exv10w1



 




Exhibit 10.1


PURCHASE AGREEMENT




     This PURCHASE AGREEMENT (the “Agreement”) is made this 31st day of December, 2005 by and among
Opinion Research Corporation, a Delaware corporation (“Seller”), ProTel Marketing, Inc., an
Illinois corporation (“Purchaser”), Ruth Wolf (“Ruth”) and Allen Wolf (“Allen”).



BACKGROUND




     WHEREAS, Seller owns 100% of the issued and outstanding membership interest (the “Membership
Interest”) of ORC ProTel, LLC, a Delaware limited liability company (the “Company”);



     WHEREAS, the Company has been operated as a wholly owned subsidiary of Seller;




     WHEREAS, Ruth is currently the Chief Executive Officer of the Company, and Allen is currently
the President of the Company;



     WHEREAS, Ruth is a shareholder, director and President and CEO of Purchaser, and Allen is a
director and Secretary/Treasurer of Purchaser; and



     WHEREAS, Purchaser desires to purchase the Membership Interest from Seller and Seller desires
to sell and assign the Membership Interest to Purchaser on the terms and subject to the conditions
set forth in this Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained in this Agreement, and intending to be legally bound hereby, the parties agree as
follows:



ARTICLE I

SALE AND PURCHASE OF MEMBERSHIP INTEREST; PAYMENT; CLOSING




     1.1 Acquisition of Membership Interests. At the Closing (as hereinafter defined),
Seller shall convey, transfer and assign to Purchaser, free and clear of all liens, security
interests, pledges, claims and encumbrances of every kind, nature and description, and Purchaser
shall accept from the Seller, all of the Membership Interest.



     1.2 Aggregate Payment.



          (a) In consideration of the sale, conveyance, transfer and assignment of the Membership
Interest to Purchaser, Purchaser shall pay to Seller twenty-three percent (23%) of the Company’s
“Revenues” in excess of an annual “Base Amount,” as such terms are defined below, during the
Company’s five fiscal years following the date of this Agreement (the “Aggregate Payment”),
commencing with the fiscal year ending December 31, 2006 and continuing until the fiscal year
ending December 31, 2010 (the “Payment Period”). The Aggregate Payment shall be payable within 60
calendar days after the end of each fiscal quarter during the Payment Period as follows:




 









 









     (i) with respect to the first fiscal quarter of each fiscal year during the Payment
Period, Purchaser shall pay to Seller an amount, if such amount is greater than zero, equal
to 23% multiplied by the difference of (x) the Company’s Revenues during such fiscal quarter,
less (y) the product of the Base Amount multiplied by 0.25 (the “First Quarter Payment”);




     (ii) with respect to the second fiscal quarter of each fiscal year during the Payment
Period, Purchaser shall pay to Seller an amount, if such amount is greater than zero, equal
to the difference of (x) 23% multiplied by the difference of (I) the Company’s Revenues
during the first and second quarters of such fiscal year, less (II) the product of the Base
Amount multiplied by 0.5, less (y) the First Quarter Payment, if any (the “Second Quarter
Payment”);




     (iii) with respect to the third fiscal quarter of each fiscal year during the Payment
Period, Purchaser shall pay to Seller an amount, if such amount is greater than zero, equal
to the difference of (x) 23% multiplied by the difference of (I) the Company’s Revenues
during the first, second and third fiscal quarters of such fiscal year, less (II) the product
of the Base Amount multiplied by 0.75, less (y) the sum of the First Quarter Payment and the
Second Quarter Payment, if any (the “Third Quarter Payment”); and




     (iv) with respect to the fourth fiscal quarter of each fiscal year during the Payment
Period, Purchaser shall pay to Seller an amount, if such amount is greater than zero, equal
to the difference of (x) 23% multiplied by the difference of (I) the Company’s Revenues
during such fiscal year, less (II) the Base Amount for such fiscal year, less (y) the sum of
the First Quarter Payment, the Second Quarter Payment and the Third Quarter Payment, if any
(the “Fourth Quarter Payment”; each of the First Quarter Payment, the Second Quarter Payment,
the Third Quarter Payment and the Fourth Quarter Payment is referred to herein as a
“Payment,” and collectively they are referred to as the “Payments”).



          (b) For purposes of this Agreement, “Revenues” shall have the meaning assigned to such term by
generally accepted accounting principles in the United States (“GAAP”).




