ex10_30.htm


    
      
        
          
            Exhibit 10.30

             

          

          
             

          

        

        EXECUTION VERSION

         

        
           

           

        

        
          
             

             

          

           

        

        ASSET PURCHASE AGREEMENT

         

        
           

           

        

        BY AND AMONG

         

        
           

           

        

        PREMIER RESEARCH INTERNATIONAL,
LLC,

         

        
           

           

        

        PREMIER RESEARCH ARIZONA,
LLC,

         

        
           

        

         

        PHC, INC. D/B/A PIONEER BEHAVIORAL
HEALTH,

         

        
           

           

        

        PIVOTAL RESEARCH CENTERS,
INC.

         

        
           

        

         

        AND

         

        
           

        

         

        PIVOTAL RESEARCH CENTERS,
LLC

         

        
           

        

         

        January 9, 2009

         

        
           

           

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
             

          

        

        TABLE OF
CONTENTS

         

        
          	
                  
                     

                  

                	
                  
                     

                  

                	
                  
                    Page

                  

                
	
                  
                    Section 1.
      

                  

                	
                  
                    Purchase and
      Sale

                  

                	
                  
                    1

                  

                
	
                  
                    
                      1.1

                    

                  

                	
                  
                    
                      Agreement to
      Purchase and Sell.

                    

                  

                	
                  
                    
                      1

                    

                  

                
	
                  
                    
                      1.2

                    

                  

                	
                  
                    
                      Included
      Assets.

                    

                  

                	
                  
                    
                      1

                    

                  

                
	
                  
                    
                      1.3

                    

                  

                	
                  
                    
                      Excluded
      Assets.

                    

                  

                	
                  
                    
                      2

                    

                  

                
	
                  
                    
                      1.4

                    

                  

                	
                  
                    
                      Assumption of
      Assumed Liabilities.

                    

                  

                	
                  
                    
                      3

                    

                  

                
	
                  
                    
                      1.5

                    

                  

                	
                  
                    
                      Retention of
      Excluded Liabilities.

                    

                  

                	
                  
                    
                      3

                    

                  

                
	
                  
                    
                      1.6

                    

                  

                	
                  
                    
                      Nonassignable
      Contracts.

                    

                  

                	
                  
                    
                      4

                    

                  

                
	
                  
                    Section
      2.

                  

                	
                  
                    Closing Matters;
      Purchase Price.

                  

                	
                  
                    5

                  

                
	
                  
                    
                      2.1

                    

                  

                	
                  
                    
                      The
      Closing.

                    

                  

                	
                  
                    
                      5

                    

                  

                
	
                  
                    
                      2.2

                    

                  

                	
                  
                    
                      Purchase
      Price.

                    

                  

                	
                  
                    
                      5

                    

                  

                
	
                  
                    
                      2.3

                    

                  

                	
                  
                    
                      Allocation of
      Purchase Price.

                    

                  

                	
                  
                    
                      7

                    

                  

                
	
                  
                    
                      2.4

                    

                  

                	
                  
                    
                      Proration of
      Taxes.

                    

                  

                	
                  
                    
                      7

                    

                  

                
	
                  
                    
                      2.5

                    

                  

                	
                  
                    
                      Further
      Assurances.

                    

                  

                	
                  
                    
                      8

                    

                  

                
	
                  
                    Section
      3

                  

                	
                  
                    Representations and
      Warranties of the Seller and Parent

                  

                	
                  
                    8

                  

                
	
                  
                    
                      3.1

                    

                  

                	
                  
                    
                      Organization; Books
      and Records.

                    

                  

                	
                  
                    
                      8

                    

                  

                
	
                  
                    
                      3.2

                    

                  

                	
                  
                    
                      Authorization,
      Execution and Enforceability.

                    

                  

                	
                  
                    
                      9

                    

                  

                
	
                  
                    
                      3.3

                    

                  

                	
                  
                    
                      Absence of
      Restrictions and Conflicts.

                    

                  

                	
                  
                    
                      9

                    

                  

                
	
                  
                    
                      3.4

                    

                  

                	
                  
                    
                      Capitalization; No
      Interest in Other Entities.

                    

                  

                	
                  
                    
                      10

                    

                  

                
	
                  
                    
                      3.

                    

                  

                	
                  
                    
                      Ownership of Assets
      and Related Matters

                    

                  

                	
                  
                    
                      10

                    

                  

                
	
                  
                    
                      3.

                    

                  

                	
                  
                    
                      Financial
      Statements

                    

                  

                	
                  
                    
                      11

                    

                  

                
	
                  
                    
                      3.7

                    

                  

                	
                  
                    
                      Absence of Certain
      Change

                    

                  

                	
                  
                    
                      12

                    

                  

                
	
                  
                    
                      3.8

                    

                  

                	
                  
                    
                      Legal
      Proceedings.

