes of Earn Outcalculation, Net Billings Target Achieved shall be rounded up for % numbersgreater than or equal to .5, and shall be rounded down for % numbers less than..5.

 

**Table 2a:**

**CY 2002 Only**

 

**Adjustment to 50% of the Consideration to be Paidbased on Net Billings Target Achieved**

 

Net Billings Target Achievedas related to% Adjustment to 50% of the Consideration to be Paid based on Net BillingsTarget Achieved:

 

| **Net Billings Target Achieved** |   | **%****Adjustment to 50% of the Consideration to be Paid********based on Net Billings Target Achieved** |   |
|----------------------------------|--------|---------------------------------------------------------------------------------------------------------|--------|
| >100%                         |   | 100.0                                                                                                   | %      |
| 100%                             |   | 100.0                                                                                                   | %      |
| 99%                              |   | 90.0                                                                                                    | %      |
| 98%                              |   | 80.0                                                                                                    | %      |
| 97%                              |   | 70.0                                                                                                    | %      |
| 96%                              |   | 60.0                                                                                                    | %      |
| 95%                              |   | 50.0                                                                                                    | %      |
| 94%                              |   | 40.0                                                                                                    | %      |
| 93%                              |   | 30.0                                                                                                    | %      |
| 92%                              |   | 20.0                                                                                                    | %      |
| 91%                              |   | 10.0                                                                                                    | %      |
| 90%                              |   | 5.0                                                                                                     | %      |
| 89%                              |   | 0                                                                                                       | %      |
| <89%                          |   | 0                                                                                                       | %      |
|                                  |        |                                                                                                         |        |  |

 

3

----

 

**Table 2b:**

**CY 2003 and Subsequent CYs**

 

**Adjustment to 50% of the Consideration to bePaid based on Net Billings Target Achieved**

 

Net Billings Target Achievedas related to% Adjustment to 50% of the Consideration to be Paid based on Net BillingsTarget Achieved:

 

| **Net Billings Target Achieved** |   | **%****Adjustment to 50% of the Consideration to be Paid********based on Net Billings Target Achieved** |   |
|----------------------------------|--------|---------------------------------------------------------------------------------------------------------|--------|
| >100%                         |   | 100.0                                                                                                   | %      |
| 100%                             |   | 100.0                                                                                                   | %      |
| 99%                              |   | 97.5                                                                                                    | %      |
| 98%                              |   | 95.0                                                                                                    | %      |
| 97%                              |   | 92.5                                                                                                    | %      |
| 96%                              |   | 90.0                                                                                                    | %      |
| 95%                              |   | 87.5                                                                                                    | %      |
| 94%                              |   | 85.0                                                                                                    | %      |
| 93%                              |   | 82.5                                                                                                    | %      |
| 92%                              |   | 80.0                                                                                                    | %      |
| 91%                              |   | 77.5                                                                                                    | %      |
| 90%                              |   | 75.0                                                                                                    | %      |
| 89%                              |   | 72.5                                                                                                    | %      |
| 88%                              |   | 70.0                                                                                                    | %      |
| 87%                              |   | 67.5                                                                                                    | %      |
| 86%                              |   | 65.0                                                                                                    | %      |
| 85%                              |   | 62.5                                                                                                    | %      |
| 84%                              |   | 60.0                                                                                                    | %      |
| 83%                              |   | 45.0                                                                                                    | %      |
| 82%                              |   | 30.0                                                                                                    | %      |
| 81%                              |   | 15.0                                                                                                    | %      |
| 80%                              |   | 0                                                                                                       |   |
| <80%                          |   | 0                                                                                                       |   |
|                                  |        |                                                                                                         |        |  |

 

4. Adjustmentto 50% of Consideration to be Paid based on Direct Margin Achieved

 

Fifty percent (50%) of theConsideration to be Paid for each CY Earn Out period shall be adjusted basedupon the following:

 

[adjustmentfor MM Consulting Direct Margin achieved in that CY period (see the percentagenumber in the corresponding column under “% Adjustment to 50% of theConsideration to be Paid based on MM Consulting Direct Margin achieved” ineither Table 3a below for CY 2002 or Table 3b below for CY 2003 and beyond),multiplied by the amount obtained by dividing MM Consulting Net Billingsachieved in that CY period by total MM Net Billings achieved in that CY period,all multiplied by the adjustment for Outside Consultant Use in that CY period(see Table 5 below)]

 

Plus

 

[adjustmentfor Metricnet Direct Margin achieved in that CY period (see the percentagenumber in the corresponding column under “% Adjustment to 50% of the Consideration to be Paid based on MetricnetDirect Margin achieved” in Table 4 below), multiplied by the amount obtained bydividing Metricnet Net Billings achieved in that CY period by total MM NetBillings achieved in that CY period, all multiplied by the adjustment forOutside Consultant Use in that CY period (see Table 5)].