          (c) For purposes of this Agreement, “Base Amount” shall have the following meanings: (i) for
the fiscal year ending December 31, 2006, the Base Amount shall be $8,400,000; (ii) for each of the
fiscal years ending December 31, 2007, 2008, 2009 and 2010, the Base Amount shall be an amount
equal to the sum of (x) $7,367,000, as adjusted effective as of January 1 of each year to account
for any increase or decrease in the Consumer Price Index CPI-U, US City Average, not seasonally
adjusted, All Items, 1982-84 = 100, as published by the Bureau of Labor Statistics (“CPI-U”), for
January of such year compared to January of the base year of 2006, plus (y) $1,033,000.




          (d) In the event that the calculation with respect to a fiscal quarter pursuant to Subsections
1.2(a)(ii)-(iv) yields a result that is less than zero (the amount by which such result is less
than zero is referred to as the “Refund Amount”), Seller shall pay to Purchaser an amount equal to
such Refund Amount (a “Refund Payment”) in U.S. Dollars within 60 calendar days after the end of
such fiscal quarter; provided, however, that in no event shall Seller be liable to Purchaser for
any Refund Payment to the extent that the Refund Amount exceeds the aggregate




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amount of prior
Payments of Purchaser with respect to the fiscal year in which such calculation is made. Past due
Refund Payments shall accrue interest at an annual rate of 2% over the “Prime Rate” as reported on
the due date in question in the Wall Street Journal.




          (e) The following example is for illustrative purposes only and is not necessarily indicative
of actual or predicted results. Assume that the CPI-U for January 2006 is 195.2, and for January
2009 is 226.0. Also assume that Company’s Revenues for 2009 were as follows: First Quarter =
$2,300,000; Second Quarter = $2,500,000; Third Quarter = $2,600,000; and Fourth Quarter =
$1,000,000





	 	(1)	 	The Base Amount applicable to 2009 is $9,562,416, calculated as follows:






$7,367,000
+ [$7,367,000 x (226.0 – 195.2)/195.2] + $1,033,000 =
$9,562,416




	 	(2)	 	The First Quarter Payment for 2009 is $0, calculated as follows:






23%
x [$2,300,000 – ($9,562,416 x 0.25)] = <$20,839>, but
the First Quarter Payment cannot be less than $0, and no Refund
Payment is due because no Refund Payment is permitted with
respect to the First Quarter Payment for any fiscal year, under
Section 1.2(d) above.




	 	(3)	 	The Second Quarter Payment for 2009 is $4,322, calculated as follows:






23%
x [($2,300,000 + $2,500,000) – ($9,562,416 x
0.5)] – $0 =
$4,322




	 	(4)	 	The Third Quarter Payment for 2009 is $48,161, calculated as follows:






23% x [($2,300,000 + $2,500,000 + $2,600,000) – ($9,562,416 x
0.75)] – $0 – $4,322 = $48,161




	 	(5)	 	The Fourth Quarter Payment for 2009 is $0, and the Refund Payment
for the Fourth Quarter for 2009 is $52,483, calculated as follows:






23%
x [($2,300,000 + $2,500,000 + $2,600,000 +
$1,000,000) – $9,562,416] – $0 – $4,322 – $48,161 = <$319,839>, but the
Fourth Quarter Payment cannot be less than $0.



     The Refund Amount is $319,839. The Refund Payment is equal to such Refund Amount, but cannot
exceed the aggregate amount of all prior Payments with respect to 2009 ($0 + $4,322 + $48,161 =
$52,483). The Refund Payment is therefore $52,483.



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     1.3 Payment and Reports.



          (a) Payment. Each Payment shall be made in United States Dollars by wire transfer,
pursuant to wire transfer instructions attached as Exhibit A.




          (b) Reports. For each fiscal quarter during the Payment Period, commencing with the
fiscal quarter ending March 31, 2006 and continuing until the fiscal quarter ending December 31,
2010, Purchaser shall furnish Seller with financial statements of the Company with respect to each
such fiscal quarter. Such financial statements shall be delivered to Seller within 45 calendar
days after the end of each fiscal quarter during the Payment Period. All financial statements of
the Company delivered to Seller shall comply with generally accepted accounting principles,
consistently applied, except that interim quarterly financial statements may lack normal year-end
adjustments and notes. Financial statements for each fiscal year shall be provided by a reputable
independent certified public accounting firm. The receipt or acceptance by Seller of any of the
financial statements of the Company furnished pursuant to this Agreement or of any payments made
hereunder (or the receipt of any wires paid hereunder) shall not preclude Seller from questioning
the accuracy or sufficiency of any Payment at any time, and in the event that any inconsistencies
or mistakes are discovered in such financial statements or payments, they shall immediately be
rectified and the appropriate payment made by Purchaser, together with interest on any overdue
payments at an annual rate of 2% over the “Prime Rate” as reported on the due date in question in the Wall Street Journal. In addition, (a) within 15
calendar days following the end of each of the Company’s fiscal quarters during the Payment Period,
Purchaser shall inform Seller, in verbal or written form, of its estimate of the Revenues of the
Company during such completed fiscal quarter, and (b) within 20 calendar days following the end of
each of the Company’s fiscal quarters during the Payment Period, Purchaser shall deliver to Seller
a written report which sets forth the Revenues of the Company during such completed fiscal quarter.