                    

                  

                	
                  
                    
                      12

                    

                  

                
	
                  
                    
                      3.9

                    

                  

                	
                  
                    
                      Licenses, Permits
      and Compliance with Law.

                    

                  

                	
                  
                    
                      13

                    

                  

                
	
                  
                    
                      3.10

                    

                  

                	
                  
                    
                      Assumed
      Contracts.

                    

                  

                	
                  
                    
                      13

                    

                  

                
	
                  
                    
                      3.11

                    

                  

                	
                  
                    
                      Tax Returns;
      Taxes.

                    

                  

                	
                  
                    
                      13

                    

                  

                
	
                  
                    
                      3.12

                    

                  

                	
                  
                    
                      Employees.

                    

                  

                	
                  
                    
                      14

                    

                  

                
	
                  
                    
                      3.13

                    

                  

                	
                  
                    
                      Employee Benefit
      Plans.

                    

                  

                	
                  
                    
                      15

                    

                  

                
	
                  
                    
                      3.14

                    

                  

                	
                  
                    
                      Labor
      Relations.

                    

                  

                	
                  
                    
                      1

                    

                  

                
	
                  
                    
                      3.15

                    

                  

                	
                  
                    
                      Insurance.

                    

                  

                	
                  
                    
                      16

                    

                  

                
	
                  
                    
                      3.16

                    

                  

                	
                  
                    
                      Intellectual
      Property.

                    

                  

                	
                  
                    
                      16

                    

                  

                
	
                  
                    
                      3.17

                    

                  

                	
                  
                    
                      Transactions with
      Affiliates.

                    

                  

                	
                  
                    
                      20

                    

                  

                
	
                  
                    
                      3.18

                    

                  

                	
                  
                    
                      Customer and
      Supplier Relations.

                    

                  

                	
                  
                    
                      21

                    

                  

                
	
                  
                    
                      3.19

                    

                  

                	
                  
                    
                      Nondisclosed
      Payments; Ethical Practices.

                    

                  

                	
                  
                    
                      21

                    

                  

                
	
                  
                    
                      3.20

                    

                  

                	
                  
                    
                      Brokers, Finders and
      Investment Bankers.

                    

                  

                	
                  
                    
                      21

                    

                  

                
	
                  
                    
                      3.21

                    

                  

                	
                  
                    
                      Disclosure.

                    

                  

                	
                  
                    
                      22

                    

                  

                
	
                  
                    Section
      4.

                  

                	
                  
                    Representations and
      Warranties of the Purchaser and Premier.

                  

                	
                  
                    22

                  

                
	
                  
                    
                      4.1

                    

                  

                	
                  
                    
                      Organization and
      Qualification.

                    

                  

                	
                  
                    
                      22

                    

                  

                
	
                  
                    
                      4.2

                    

                  

                	
                  
                    
                      Authorization,
      Execution and Enforceability.

                    

                  

                	
                  
                    
                      22

                    

                  

                
	
                  
                    
                      4.3

                    

                  

                	
                  
                    
                      Absence of
      Restrictions and Conflicts.

                    

                  

                	
                  
                    
                      23

                    

                  

                
	
                  
                    
                      4.4

                    

                  

                	
                  
                    
                      Brokers, Finders and
      Investment Bankers.

                    

                  

                	
                  
                    
                      23

                    

                  

                
	
                  
                    Section
      5.

                  

                	
                  
                    Additional Covenants
      and Agreements.

                  

                	
                  
                    23

                  

                
	
                  
                    
                      5.1

                    

                  

                	
                  
                    
                      Public
      Announcements.

                    

                  

                	
                  
                    
                      23

                    

                  

                
	
                  
                    
                      5.2

                    

                  

                	
                  
                    
                      Reimbursement.

                    

                  

                	
                  
                    
                      23

                    

                  

                
	
                  
                    
                      5.3

                    

                  

                	
                  
                    
                      Insurance.

                    

                  

                	
                  
                    
                      24

                    

                  

                
	
                  
                    
                      5.4

                    

                  

                	
                  
                    
                      Employee
      Matters

                    

                  

                	
                  
                    
                      24

                    

                  

                
	
                  
                    
                      5.5

                    

                  

                	
                  
                    
                      No Benefit Plan
      Liabilities.

                    

                  

                	
                  
                    
                      24

                    

                  

                
	
                  
                    
                      5.6

                    

                  

                	
                  
                    
                      No Employer
      Liabilities.

                    

                  

                	
                  
                    
                      24

                    

                  

                
	
                  
                    
                      5.7

                    

                  

                	
                  
                    
                      Transfer Taxes and
      Similar Charges.

                    

                  

                	
                  
                    
                      25

                    

                  

                
	
                  
                    
                      5.8

                    

                  

                	
                  
                    
                      Bulk
      Sales.

                    

                  

                	
                  
                    
                      25

                    

                  

                
	
                  
                    
                      5.9

                    

                  

                	
                  
                    
                      Name
      Change.