 

4

----

 

**Table 3a:**

**CY 2002 Only**

 

**Adjustment to 50% of the Consideration to bePaid based on MM Consulting Direct Margin achieved:**

 

| **Direct  Margin achieved** |   | **% Adjustment to 50% of the  Consideration to be Paid based  on MM Consulting Direct  Margin achieved** |   |
|-----------------------------|--------|----------------------------------------------------------------------------------------------------------|--------|
| >53%                     |   | 100                                                                                                      | %      |
| 53%                         |   | 100                                                                                                      | %      |
| 52%                         |   | 67.0                                                                                                     | %      |
| 51%                         |   | 33.0                                                                                                     | %      |
| 50%                         |   | 0                                                                                                        |   |
| 50%                         |   | 0                                                                                                        |   |
|                             |        |                                                                                                          |        |  |

 

**Table 3b:**

**CY 2003 and Subsequent CYs**

 

**Adjustment to 50% of the Consideration to bePaid based on MM Consulting Direct Margin achieved:**

 

| **Direct  Margin achieved** |   | **% Adjustment to 50% of the  Consideration to be Paid based  on MM Consulting Direct  Margin achieved** |   |
|-----------------------------|--------|----------------------------------------------------------------------------------------------------------|--------|
| >55%                     |   | 100                                                                                                      | %      |
| 55%                         |   | 100                                                                                                      | %      |
| 54%                         |   | 80                                                                                                       | %      |
| 53%                         |   | 60                                                                                                       | %      |
| 52%                         |   | 40                                                                                                       | %      |
| 51%                         |   | 20                                                                                                       | %      |
| 50%                         |   | 0                                                                                                        |   |
| <50%                     |   | 0                                                                                                        |   |
|                             |        |                                                                                                          |        |  |

 

**Table 4:**

 

**Adjustment to 50% of the Consideration to bePaid based on Metricnet Direct Margin achieved:**

 

| **Direct  Margin achieved** |   | **% Adjustment to 50% of the  Consideration to be Paid based  on Metricnet Direct Margin  achieved** |   |
|-----------------------------|--------|------------------------------------------------------------------------------------------------------|--------|
| >78%                     |   | 100                                                                                                  | %      |
| >78%                     |   | 100                                                                                                  | %      |
| 77%                         |   | 80                                                                                                   | %      |
| 76%                         |   | 60                                                                                                   | %      |
| 75%                         |   | 40                                                                                                   | %      |
| 74%                         |   | 20                                                                                                   | %      |
| 73%                         |   | 0                                                                                                    |   |
| <73%                     |   | 0                                                                                                    |   |
|                             |        |                                                                                                      |        |  |

 

Note: For purposes of Earn Out calculation, Direct Margin achievedshall be rounded up for % numbers greater than or equal to .5, and shall berounded down for % numbers less than .5.

 

5

----

 

5. Adjustmentto Consideration to be Paid based on Outside Consultant Use 

 

The adjustment to 50% ofConsideration to be Paid based on Direct Margin achieved for a CY Earn OutPeriod and the adjustment to 50% of the Consideration to be Paid based on NetBillings Target Achieved for a CY Earn Out period are each multiplied by thepercentage number in the corresponding column under “% Adjustment to theConsideration to be Paid based on Outside Consultant Use” in Table 5 below.

 

Note 1: There shall be noadjustment hereunder if and to the extent that a specific Outside Consultanthas been authorized in advance (e.g., prior to performing any contractual workon a specific contract), either in writing or via electronic mail, by theManaging Director of MGC.