          (c) Records. Purchaser shall cause the Company to maintain at its expense detailed,
accurate, full and complete records and books of account at the Company’s headquarters, and Seller
and its duly authorized representatives shall have the right, once during each calendar year,
during normal business hours and no later than five calendar days from written notice, to examine
and/or audit such records and books of account and all other documents and materials in the
possession or under the control of Purchaser relating or pertaining to the subject matter or
provisions of this Agreement and to make copies and/or extracts therefrom. In the event that
Seller’s duly authorized representatives shall discover a deficiency in any Payment of ten percent
(10%) or more by any such examination and/or audit, (i) Purchaser shall pay to Seller the cost of
such examination and/or audit, including, but not limited to, legal and accounting fees of advisors
retained by Seller, and (ii) Seller shall have an additional right to examine and/or audit the
books and records once during the six months following the original examination and/or audit.
Purchaser shall cause the Company to keep all such books of account and records available to Seller
for at least two years following the end of the Payment Period.




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     1.4 Closing.



          (a) The Closing of the transactions provided for in this Agreement (the “Closing”) shall take
place at the offices of the Seller’s counsel, Wolf, Block, Schorr and Solis-Cohen LLP, 1650 Arch
Street, 22nd Floor, Philadelphia, PA, as of December 31, 2005, or at such other place, date and
time as shall be agreed to between Seller and Purchaser. The date and time of Closing is sometimes
herein called the “Closing Date.”




          (b) At the Closing,





               (i) Seller shall deliver to Purchaser: (1) a bill of sale transferring and assigning
the Membership Interest to Purchaser, (2) resignations of John F. Short, Douglas L. Cox and
Kevin P. Croke as officers and directors of the Company in the form attached as Exhibit
B, (3) a Release in the form attached as Exhibit C, (4) proof of payment or
complete and final releases of all indebtedness for borrowed money of the Company in form
reasonably satisfactory to Purchaser and its counsel, and (5) an opinion of Wolf, Block,
Schorr and Solis-Cohen LLP, counsel for Seller, in the form attached as Exhibit D;
and




               (ii) Purchaser shall deliver to Seller: (1) resignations of Ruth and Allen as officers
of Opinion Research Corporation in the form attached as Exhibit E, (2) a Personal
Guaranty executed by Allen and Ruth in the form attached hereto as Exhibit F (the
“Guaranty”), (3) a Release in the form attached as Exhibit G, and (4) an opinion of
Eckhart Kolak LLC, counsel for Purchaser, in the form attached as Exhibit H.



     1.5 Working Capital. If the “Working Capital,” as such term is defined below, of the
Company as of the Closing Date (the “Closing Date Working Capital”) exceeds $370,000 (the “Base
Working Capital”), Purchaser shall pay to Seller an amount equal to the Closing Date Working
Capital less the Base Working Capital (the “Excess Working Capital Amount”). The Excess Working
Capital Amount shall be payable on or prior to June 30, 2006 in United States Dollars by wire
transfer to Seller in accordance with the instructions set
forth on Exhibit A hereto. Payment of the Excess Working Capital Amount, if applicable,
shall be separate and apart from, and in addition to, any Payment of the Aggregate Payment under
Sections 1.2 and 1.3 of this Agreement. For purposes of this Agreement, “Working Capital” shall
have the meaning assigned to such term by GAAP.



ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER




     Seller represents and warrants to Purchaser as follows:



     2.1 Organization and Good Standing. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has all requisite power
and authority to own and lease its properties and assets and to conduct its business as now
conducted. The Company is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware. The Company is duly licensed or qualified and in
good standing as a foreign corporation authorized to do business in the following states: Illinois,
Kansas and Ohio. Such states constitute all jurisdictions where the nature of the



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activities
conducted by it makes such licensing or qualification necessary, except where the failure to be so
licensed or qualified would not have a material adverse effect on the business of the Company.
Seller has delivered to Purchaser prior to Closing correct and complete copies of the following
respecting the Company: (a) articles or certificate of organization; (b) operating agreement; (c)
minutes of meetings, record of actions taken by written consent or otherwise without a meeting of
either the members or managers; (d) membership interest register or ledger; and (e) any amendment
to any of the foregoing up to and including the Closing Date. The Company has full power and
authority to conduct its business as it is now being conducted, to own or use the properties and
assets that it purports to own or use, and to perform all its obligations under contracts binding
upon it.




     2.2 Authorization. Seller has all requisite power and authority to execute and
deliver this Agreement and to carry out the transactions contemplated hereby. The execution,
delivery and performance by Seller of this Agreement have been duly authorized by all requisite
corporate action, and this Agreement has been duly executed and delivered by Seller and constitutes
the valid and binding obligation of Seller, enforceable against Seller in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium,
reorganization and other similar laws relating to or affecting the enforcement of creditors’ rights
generally, and except that the availability of specific performance, injunctive relief or other
equitable remedies is subject to the discretion of the court before which any such proceeding may
be brought.



     2.3 No Violation. The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated by this Agreement and the compliance with the terms,
conditions and provisions of this Agreement by the Seller will not, except as has been waived or
approved in writing by lenders under Seller’s credit facilities, conflict with or result in a
breach of or constitute a default (or an event which might, with the passage of time or the giving
of notice or both, constitute a default) or accelerate the maturity or performance of, or cancel,
terminate or modify any of the terms, conditions or provisions of (a) any indenture, mortgage, loan
or credit agreement or any other material agreement or instrument to which Seller is a party or by
which Seller or any of its assets may be bound or affected, (b) any judgment or order of any court
or governmental department, commission, board, agency or instrumentality, domestic or foreign, (c)
any applicable law, rule or regulation, (d) the Articles of Incorporation, By-laws, shareholder
resolutions or board of directors resolutions of Seller, or (e) the Certificate of Formation,
Operating Agreement, member resolutions, or board of directors resolutions of the Company.



     2.4 Title; Liens and Encumbrances on Membership Interest. The authorized capital of
the Company consists solely of 100% of the Membership Interest. Seller is the lawful owner, both
beneficially and of record, of the Membership Interest, and at the Closing Seller shall convey the
Membership Interest free and clear of all liens, encumbrances and restrictions of every kind. The
Membership Interest represents all of the securities of the Company owned by Seller. All of the
outstanding membership interests or other equity securities of Company have been duly authorized
and validly issued and are fully paid and nonassessable. There are no options, contracts, or
agreements relating to the issuance, sale, or transfer of any membership interests, equity
securities, or other securities of Company. None of the outstanding membership



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interests, equity
securities or other securities of the Company was issued in violation of the Securities Act of
1933, as amended.




     2.5 Government Approvals. No consent, approval or authorization of, or registration
or filing with, any governmental authority or other regulatory agency is required in connection
with the execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.



     2.6 Taxes. Seller has accurately prepared, in all material respects, and filed, or
has caused the Company to accurately prepare, in all material respects, and file, all federal,
state and municipal tax returns and tax reports required to be filed by the Company on or prior to
the Closing Date, and has paid all taxes, assessments, fees and charges when and as due under such
returns, or otherwise. No audit, deficiency assessment or proposed adjustment of any of the
Company’s tax returns is pending, or to the knowledge of Seller, threatened. For purposes of this
Agreement, “knowledge of Seller” means the actual present knowledge on the Closing Date, without
investigation, of John F. Short, Douglas L. Cox or Kevin P. Croke.



     2.7 Broker or Finder. No Person acting on behalf of Seller or under the authority of
Seller is or will be entitled to any brokers’ or finders’ fee or any other commission or similar
fee, directly or indirectly, from any of the parties hereto in connection with any of the
transactions contemplated by this Agreement.



     2.8 Employment Agreements. Seller has not entered into any individual employment,
termination, retirement or severance agreement with any employee of the Company other than Ruth and
Allen.



     2.9 Liens and Encumbrances on Assets and Properties. To the knowledge of Seller and
except as set forth on Exhibit I attached hereto, there is no encumbrance, charge, claim,
community property interest, condition, equitable interest, lien, option, pledge, security
interest, right of first refusal, or restriction of any kind, including any restriction on use,
voting, transfer, receipt of income, or exercise of any other attribute of ownership, on any of the
assets or properties of the Company.