                    

                  

                	
                  
                    
                      25

                    

                  

                
	
                  
                    
                      5.10

                    

                  

                	
                  
                    
                      Conduct of
      Business.

                    

                  

                	
                  
                    
                      25

                    

                  

                
	
                  
                    
                      5.11

                    

                  

                	
                  
                    
                      Notification.

                    

                  

                	
                  
                    
                      26

                    

                  

                
	
                  
                    
                      5.12

                    

                  

                	
                  
                    
                      No
      Negotiation.

                    

                  

                	
                  
                    
                      26

                    

                  

                
	
                  
                    Section
      6.

                  

                	
                  
                    Noncompetition.

                  

                	
                  
                    26

                  

                
	
                  
                    
                      6.1

                    

                  

                	
                  
                    
                      Definitions.

                    

                  

                	
                  
                    
                      26

                    

                  

                
	
                  
                    
                      6.2

                    

                  

                	
                  
                    
                      Trade Secrets and
      Confidential Information.

                    

                  

                	
                  
                    
                      27

                    

                  

                
	
                  
                    
                      6.3

                    

                  

                	
                  
                    
                      Noncompetition.

                    

                  

                	
                  
                    
                      27

                    

                  

                
	
                  
                    
                      6.4

                    

                  

                	
                  
                    
                      Severability.

                    

                  

                	
                  
                    
                      28

                    

                  

                
	
                  
                    
                      6.5

                    

                  

                	
                  
                    
                      Injunctive
      Relief

                    

                  

                	
                  
                    
                      28

                    

                  

                
	
                  
                    Section
      7.

                  

                	
                  
                    Closing Conditions;
      Termination.

                  

                	
                  
                    29

                  

                


        

        
           

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

        
          
            
              
                
                  	 7.1	 Conditions
      to Obligations of Each Party to Effect the Acquisition	 29
	
                          7.2

                        	
                          Additional Conditions to Obligations of the Seller
      and Parent to Close.

                        	
                          29

                        
	
                          7.3

                        	
                          Additional Conditions to the Obligations of
      Premier and the Purchaser to Close.

                        	
                          29

                        
	
                          7.4

                        	
                          Frustration of Closing
      Conditions.

                        	
                          30

                        
	
                          7.5

                        	
                          Termination.

                        	
                          31

                        
	
                          7.6

                        	
                          Effect of Termination.

                        	
                          31

                        
	
                          Section 8.

                        	
                          Indemnification.

                        	
                          32

                        
	
                          8.1

                        	
                          Indemnification Obligations of the Seller and
      Parent.

                        	
                          32

                        
	
                          8.2

                        	
                          Indemnification Obligations of Premier and the
      Purchaser.

                        	
                          32

                        
	
                          8.3

                        	
                          Indemnification Procedure.

                        	
                          33

                        
	
                          8.4

                        	
                          Claims Period.

                        	
                          34

                        
	
                          8.5

                        	
                          Basket.

                        	
                          35

                        
	
                          8.6

                        	
                          Cap.

                        	
                          35

                        
	
                          8.7

                        	
                          Exclusive Remedy.

                        	
                          35

                        
	
                          Section 9.

                        	
                          Miscellaneous.

                        	
                          35

                        
	
                          9.1

                        	
                          Notices.

                        	
                          35

                        
	
                          9.2

                        	
                          Attachments.

                        	
                          36

                        
	
                          9.3

                        	
                          Knowledge; Usage.

                        	
                          36

                        
	
                          9.4

                        	
                          Assignment; Successors in Interest; Binding
      Effect.

                        	
                          37

                        
	
                          9.5

                        	
                          Number; Gender.

                        	
                          37

                        
	
                          9.6

                        	
                          Captions.

                        	
                          37

                        
	
                          9.7

                        	
                          Controlling Law; Integration; Amendment;
      Construction.

                        	
                          37

                        
	
                          9.8

                        	
                          Severability.

                        	
                          38

                        
	
                          9.9

                        	
                          Counterparts.

                        	
                          38

                        
	
                          9.10

                        	
                          Enforcement of Certain
    Rights.

                        	
                          38

                        
	
                          9.11

                        	
                          Waiver.

                        	
                          38

                        
	
                          9.12

                        	
                          Costs and Expenses.

                        	
                          38

                        
	
                          9.13

                        	
                          Arbitration; Legal
    Proceedings.