 

**Table 5:**

 

**Adjustment to Consideration to be Paid basedon Outside Consultant Use:**

 

| **Outside  Consultant Use** |   | **% Adjustment to  Consideration to be Paid based  on Outside Consultant Use** |   |
|-----------------------------|--------|--------------------------------------------------------------------------------|--------|
| <25%                     |   | 100                                                                            | %      |
| 25%                         |   | 100                                                                            | %      |
| 26%                         |   | 95                                                                             | %      |
| 27%                         |   | 90                                                                             | %      |
| 28%                         |   | 85                                                                             | %      |
| 29%                         |   | 80                                                                             | %      |
| 30%                         |   | 75                                                                             | %      |
| 31%                         |   | 60                                                                             | %      |
| 32%                         |   | 45                                                                             | %      |
| 33%                         |   | 30                                                                             | %      |
| 34%                         |   | 15                                                                             | %      |
| 35%                         |   | 0                                                                              | %      |
| >35%                     |   | 0                                                                              | %      |
|                             |        |                                                                                |        |  |

 

Note 2: For purposes of EarnOut calculation, Outside Consultant Use shall be rounded up for % numbersgreater than or equal to .5, and shall be rounded down for % numbers less than..5.

 

# **6. Example of Earn Out Calculation for CY 2003 Earn Out period**

 

6.1. Rubin’s CY Earn Out isbased on three performance areas:

 

•                  Assets underRubin’s direct control achieving a Net Billings Target

 

•                  Assets underRubin’s direct control achieving Direct Margin Targets

 

•                  OutsideConsultant Use.

 

If in any CYperiod, Net Billings achieved is less than or equal to 80% (89% for CY 2002only) of target, Rubin shall receive zero Earn Out for that CY period.

 

If in any CYperiod Rubin fails to achieve a minimum of 95% of Direct Margin Targets, Rubinshall receive zero Earn Out for that CY period.

 

6

----

 

6.2.****Earn Out formula is based on the following:

 

50% of EarnOut is based upon Net Billings Target attainment and an adjustment for OutsideConsultant Use

 

PLUS

 

50% of EarnOut is based upon Direct Margin Target attainment (broken down by Consulting,and Publications and Services) and an adjustment for Outside Consultant Use

 

6.3. The amount of Earn Out tobe paid (as set forth in Table 1 below) on March 31, 2003 is to be calculatedas follows:

 

(50% of$812,500) multiplied by

 

(adjustmentfor META Measurements (MM) Net Billings Target Achieved in that CY periodmultiplied by the adjustment for Outside Consultant Use)

 

PLUS

 

(50% of$812,500) multiplied by

 

[(adjustmentfor MM Consulting Direct Margin achieved in that CY period) multiplied by (theamount obtained by dividing MM Consulting Net Billings achieved in that CYperiod by total MM Net Billings achieved in that CY period) multiplied by (theadjustment for Outside Consultant Use in that CY period)

 

plus

 

(adjustmentfor Metricnet Direct Margin achieved in that CY period) multiplied by (theamount obtained by dividing Metricnet Net Billings achieved in that CY periodby total MM Net Billings achieved in that CY period) multiplied by (theadjustment for Outside Consultant Use in that CY period)]

 

6.4.****The Earn Out formula would appear as:

 

(50% of $812,500) X(adjustment for MM Net Billings Target Achieved) X (adjustment for OutsideConsultant Use)

 

PLUS

 

(50% of$812,500) X

 

[(adjustmentfor MM Consulting Direct Margin Achieved) X (MM Consulting Net Billingachieved/MM Net Billings achieved) X (adjustment for Outside Consultant Use)

 

plus

 

(adjustmentfor Metricnet Direct margin achieved) X (Metricnet Net Billing achieved/MM NetBillings Achieved) X (adjustment for Outside Consultant Use)]

 

6.5. Assume for this example the following adjustments to Considerationto be Paid based on CY 2003 Net Billings Target Achieved, MM Consulting andMetricnet Direct Margin achieved, and Outside Consultant Use:

 

7

----

 

Assume Rubin’s Net BillingsTarget Achieved is 98%, the corresponding number in the column under“Adjustment to 50% of the Consideration to be Paid based on Net Billings TargetAchieved” in Table 2b below is 95% (A).

 

Assume Rubin’s MM ConsultingDirect Margin achieved is 54%, the corresponding number in the column under“Adjustment to 50% of the Consideration to be Paid based on MM ConsultingDirect Margin achieved” in Table 3 below is 80% (B).

 

Assume Rubin’s Metricnet DirectMargin achieved is 78%, the corresponding number in the column under“Adjustment to 50% of the Consideration to be Paid based on Metricnet DirectMargin achieved” in Table 4 below is 100% (C).

 

Assume MM’s Outside ConsultingUse is less than 25%, the corresponding number in the column under “Adjustmentto the Consideration to be Paid based on Outside Consulting Use” in Table 5below is 100% (D).