     2.10 Debt. To the knowledge of Seller, as of the date hereof, the Company is
obligated for Debt (as such term is defined below) only to Citizen’s Bank of Pennsylvania, First
Horizon Bank and The Royal Bank of Scotland PLC. For purposes of this Agreement, the term “Debt”
means, with respect to the Company, (a) all obligations of the Company for borrowed money; (b) all
obligations of Company evidenced by bonds, debentures, notes or similar instruments; (c) all
obligations of Company for the deferred purchase price of property or services (other than accounts
payable and accrued expenses arising in connection with the normal operations of Company); (d) all
obligations of Company secured by a security interest, mortgage, pledge, lien, hypothecation,
claim, charge, encumbrance, title retention agreement, lessor’s interest under any lease of
property which is capitalized on the statement of financial position of Company (prepared in
accordance with GAAP), or similar interest in any Property of Company (whether or not Company has
assumed the Debt or obligations secured thereby); (e) all obligations of Company under any lease of
property which is capitalized on the statement of financial position of Company (prepared in
accordance with GAAP); (f) all indebtedness of any
other persons or



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entities guaranteed by Company; and (g) all accounts payable or other obligations
of any kind of Company which are payable to Seller, or to any person or entity which directly, or
through one or more intermediaries, controls Seller, is controlled by Seller, or is under common
control with Seller.




ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PURCHASER, RUTH AND ALLEN




     Purchaser hereby represents and warrants to Seller as follows:



     3.1 Representations of Purchaser.



          (a) Authorization by Purchaser. Purchaser has all requisite power and authority to
execute and deliver this Agreement and to carry out the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Purchaser and constitutes the valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar
laws relating to or affecting the enforcement of creditors’ rights generally, and except that the
availability of specific performance, injunctive relief or other equitable remedies is subject to
the discretion of the court before which any such proceeding may be brought.




          (b) Broker or Finder. No Person acting on behalf of Purchaser or under the authority
of Purchaser is or will be entitled to any brokers’ or finders’ fee or any other commission or
similar fee, directly or indirectly, from any of the parties hereto in connection with any of the
transactions contemplated by this Agreement.




          (c) Securities Representations.





               (i) Purchaser is acquiring the Membership Interest for its own account for investment
and not with a view toward resale or distribution;




               (ii) Purchaser is an “accredited investor,” as such term is defined in Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”);




               (iii) Purchaser acknowledges that it must bear the economic risk of an investment in the
Membership Interest for an indefinite period of time and that there is no public market for
the Membership Interest and it is not anticipated that one will develop; and




               (iv) Purchaser has had such an opportunity to obtain such information as is necessary to
permit it to evaluate the merits and risks of its investment in the Company and has consulted
with its own advisers with respect to the investment in the Company, and Purchaser has
reviewed and is familiar with the Company’s business, employees, financial condition and
prospects, financial and otherwise.



          (d) No Warranties by Seller. Purchaser acknowledges that it is acquiring the Company
“as-is” and that, except as otherwise specifically stated in this Agreement, Seller has not made
and is not hereby making any representations or warranties with respect to Company’s business,
employees, financial condition or prospects, financial or otherwise.





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          (e) Ownership of Purchaser. Ruth owns 51% and Risa Kennedy (“Risa”) owns 49% of the
issued and outstanding equity securities of Purchaser.




          (f) Debt. The Company is not obligated under any Debt which was originated or
initiated at one of Company’s offices in Lansing, IL, Topeka, KS, St. John, MO, or Dayton, OH by
Allen or Ruth or an employee of the Company who reports directly or indirectly to Allen or Ruth.




     3.2 Representations of Ruth and Allen. Ruth and Allen hereby represent and warrant to
Seller as follows:



          (a) Authorization. Each of Ruth and Allen has all requisite power and authority to
execute and deliver this Agreement. This Agreement has been duly executed and delivered by Ruth
and Allen and constitutes the valid and binding obligation of Ruth and Allen, enforceable against
each of them in accordance with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, moratorium, reorganization and other similar laws relating to or affecting the
enforcement of creditors’ rights generally, and except that the availability of specific
performance, injunctive relief or other equitable remedies is subject to the discretion of the
court before which any such proceeding may be brought.




          (b) Accredited Investor Status. Ruth is an “accredited investor,” as such term is
defined in Regulation D under the Securities Act.