                        	
                          38

                        


                

              

            



        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
             

            SCHEDULES

          

        

         

        
           

           

        

        
          	
                  
                    Schedule 1.2(c)

                  

                	
                  
                    Equipment and Computer
      Hardware

                  

                
	
                  
                    Schedule 1.2(h)

                  

                	
                  
                    Licenses

                  

                
	
                  
                    Schedule 1.3(a)

                  

                	
                  
                    Excluded Contracts

                  

                
	
                  
                    Schedule 1.3(d)

                  

                	
                  
                    Other Excluded Assets

                  

                
	
                  
                    Schedule 1.3(e)

                  

                	
                  
                    Cash Included

                  

                
	
                  
                    Schedule 1.4(b)

                  

                	
                  
                    Current Liabilities of the
      Sellers

                  

                
	
                  
                    Schedule 2.2(a)

                  

                	
                  
                    Purchase Price (Sellers Account
      Information)

                  

                
	
                  
                    Schedule 2.3

                  

                	
                  
                    Asset Allocation

                  

                
	
                  
                    Schedule 4.2

                  

                	
                  
                    Purchaser Ancillary
    Documents

                  

                
	
                  
                    Schedule 5.4

                  

                	
                  
                    Earned Time Off Amounts

                  

                
	
                  
                    Schedule 7.3(e)

                  

                	
                  
                    Required
  Consents

                  

                


        

        
          
             

             

          

          
             

          

        

         

        DISCLOSURE
SCHEDULES

         

        
           

        

         

        
          	
                  
                    
                      Schedule
      3.1

                    

                  

                	
                  
                    
                      List of Locations
      where Qualified as a Foreign Entity

                    

                  

                
	
                  
                    
                      Schedule
      3.2

                    

                  

                	
                  
                    
                      Sellers Ancillary
      Documents

                    

                  

                
	
                  
                    
                      Schedule
      3.4(b)

                    

                  

                	
                  
                    
                      Capitalization; No
      Interest in Other Entities

                    

                  

                
	
                  
                    
                      Schedule
      3.5(b)

                    

                  

                	
                  
                    
                      Real Property Leases
      and Personal Property Leases

                    

                  

                
	
                  
                    
                      Schedule
      3.5(d)

                    

                  

                	
                  
                    
                      Liens

                    

                  

                
	
                  
                    Schedule
      3.6(a)

                  

                	
                  
                    Financial
      Statements

                  

                
	
                  
                    Schedule
      3.6(b)

                  

                	
                  
                    GAAP; Accounting
      Polices, Practices and Procedures

                  

                
	
                  
                    Schedule
      3.9

                  

                	
                  
                    Licenses, Permits
      and Compliance with Law

                  

                
	
                  
                    Schedule
      3.10

                  

                	
                  
                    Assumed Contracts
      and Third Party Consents

                  

                
	
                  
                    Schedule
      3.12

                  

                	
                  
                    Employees

                  

                
	
                  
                    Schedule
      3.13

                  

                	
                  
                    Employee Benefit
      Plans

                  

                
	
                  
                    Schedule
      3.15

                  

                	
                  
                    Insurance

                  

                
	
                  
                    Schedule
      3.16(b)

                  

                	
                  
                    Ownership and Use of
      Intellectual Property

                  

                
	
                  
                    Schedule
      3.16(e)

                  

                	
                  
                    Owned Intellectual
      Property

                  

                
	
                  
                    Schedule
      3.16(l)

                  

                	
                  
                    Licenses of
      Intellectual Property to the Seller

                  

                
	
                  
                    Schedule
      3.17

                  

                	
                  
                    Transactions with
      Affiliates

                  

                
	
                  
                    Schedule
      3.18(a)

                  

                	
                  
                    Customer
      Relations

                  

                
	
                  
                    Schedule
      3.18(b)

                  

                	
                  
                    Supplier
      Relations

                  

                


        

        
          
             

             

          

          
             

             

          

        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

        
          EXHIBITS

        

         

        
           

        

        
          	
                  
                    
                      Exhibit
      A

                    

                  

                	
                  
                    
                      Guaranty

                    

                  

                
	
                  
                    
                      Exhibit
      B-1

                    

                  

                	
                  
                    
                      Form of Officer’s
      Certificates

                    

                  

                
	
                  
                    
                      Exhibit
      B-2

                    

                  

                	
                  
                    
                      Form of Secretary’s
      Certificates

                    

                  

                
	
                  
                    
                      Exhibit
      C

                    

                  

                	
                  
                    
                      Form of Bill of Sale
      and Assumption
Agreement

                    

                  

                


        

        
          
             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

          
             

          

        

        
          
            
              ASSET PURCHASE
AGREEMENT

            

          

        

         

         

        
          
                THIS ASSET PURCHASE
AGREEMENT (this “Agreement”), dated as
of January 9, 2009, is by and among PREMIER RESEARCH INTERNATIONAL, LLC, a
Delaware limited liability company (“Premier”); PREMIER
RESEARCH ARIZONA, LLC, a Delaware limited liability company and the wholly-owned
subsidiary of Premier (the “Purchaser”); PIVOTAL
RESEARCH CENTERS, INC., a Delaware corporation (“PRC Inc.”); PIVOTAL
RESEARCH CENTERS, LLC, an Arizona limited liability company (“PRC LLC”); and PHC,
INC., a Massachusetts corporation D/B/A PIONEER BEHAVIORAL HEALTH (the “Parent”).  This
Agreement may refer to either of PRC Inc. or PRC LLC as a “Seller” and
collectively as the “Sellers”.