 

The Summary Table below liststhe assumptions made above:

 

**Summary Table**

**of**

#### **Example of adjustments to Consideration to be Paid for CY 2003 Earn OutPeriod**

 

| **%  adjustment to 50% of  the Consideration to be   Paid based on****Net Billings Target  Achieved** |   | **% adjustment to 50% of  the Consideration to be  Paid based on****MM Consulting Direct  Margin achieved** |   | **% adjustment to 50%  of the Consideration to  be Paid based on****Metricnet Direct  Margin achieved** |   | **% adjustment to  Consideration to be  Paid based on****Outside Consultant  Use** |   |
|-------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------|--------|
| **(A)**                                                                                               |   | **(B)**                                                                                                     |   | **(C)**                                                                                                 |   | **(D)**                                                                            |   |
| **95%**                                                                                               |   | **80%**                                                                                                     |   | **100%**                                                                                                |   | **100%**                                                                           |   |

 

6.6 Calculation for minimum CY2003 META Measurement Direct Margin required for any Earn Out to occur:

 

(MM Consulting Revenue achieved multiplied byMM Consulting Direct Margin achieved) plus (Metricnet Revenue achievedmultiplied by Metricnet Direct Margin achieved)

 

must be greater than or equal to

 

95% multiplied by {(MM Consulting Revenueachieved multiplied by MM Consulting Direct Margin Target [as set forth inTable 1 below]) plus (Metricnet Revenue achieved multiplied by Metricnet DirectMargin Target [as set forth in Table 1 below])}.

 

Assume forthis example the above calculation indicates MM Direct Margin achieved is atleast 95% of CY 2003 MM Consulting and Metricnet Revenue achieved eachmultiplied by its corresponding CY 2003 MM Consulting and Metricnet DirectMargin Target, respectively.

 

6.7. Calculate:

 

MM Consulting Net Billingsachieved divided by total MM Net Billings achieved, and Metricnet Net Billingsachieved divided by total MM Net Billings achieved.

 

Assume for this example:

 

8

----

 

MM Consulting Net Billingsachieved divided by total MM Net Billings achieved = .88 (E), and Metricnet NetBillings achieved divided by total MM Net Billings achieved = .12. (F)

 

The calculation will appear as:

 

## Earn Out achieved through Net Billings attainmentand Outside Consultant Use

 

(A)    (D)

(50% of $812,500) x (.95 x 1.00)

 

PLUS

 

### Earn Out achieved through Direct Marginattainment and Outside Consultant Use

 

(B)    (E)      (C)       (F)       (D)

(50% of $812,500) x ([(.80 x .88) + (1.00 x .12)] x 1.00)

 

The final calculation appearsas following:

 

$385,937.50

 

PLUS

 

$334,750.00

 

= $720,687.50

 

to be split 2/3 in cash, and1/3 in stock,which is $480,458.33 in cash, and $240,229.17 in stock.

 

9

----

 

6.8.****Tables.

 

**Table 1:**

 

**Summary of CY Earn Out Periods, Dates andConsideration to be Paid, MM Net Billings Target, and MM Consulting &Metricnet Direct Margin****Targets**

 
| **CY Earn Out Period** |   | **Date for Earn  Out to be Paid** |   | **Consideration to  be Paid**        |   | **MM Net  Billings Target** |       | **MM Consulting Direct  Margin Target** |   | **Metricnet Direct  Margin Target** |   |
|------------------------|--------|-----------------------------------|--------|--------------------------------------|--------|-----------------------------|------------|-----------------------------------------|--------|-------------------------------------|--------|
| CY2002                 |   | March 31, 2003                    |   | $541,667 in cash;  $270,833 in stock |   | $                           | 18,664,000 |                                    | 53     | %                                   | 78     | % |
|                   |   |                              |   |                                 |   |                        |       |                                    |   |                                |   |   |
| CY2003                 |   | March 31, 2004                    |   | $541,667 in cash;  $270,833 in stock |   | $                           | 24,263,000 |                                    | 55     | %                                   | 78     | % |
|                   |   |                              |   |                                 |   |                        |       |                                    |   |                                |   |   |
| CY2004                 |   | March 31, 2005                    |   | $541,667 in cash;  $270,833 in stock |   | $                           | 31,542,000 |                                    | 55     | %                                   | 78     | % |
|                   |   |                              |   |                                 |   |                        |       |                                    |   |                                |   |   |
| CY2005                 |   | March 31, 2006                    |   | $541,667 in cash;  $270,833 in stock |   | $                           | 41,005,000 |                                    | 55     | %                                   | 78     | % |
|                   |   |                              |   |                                 |   |                        |       |                                    |   |                                |   |   |
| CY2006                 |   | March 31, 2007                    |   | $541,667 in cash;  $270,833 in stock |   | $                           | 53,306,000 |                                    | 55     | %                                   | 78     | % |

 

 

Note 1:   If in any CY period, MMNet Billings Target achieved is less than or equal to 80% (89% for CY 2002only), Rubin shall receive zero Earn Out.