          (c) Liens and Encumbrances on Assets and Properties. To the knowledge of Ruth and
Allen and except as set forth on Exhibit I attached hereto, there is no encumbrance,
charge, claim, community property interest, condition, equitable interest, lien, option, pledge,
security interest, right of first refusal, or restriction of any kind, including any restriction on
use, voting, transfer, receipt of income, or exercise of any other attribute of ownership, on any
of the assets or properties of the Company. For purposes of this Agreement, “knowledge of Ruth and
Allen” means the actual present knowledge on the Closing Date, without investigation, of Ruth or
Allen.




ARTICLE IV

COVENANTS




     4.1 Covenants of Purchaser and Ruth and Allen.



          (a) Conduct of Business.




          (i) Unless (A) Seller otherwise consents in writing, or (B) Purchaser notifies Seller in
writing of its decision to completely abandon the operation of the Company pursuant to a plan of
dissolution or liquidation of the Company or in connection with the closure of all Company
facilities and termination of all Company employees because the operation of the Company is not
commercially viable, during the Payment Period Purchaser will conduct, and will cause the Company
to conduct, the business of the Company in its ordinary and usual course, substantially consistent
with past practice. Purchaser shall use its best efforts to conduct the Company’s business so as
to maximize, to the extent commercially reasonable, the Aggregate Payment, and shall not take any
action, or refrain from taking any action, the purpose




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of which is to deny Seller the benefit of
the Aggregate Payment. During the Payment Period, the Company’s fiscal year shall end on December
31 of each year.




          (ii) Before and during the Payment Period, regardless of whether the operation of the Company
has been abandoned, (A) the Purchaser agrees that it shall not engage in, own, operate or become a
consultant to any business that competes with the Company or conducts any business that is
conducted by or similar to the business conducted by the Company on the Closing Date or thereafter,
and (B) each of Ruth and Allen agrees that he or she shall not engage in, own, operate or become an officer of, employee of
or consultant to any business that competes with the Company or conducts any business that is
conducted by or similar to the business conducted by the Company on the Closing Date or thereafter.
Except as otherwise provided by this Section 4.1, during the Payment Period Purchaser shall cause
the Company to maintain its status as a limited liability company in good standing under the laws
of the State of Delaware.




          (b) Payment Upon Sale of Company. Upon a “Sale” of the Company at any time during the
Payment Period, Purchaser, Ruth and Allen shall deliver or cause the Company to deliver to Seller
one-half of all of the “net proceeds” of such transaction or transactions received by Purchaser,
the Company, Ruth, Allen or any of their respective affiliates, whether paid at the closing of such
transaction(s) or whether in the form of an earn-out or other deferred payment, when and as such
net proceeds are paid to any such person or entity. For purposes of this Agreement, (i) “Sale”
means the occurrence of any of the following: (A) any consolidation or merger of Purchaser or the
Company in which Purchaser or the Company, as applicable, is not the continuing or surviving entity
or pursuant to which the equity interests in Purchaser or the Company, as applicable, would be
converted into cash, securities or other property, other than a merger of Purchaser or the Company,
as applicable, in which Ruth, Risa or Purchaser, respectively, has the same proportionate ownership
of equity interests of the surviving entity immediately after the merger, (B) any sale, lease,
exchange or other transfer (in one transaction or a series of transactions) of all, or
substantially all, the assets of Purchaser or the Company, or the liquidation or dissolution of
Purchaser or the Company, (C) any sale or transfer (in one transaction or a series of transactions)
by Purchaser of a majority of the Membership Interest, (D) any sale or transfer (in one transaction
or a series of transactions) by Ruth and/or Risa of a majority of the equity interest in Purchaser,
or (E) the entering into of an agreement to do any of the foregoing; and (ii) “net proceeds” means
all proceeds of a transaction less the amount of reasonable legal, accounting and brokerage fees,
transfer taxes and filing or recording fees incurred in connection with the transaction.




          (c) Employment Contracts and Benefits. Purchaser agrees that following the Closing
Date it will cause the Company to comply with the applicable terms and provisions of the
employment, retirement, termination, severance and similar agreements and arrangements with
employees of the Company that are in effect at the Closing Date.




     4.2 Covenants of Seller.



          (a) Options. Prior to the date hereof, Allen received options to purchase an
aggregate of 1,000 shares of Seller’s common stock and Ruth received options to purchase 1,000
shares of Seller’s common stock and other employees of the Company received options to




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purchase an
aggregate of 6,000 shares of Seller’s common stock (collectively, the “Options”). Seller shall,
following the Closing and the resignation of Ruth and Allen as officers of Seller, honor the terms
and conditions of the Options.