          

        

         

        
           

        

        W I T N E S S E T H:

         

        
           

        

        
          
            WHEREAS, the Sellers are
contract research organizations that provide clinical research, reimbursement
and regulatory services for pharmaceutical companies in the neurological,
psychiatric, women’s health and selected internal medicine indications
therapeutic areas (the “Business”);

             

          

          
                WHEREAS, the
parties desire to enter into this Agreement, pursuant to which the Sellers
propose to sell to the Purchaser, and the Purchaser proposes to purchase from
the Sellers, substantially all of the assets used or held for use by the Sellers
in the conduct of the Business (the “Acquisition”), and
the Purchaser proposes to assume certain of the liabilities and obligations of
the Sellers relating to the Business; and

          

        

         

        
          
            WHEREAS, the parties desire to
make certain representations, warranties, covenants and agreements in connection
with the Acquisition;

             

          

        

        
          
            NOW, THEREFORE, in
consideration of the premises and the mutual promises and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged conclusively, the parties hereto, intending to
be legally bound, hereby agree as follows:

             

          

          
            Section  1.    Purchase and Sale.

          

        

         

        
          
            
              1.1     Agreement to Purchase and
Sell Subject to the
terms and conditions of this Agreement, effective as of the Closing Date (as
defined in Section 2.1), the Sellers hereby agree to sell, convey, assign,
transfer and deliver to the Purchaser, and the Purchaser agrees to purchase and
acquire from the Sellers, all direct or indirect right, title and interest of
the Sellers in and to (a) the Business and (b) except for the Excluded Assets
(as defined in Section 1.3), all of the assets, properties and rights of the
Sellers of every kind and description, tangible and intangible, wherever
situated (which assets, properties and rights of the Sellers are collectively
referred to herein as the “Assets”), free and
clear of all Liens (as defined in Section 3.5(d)).

              



                    1.2           Included
Assets   Except as otherwise expressly set forth in
Section 1.3 hereof, the Assets shall consist of all of the assets, properties
and rights of the Sellers related to or used in connection with the Business of
every kind and description, tangible and intangible, wherever situated, and
shall include, without limitation, the following assets, properties and rights
of the Sellers as of the Closing Date:

    (a)           all
prepaid expenses, advances, credits and deposits and the cash amounts set forth
on Schedule
1.3(e);

            

          

        

                   

            (b)           all
accounts receivable, notes receivable and other receivables and any security
therefor;

         

        
              (c)           all
fixed assets, equipment, fixtures, furnishings, servers, computer hardware and
other tangible property, including the property described on Schedule
1.2(c);

        

         

                        (d)           all
right, title and interest in and to all Assumed Contracts (as defined in Section
3.10);

         

        
                          
(e)           all right,
title and interest in and to the name “Pivotal Research Centers, Inc.,” “Pivotal
Research Centers, LLC” or any derivatives thereof, and all other trade names
used by the Business;

           

        

                        
(f)           all (i)
Intellectual Property (as defined in Section 3.16(a)), including the
Intellectual Property listed on Schedule 3.16(e),
(ii) Data (as defined in Section 3.16(n)), and (iii) all of the Sellers’ right,
title and interest in and to all computer systems (including management
information and order systems, service pricing systems, hardware, software,
servers, computers, printers, scanners, monitors, peripheral and accessory
devices and the related media, manuals, documentation and user guides), all
claims, credits, rights of recovery and set-off with respect thereto, all of the
right, title and interest of the Sellers in or to any software, computer program
or software product owned, used, developed or being developed (including
software to create, publish, manufacture and distribute any web site or home
page and macros used on any web site or home page) whether for internal use or
for sale or license to others, and all of the Sellers’ right, title and interest
in and to any and all software, computer programs and software products licensed
by the Sellers and all proprietary rights and documentation of the Sellers,
whether or not patented or copyrighted, associated therewith;

         

                        (g)           all
information, files, documents, correspondence, records, data, plans, reports,
contracts and recorded knowledge, including customer, supplier, price and
mailing lists, and all accounting, payroll, personnel or other books and
records, in whatever media retained or stored, including computer programs and
disks;

         

                        (h)           all
transferable Licenses (as defined in Section 3.9), including those set forth on
Schedule
1.2(h);

         

                         (i)           all
rights to causes of action, lawsuits, judgments, claims and demands of any
nature available or being pursued (other than such rights relating solely to
Excluded Assets or Excluded Liabilities (as defined in Section 1.5)); and

         

                       
(j)           all rights
in and under all express or implied guarantees, warranties, representations,
covenants, indemnities and similar rights in favor of the Sellers (other than
such rights relating solely to Excluded Assets or Excluded Liabilities).