 

Note 2: If in any CY period Rubin fails to achieve a minimum of 95% ofDirect Margin Targets, Rubin shall receive zero Earn Out for that CY period. Inorder for Executive to receive an Earn Out in a given period, the followingformula must be true:

 

(MM Consulting Revenue achieved X MM ConsultingDirect Margin achieved) + (Metricnet Revenue achieved X Metricnet Direct Marginachieved)

 

must be greater than or equal to

 

95% X {(MM Consulting Revenue achieved X MMConsulting Direct Margin Target [as set forth in Table 1 above]) + (MetricnetRevenue achieved X Metricnet Direct Margin Target [as set forth in Table 1above])}.

 

10

----

 

**Table 2a:**

 

**CY 2002 Only**

**Adjustment to 50% of the Consideration to be Paid based onNet Billings Target Achieved**

 

**Net Billings Target AchievedAs related to% Adjustment to 50% of the Consideration to be Paid based on Net BillingsTargetAchieved:**

 

| **Net  Billings Target Achieved** |   | **% Adjustment  to 50% of the Consideration to be Paid  based on Net Billings Target Achieved** |   |
|-----------------------------------|--------|-------------------------------------------------------------------------------------------------|--------|
| >100%                          |   | 100.0                                                                                           | %      |
| 100%                              |   | 100.0                                                                                           | %      |
| 99%                               |   | 90.0                                                                                            | %      |
| 98%                               |   | 80.0                                                                                            | %      |
| 97%                               |   | 70.0                                                                                            | %      |
| 96%                               |   | 60.0                                                                                            | %      |
| 95%                               |   | 50.0                                                                                            | %      |
| 94%                               |   | 40.0                                                                                            | %      |
| 93%                               |   | 30.0                                                                                            | %      |
| 92%                               |   | 20.0                                                                                            | %      |
| 91%                               |   | 10.0                                                                                            | %      |
| 90%                               |   | 5.0                                                                                             | %      |
| 89%                               |   | 0                                                                                               |   |
| <89%                           |   | 0                                                                                               |   |
|                                   |        |                                                                                                 |        |  |

 

**Table 2b:**

 

**CY 2003 and Subsequent CYs**

**Adjustment to 50% of the Consideration to be Paid based onNet Billings Target Achieved**

 

**Net Billings Target AchievedAs related to% Adjustment to 50% of the Consideration to be Paid based on Net BillingsTarget Achieved:**

 

| **Net Billings Target Achieved** |   | **% Adjustment to 50% of the Consideration to  be Paid  based on Net Billings Target Achieved** |   |
|----------------------------------|--------|-------------------------------------------------------------------------------------------------|--------|
| >100%                         |   | 100.0                                                                                           | %      |
| 100%                             |   | 100.0                                                                                           | %      |
| 99%                              |   | 97.5                                                                                            | %      |
| 98%                              |   | 95.0                                                                                            | %      |
| 97%                              |   | 92.5                                                                                            | %      |
| 96%                              |   | 90.0                                                                                            | %      |
| 95%                              |   | 87.5                                                                                            | %      |
| 94%                              |   | 85.0                                                                                            | %      |
| 93%                              |   | 82.5                                                                                            | %      |
| 92%                              |   | 80.0                                                                                            | %      |
| 91%                              |   | 77.5                                                                                            | %      |
| 90%                              |   | 75.0                                                                                            | %      |
| 89%                              |   | 72.5                                                                                            | %      |
| 88%                              |   | 70.0                                                                                            | %      |
| 87%                              |   | 67.5                                                                                            | %      |
| 86%                              |   | 65.0                                                                                            | %      |
| 85%                              |   | 62.5                                                                                            | %      |
| 84%                              |   | 60.0                                                                                            | %      |
| 83%                              |   | 45.0                                                                                            | %      |
| 82%                              |   | 30.0                                                                                            | %      |
| 81%                              |   | 15.0                                                                                            | %      |
| 80%                              |   | 0                                                                                               |   |
| <80%                          |   | 0                                                                                               |   |
|                                  |        |                                                                                                 |        |  |

 

Note: For purposes of Earn Out calculation, Net Billings TargetAchieved shall be rounded up for % numbers greater than or equal to .5, andshall be rounded down for % numbers less than .5.