          (b) Cooperation Regarding Financing. Seller agrees to use commercially reasonable
efforts to provide information regarding the Company as requested by Purchaser and the Company in
connection with and reasonably related to the initial debt financing of the Company following the
Closing.




          (c) Tax Returns. Seller will accurately prepare, in all material respects, and file
all federal, state and municipal tax returns and tax reports required to be filed by the Company
with respect to the Company’s fiscal year ending December 31, 2005, and Seller will pay all taxes,
assessments, fees and charges when and as due under such returns.




          (d) Prohibition on Use of ProTel Name. Seller agrees that Seller shall not use and
shall not permit any person or entity that directly, or through one or more intermediaries,
controls Seller, is controlled by Seller, or is under common control with Seller, to use any name,
tradename, trademark, or service mark that contains the words “ProTel”, “Protel”, “Pro-Tel”, or any
similar variation.




          (e) List of Accounts Payable. Within 10 calendar days after the Closing, Seller shall
deliver to Purchaser a list of the Company’s accounts payable (as such term is defined by GAAP) as
of the Closing Date.




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ARTICLE V

SURVIVAL OF COVENANTS, AGREEMENTS,

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION




     5.1 Survival. All covenants, agreements, representations and warranties made herein
shall survive the Closing notwithstanding any due diligence or investigation conducted on behalf of
any party and shall not merge in the performance of any obligation by any party hereto.



     5.2 Indemnification by Purchaser. Purchaser shall indemnify, defend and hold harmless
Seller and its affiliates, directors and agents from and against any claim, loss or expense
(including attorneys’ fees) arising out of (a) any breach by Purchaser, Ruth or Allen of any
representation or warranty contained in this Agreement, (b) any default by Purchaser, Ruth or Allen
in the performance of any of the covenants and agreements contained in this Agreement, or (c) the
business or operations of the Company. Seller may, upon notice to Purchaser specifying in
reasonable detail the basis for such set-off, set off any amount to which it may be entitled under
this Section 5.2 against amounts otherwise payable by Seller under this Agreement. The exercise of
such right of set-off by Seller in good faith, whether or not ultimately determined to be
justified, will not constitute an event of default under this Agreement. Neither the exercise of
nor the failure to exercise such right of set-off will constitute an election of remedies or limit
Seller in any manner in the enforcement of any other remedies that may be available to it.



     5.3 Indemnification by Ruth and Allen. Ruth and Allen shall jointly and severally
indemnify, defend and hold harmless Seller and its affiliates, directors and agents from and
against any claim, loss or expense (including attorneys’ fees) arising out of (a) any breach by
Ruth or Allen of any of their representations or warranties contained in this Agreement, (b) any
default by Ruth or Allen in the performance of any of their covenants and agreements contained in
this Agreement.



     5.4 Indemnification by Seller. Seller shall indemnify, defend and hold harmless
Purchaser from and against any claim, loss or expense (including attorneys’ fees) arising out of
(a) any breach by Seller of any representation or warranty contained in this Agreement, or (b) any
default by Seller in the performance of any of the covenants and agreements contained in this
Agreement. Purchaser may, upon notice to Seller specifying in reasonable detail the basis for such
set-off, set off any amount to which it may be entitled under this Section 5.4 against amounts
otherwise payable by Purchaser under this Agreement. The exercise of such right of set-off by
Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute
an event of default under this Agreement. Neither the exercise of nor the failure to exercise such
right of set-off will constitute an election of remedies or limit Purchaser in any manner in the
enforcement of any other remedies that may be available to it.



ARTICLE VI

MISCELLANEOUS




     6.1 Specific Enforcement. The parties hereto acknowledge and agree that each would be
irreparably damaged if any of the provisions of this Agreement are not performed by the other in
accordance with their specific terms or are otherwise breached. It is accordingly agreed that



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each party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement
by the other parties and to enforce this Agreement and the terms and provisions thereof
specifically against the other parties, in addition to any other remedy to which such aggrieved
party may be entitled at law or in equity.




     6.2 Severability. If any term or provision of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void, unenforceable or against its
regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.



     6.3 Assignment. This Agreement shall be binding upon and shall inure to the benefit
of the parties and their respective successors and assigns, except that neither Purchaser, Ruth nor
Allen shall assign their rights hereunder without the prior written consent of Seller.



     6.4 Amendments. This Agreement may not be modified, amended, altered or supplemented
except by a written agreement signed by Seller, Purchaser, Ruth and Allen. Any party may waive any
condition to its obligations hereunder.