         

                1.3         Excluded
Assets Notwithstanding anything to the contrary set forth herein,
the term “Assets” shall not mean or include the following assets, properties and
rights of the Sellers (collectively, the “Excluded
Assets”):

         

                         
(a)           any
Non-Assigned Contract (as defined in Section 1.6(b)) or any Contract (as defined
in Section 3.10) (including any License) that the parties agree shall not be
transferred to the Purchaser, as set forth on Schedule
1.3(a);

         

                         
(b)           the charter
documents, minute books, stock ledgers and other books and records related to
the formation or incorporation of the Sellers;

         

        
                           
(c)           all rights
and claims of the Sellers and Parent under this Agreement and the Purchaser
Ancillary Documents (as defined in Section 4.2);

        

         

                         
(d)           the assets
set forth on Schedule 1.3(d); and

         

                         
(e)           all cash
amounts except as set forth in Schedule 1.3(e)

         

            1.4         Assumption of Assumed
Liabilities Except as expressly provided in this Section 1.4, the
Purchaser shall not assume any claims, liabilities or obligations of the
Sellers.  As the sole exception to the foregoing, the Purchaser shall
assume and agree to discharge or perform the following liabilities and
obligations of the Sellers existing as of the Closing Date (collectively, the
“Assumed
Liabilities”):

         

        
                  (a)           the
obligations and liabilities of the Sellers under the Assumed Contracts, to the
extent such obligations and liabilities (i) are not required to be performed
prior to the Closing Date, (ii) are disclosed in such Assumed Contracts and do
not relate to the breach or non-performance thereof by the Sellers, and (iii)
accrue and relate to the operations of the Business on or subsequent to the
Closing Date; and

        

         

        
                           
(b)           the current
liabilities of the Sellers of the types listed on Schedule1.4(b).

        

         

        
          
               1.5      Retention of Excluded
Liabilities

             

          

          
                             (a)           Notwithstanding
anything to the contrary set forth herein, the Assumed Liabilities shall not
include, and in no event shall the Purchaser assume, agree to pay, discharge or
perform or incur any liability or obligation of the Sellers under this Agreement
that is not expressly included as an Assumed Liability in accordance with
Section 1.4 hereof (all obligations and liabilities of the Sellers, other than
the Assumed Liabilities, are hereinafter referred to as the “Excluded
Liabilities”), which Excluded Liabilities shall include, but not be
limited to, the following:

          

        

         

                              (i)           any
liability or obligation (including accounts payable) owed to Parent or any other
Affiliate (as defined in Section 3.17) of either Seller;

         

        
                  (ii)           Taxes
(as defined in Section 3.11(f)) of the Sellers with respect to any period
(whether complete or partial), except as provided in Section 2.4;

        

         

        
                                    (iii)           any
liability for any indebtedness with respect to borrowed money, including any
interest or penalties accrued thereon;

        

         

        
                                  
(iv)           any
liability relating to, resulting from, or arising out of, (A) claims made in
pending or future suits, actions, investigations or other legal, governmental or
administrative proceedings, or (B) claims based on violations of law, breach of
contract, or environmental, health and safety matters or any other actual or
alleged failure of either Seller to perform any obligation, in each case to the
extent arising out of, or relating to, (x) events that have occurred, (y)
services performed, or (z) the operation of the Business, prior to the Closing
Date;

        

            

        
          
                                     
(v)           any
obligation or liability relating to, resulting from, or arising out of, any
Excluded Asset;

             

          

        

        
          
                                      (vi)           any
liability relating to, resulting from, or arising out of, any operation of
either Seller not related to the Business or any former operation of either
Seller that has been discontinued or disposed of prior to the Closing
Date;

             

          

        

        
                  (vii)           except
as expressly set forth in Section 5.4, any Seller Benefit Plan Liability (as
defined in Section 5.5) or any Seller Employer Liability (as defined in Section
5.6), whether or not such liability or obligation arises prior to, on or
following the Closing Date; or

        

         

        
                  (viii)           any
liability of the Sellers or Parent arising or incurred in connection with the
negotiation, preparation and execution of this Agreement or the consummation of
the transactions contemplated hereby and any fees and expenses of counsel,
accountants, brokers, financial advisors or other experts of the Sellers or
Parent.

        

         

        
                  (b)           The
Excluded Liabilities shall include all claims, actions, litigation and
proceedings relating to any or all of the matters in the foregoing clause (a)
and all costs and expenses in connection therewith.