 

11

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**Table 3a:**

**CY 2002 Only**

 

**Adjustment to 50% of the Consideration to be Paid based on MMConsulting Direct Marginachieved:**

 

| **Direct  Margin achieved** |   | **%  Adjustment to 50% of the  Consideration to be Paid based  on MM Consulting Direct  Margin achieved** |   |
|-----------------------------|--------|-----------------------------------------------------------------------------------------------------------|--------|
| >53%                     |   | 100                                                                                                       | %      |
| 53%                         |   | 100                                                                                                       | %      |
| 52%                         |   | 67.0                                                                                                      | %      |
| 51%                         |   | 33.0                                                                                                      | %      |
| 50%                         |   | 0                                                                                                         |   |
| 50%                         |   | 0                                                                                                         |   |
|                             |        |                                                                                                           |        |  |

 

**Table 3b:**

**CY 2003 and Subsequent CYs**

 

**Adjustment to 50% of the Consideration to be Paid based on MMConsulting Direct Marginachieved:**

 

| **Direct  Margin achieved** |   | **%  Adjustment to 50% of the  Consideration to be Paid based  on MM Consulting Direct  Margin achieved** |   |
|-----------------------------|--------|-----------------------------------------------------------------------------------------------------------|--------|
| >55%                     |   | 100                                                                                                       | %      |
| 55%                         |   | 100                                                                                                       | %      |
| 54%                         |   | 80                                                                                                        | %      |
| 53%                         |   | 60                                                                                                        | %      |
| 52%                         |   | 40                                                                                                        | %      |
| 51%                         |   | 20                                                                                                        | %      |
| 50%                         |   | 0                                                                                                         |   |
| <50%                     |   | 0                                                                                                         |   |
|                             |        |                                                                                                           |        |  |

 

Note: For purposes of Earn Out calculation, MM Consulting Direct Marginachieved shall be rounded up for % numbers greater than or equal to .5, andshall be rounded down for % numbers less than .5.

 

**Table 4:**

 

**Adjustment to 50% of the Consideration to be Paid based on MetricnetDirect Margin achieved:**

 

 

| **Direct  Margin achieved** |   | **%  Adjustment to 50% of the  Consideration to be Paid based  on Metricnet Direct Margin  achieved** |   |
|-----------------------------|--------|-------------------------------------------------------------------------------------------------------|--------|
| >78%                     |   | 100                                                                                                   | %      |
| >78%                     |   | 100                                                                                                   | %      |
| 77%                         |   | 80                                                                                                    | %      |
| 76%                         |   | 60                                                                                                    | %      |
| 75%                         |   | 40                                                                                                    | %      |
| 74%                         |   | 20                                                                                                    | %      |
| 73%                         |   | 0                                                                                                     |   |
| <73%                     |   | 0                                                                                                     |   |
|                             |        |                                                                                                       |        |  |

 

Note: For purposes of Earn Out calculation, Metricnet Direct Marginachieved shall be rounded up for % numbers greater than or equal to .5, andshall be rounded down for % numbers less than .5.

 

12

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**Table 5:**

 

**Adjustment to Consideration to be Paid basedon Outside Consultant Use:**

 

| **Outside  Consultant Use** |   | **% Adjustment to  Consideration to be Paid based  on Outside Consultant Use** |   |
|-----------------------------|--------|--------------------------------------------------------------------------------|--------|
| <25%                     |   | 100                                                                            | %      |
| 25%                         |   | 100                                                                            | %      |
| 26%                         |   | 95                                                                             | %      |
| 27%                         |   | 90                                                                             | %      |
| 28%                         |   | 85                                                                             | %      |
| 29%                         |   | 80                                                                             | %      |
| 30%                         |   | 75                                                                             | %      |
| 31%                         |   | 60                                                                             | %      |
| 32%                         |   | 45                                                                             | %      |
| 33%                         |   | 30                                                                             | %      |
| 34%                         |   | 15                                                                             | %      |
| 35%                         |   | 0                                                                              | %      |
| >35%                     |   | 0                                                                              | %      |
|                             |        |                                                                                |        |  |

 

Note 2: For purposes of EarnOut calculation, Outside Consultant Use shall be rounded up for % numbersgreater than or equal to .5, and shall be rounded down for % numbers less than..5.

 

13

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