     6.5 Notices. Every notice or other communication required or contemplated by this
Agreement to be given by a party shall be delivered either by (a) personal delivery, (b) courier
mail, or (c) facsimile addressed to the party for whom intended at the following address:



     To Seller:


Opinion Research Corporation

600 College Road East, Suite 4100

Princeton, New Jersey 08540

Attention: John F. Short, Chairman, President and CEO

Facsimile No.: (609) 419-1830



With a copy (which shall not constitute notice) to:


Wolf, Block, Schorr and Solis-Cohen LLP

1650 Arch Street, 22nd Floor

Philadelphia, Pennsylvania 19103

Attention: David Gitlin, Esq.

Facsimile No.: (215) 405-3884




     To Purchaser:


ProTel Marketing, Inc.

17233 Continental Drive

Lansing, IL 60438

Attention: Ruth R. Wolf or Allen E. Wolf

Facsimile No.: (708) 418-7457




     With a copy (which shall not constitute notice) to:



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Eckhart Kolak llc

55 W. Monroe Street, Suite 1925

Chicago, IL 60603

Attention: Raymond P. Kolak, Esq.

Facsimile (312) 236-0105




     To Ruth and Allen:


Ruth Wolf

Allen Wolf

c/o ProTel Marketing, Inc.

17233 Continental Drive

Lansing, IL 60438

Facsimile No.: (708) 418-7457



or at such other address as the intended recipient previously shall have designated by written
notice to the other parties. Notice by courier mail shall be effective on the date it is officially
recorded as delivered to the intended recipient by return receipt or equivalent. All notices and
other communications required or contemplated by this Agreement delivered in person or sent by
facsimile shall be deemed to have been delivered to and received by the addressee and shall be
effective on the date of personal delivery or at the time of confirmation, respectively. Notice not
given in writing shall be effective only if acknowledged in writing by a duly authorized
representative of the party to whom it was given.




     6.6 Integration. This Agreement (including any exhibits or appendices hereto) and
other documents delivered pursuant hereto constitute the entire understanding of the parties with
respect to the subjects hereof and thereof. There are no restrictions, agreements, promises,
warranties, covenants or undertakings other than those expressly set forth herein or therein with
respect to any matter.



     6.7 Waivers. No failure or delay on the part of either party in the exercise of any
power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege. All rights and remedies existing under this Agreement
are cumulative to, and not exclusive of, any rights or remedies otherwise available.



     6.8 Governing Law. This Agreement shall be exclusively governed by, construed in
accordance with, and interpreted according to the substantive law of the State of Delaware without
giving effect to the principles of conflict of laws.



     6.9 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument. A facsimile transmission of an original signature shall be deemed to be an
original signature.



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     6.10 Cooperation. The parties hereto shall each perform such acts, execute and
deliver such instruments and documents and do all such other things as may be reasonably necessary
to accomplish the transactions contemplated in this Agreement.



     6.11 Section Headings and Captions. Section headings and captions used in this
Agreement are provided for convenience only and shall not affect this Agreement’s meaning or
interpretation.



     6.13 Interpretation of Agreement. The parties hereto acknowledge and agree that this
Agreement has been negotiated at arm’s-length and among parties equally sophisticated and
knowledgeable in the matters dealt with in this Agreement. Accordingly, any rule of law or legal
decision that would require interpretation of any ambiguities in this Agreement against the party
that has drafted it is not applicable and is waived. The provisions of this Agreement shall be
interpreted in a reasonable manner to effect the intent of the parties as set forth in this
Agreement.



[Signature Page Follows]




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     IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement on the date
first set forth above.




	 	 	 	 	 	 	 
	 	 	OPINION RESEARCH CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Douglas L. Cox	 	 
	 

	 	Name:
	 	 

Douglas L. Cox
	 	 
	 

	 	Title:
	 	Executive Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PROTEL MARKETING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Ruth Wolf	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	With respect to Sections 3.2, 4.1, 5.1, 5.3 and Article VI of this
Agreement only, the undersigned have duly executed this Agreement
on the date first set forth above.
	 
	 	 	 	 	 	 
	 	 	   /s/ Ruth Wolf	 	 
	 	 	 	 	 
	 	 	Ruth Wolf	 	 
	 
	 	 	 	 	 	 
	 	 	   /s/ Allen Wolf	 	 
	 	 	 	 	 
	 	 	Allen Wolf	 	 






 




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