        

         

        
              1.6        Nonassignable Contracts

           

        

                         
(a)           Without
limiting the obligations of the Sellers under this Agreement, the Sellers shall
use their commercially reasonable efforts to obtain, on or before the Closing
Date, the third party consents (i) that may be required for the assignment or
transfer of the Assumed Contracts set forth in the first paragraph of Schedule 3.10(b)(A)
of the Disclosure Schedules (as defined in Section 3) and (ii) set forth on
Schedule
7.3(e).  To the extent that assignment hereunder by the Sellers
to the Purchaser of any Assumed Contract (including those set forth in the first
paragraph of Schedule
3.10(b)(A) and on Schedule 7.3(e)
hereto) is not permitted, or is not permitted without the consent of a third
party and such consent is not obtained as of the Closing Date, this Agreement
shall not be deemed to constitute an undertaking to assign the same if such
consent is not given or if such an undertaking otherwise would constitute a
breach of or cause a loss of benefits thereunder.  The Sellers and
Parent shall use all commercially reasonable efforts to obtain, as promptly as
possible, any and all such third-party consents after the Closing Date; provided that in no
event shall the Sellers’ aggregate liability under this Section 1.6(a) exceed
$5,000 with respect to using such reasonable efforts.

         

        
                      (b)           If
and to the extent that the Sellers are unable to obtain any third party consent
contemplated by Section 1.6(a), the Sellers shall continue to be bound by any
such Assumed Contract (the “Non-Assigned
Contract”).  To the maximum extent permitted by law and the
terms of the Non-Assigned Contract, (i) the Sellers shall make the benefit of
such Non-Assigned Contract available to the Purchaser, and (ii) the assignment
provisions of this Agreement shall operate to the extent permitted by law and
the applicable Non-Assigned Contract to create a subcontract, sublease or
sublicense with the Purchaser to perform each relevant Non-Assigned Contract on
the terms and conditions set forth therein.  To the extent such
benefit is made available, and/or such subcontract, sublease or sublicense is
created, (A) the Purchaser shall pay, perform and discharge fully all
obligations of the Sellers under any such Non-Assigned Contract from and after
the Closing Date, (B) the Sellers shall, without further consideration therefor,
pay and remit to the Purchaser promptly any monies, rights and other
consideration received in respect of such Non-Assigned Contract performance, and
(C) the Sellers shall exercise or exploit its rights and options under all such
Non-Assigned Contracts only as directed by the Purchaser.

        

         

        
                      (c)           If
and when any third party consent contemplated by this Section 1.6 shall be
obtained or any such Non-Assigned Contract shall otherwise be assignable, the
Sellers shall promptly assign all of their rights and obligations thereunder or
in connection therewith to the Purchaser without payment of further
consideration therefor, the Purchaser shall assume such rights and obligations,
and such Non-Assigned Contract will be deemed to be an Assumed Contract
transferred in accordance with Section 1.2 hereof.

        

         

        
          
            

          

        

        
           

          Section 2.                      Closing Matters; Purchase
Price.

        

         

        
              2.1         The Closing The
closing of the Acquisition provided for in this Agreement (the “Closing”) will take
place at the offices of Morris, Manning & Martin, LLP, 3343 Peachtree Road,
N.E., 1600 Atlanta Financial Center, Atlanta, Georgia  30326, at 11:00
a.m. (Atlanta, Georgia time) on the date that the conditions set forth in
Sections 7.1, 7.2 and 7.3 are satisfied in full or waived by the appropriate
party, as applicable (such date, the “Closing Date”), or at
such other time and place as the Purchaser and the Sellers may otherwise
agree.  Subject to the provisions of Section 7.5, failure to
consummate the Acquisition as set forth in this Section 2.1 will not result in
the termination of this Agreement and will not relieve any party of any
obligation under this Agreement.  In such a situation, the Closing
will occur as soon as practicable, subject to Section 7.5. The effective time for
all purposes of the consummation of the Acquisition shall be 12:01 a.m.
(Phoenix, Arizona time) on the Closing Date.

        

         

             2.2         Purchase Price

         

        
                      (a)           Purchase Price at
Closing.  On the terms and subject to the conditions set forth
in this Agreement, the purchase price for the Assets to be paid by the Purchaser
at the Closing, in addition to the Purchaser’s assumption of the Assumed
Liabilities, shall be $3,000,000 (the “Closing Purchase
Price”).  On the Closing Date, the Purchaser shall pay (or
caused to be paid) the Closing Purchase Price to PRC Inc., which shall be paid
by wire transfer of immediately available funds to the account set forth on
Schedule
2.2(a).  The Sellers and Parent acknowledge that the payment to
be made pursuant to the foregoing sentence constitutes payment in full of the
Closing Purchase Price.  The Closing Purchase Price, together with the
Earn-Out Amounts (as defined in Section 2.2(b)), hereinafter are referred to
collectively as the “Purchase
Price.”

        

         

                    (b)           Earn-Out
Amounts.  The Purchaser shall pay to the Sellers such amounts,
if any, calculated and paid in accordance with this Section 2.2(b) (each, an
“Earn-Out
Amount”).  The Earn-Out Amounts shall be calculated based upon
Net Revenue (as defined herein) for the year commencing on the Closing Date and
ending on the first anniversary of the Closing Date (“2009 Net Revenue”)
earned by the Purchaser or any Affiliate of the Purchaser in the operation of
the Business consistent with the Sellers’ historical practices and as may be
expanded through the Purchaser's commercially reasonable efforts (which
commercially reasonable efforts may include providing clinical research,
reimbursement and regulatory services for pharmaceutical companies in any
therapeutic area (whether such therapeutic area is or was serviced by the
Sellers before of the Closing Date)), and shall be paid in accordance with
Section 2.2(d).  If 2009 Net Revenue equals or exceeds $5,700,000 (the
“First Net Revenue
Target Amount”), then the Purchaser shall pay $1,750,000 to the Sellers;
provided, however, that if 2009
Net Revenue equals or exceeds $7,000,000 (the “Second Net Revenue Target
Amount”), then, in addition to the Purchaser’s payment to the Sellers of
$1,750,000 for achieving or exceeding the First Net Revenue Target Amount, the
Purchaser shall pay to the Sellers $250,000 for achieving or exceeding the
Second Net Revenue Target Amount.  For purposes of this Agreement,
“Net Revenue”
means the aggregate revenue generated by the Purchaser or any Affiliate of the
Purchaser as a result of the conduct of the Business following the Closing
consistent with the Sellers’ historical practices and as may be expanded through
the Purchaser's commercially reasonable efforts (which commercially reasonable
efforts may include providing clinical research, reimbursement and regulatory
services for pharmaceutical companies in any therapeutic area (whether such
therapeutic area is or was serviced by the Sellers before of the Closing Date))
during the applicable period, less (i) credit
allowances, discounts and other similar deductions consistent with the Sellers’
historical practice, and (ii) those expenses incurred by the Sellers (prior to
the Closing) or the Purchaser or any Affiliate of the Purchaser (after the
Closing) in connection with the performance of their or its obligations under
any Assumed Contract, which expenses (the “Pass Through
Revenues”) are directly charged to the Customer (as defined in Section
3.18) under such arrangement (and include, by way of example and not limitation,
investigation payments, travel expenses, printing costs and other similar
expenses), all as measured in accordance with U.S. generally accepted accounting
principles (“GAAP”); provided, however, that in
connection with that certain Memorandum of Understanding dated December 28,
2005, by and between Tulsa Clinical Research LLC and PRC Inc., the Pass Through
Revenues amount related thereto shall not be deducted from the calculation of
Net Revenues.

         

                (c)           Earn-Out Report; Dispute
Resolution.   Within 20 days after the end of each
calendar month, the Purchaser shall provide the Sellers with a monthly report
setting forth Net Revenues for such month, with each report containing
reasonable detail related to any deductions from gross revenues in the
calculation of Net Revenues.  On or before the date that is 30 days
after the first anniversary of the Closing Date, the Purchaser shall deliver to
the Sellers a report prepared by the Purchaser (the “Earn-Out Report”),
which report shall be derived from the financial statements of the
Business.  The Earn-Out Report shall explain in reasonable detail the
calculation of the Earn-Out Amounts.  The Earn-Out Report shall be
binding upon all the parties and the Earn-Out Amounts (as set forth in the
Earn-Out Report) shall be paid to the Sellers 20 Business Days (as defined in
Section 9.3(b)) following delivery to the Sellers of the Earn-Out Report if the
Sellers shall not have given to the Purchaser a written notice of their
disagreement with the Earn-Out Report (a “Notice of
Disagreement”) within such 20 Business Day period.  Any Notice
of Disagreement shall specify in reasonable detail the nature of any
disagreement so asserted.  The Purchaser and the Sellers shall attempt
in good faith to resolve any and all disagreements set forth in the Notice of
Disagreement.  Within ten Business Days of the delivery of a Notice of
Disagreement, all matters as specified in such Notice of Disagreement that
remain unresolved (the “Disputed Matters”)
shall be submitted to and reviewed by the Firm (as defined in Section 2.2(f)),
or if one has not been chosen in accordance with Section 2.2(f), the Purchaser
and the Sellers shall select a mutually acceptable accounting firm to resolve
any remaining objections, in accordance with Section 2.2(f).  The
Purchaser and the Sellers shall cause the Firm, within 20 Business Days after
its selection, to resolve such Disputed Matters and to prepare a definitive
earn-out statement (the “Definitive Earn-Out
Statement”), which shall (A) reflect the determination of the Firm with
respect to any Disputed Matters and (B) be binding upon all the
parties.  Upon delivery of the Definitive Earn-Out Statement, the
Purchaser shall have ten Business Days to pay the Earn-Out Amounts (as
determined in the Definitive Earn-Out Statement), if any, to the
Sellers.  For purposes of this Agreement, the date of payment pursuant
to this Section 2.2(c) shall be referred to as the “Earn-Out Payment
Date.”  The fees and expenses of the Firm shall be allocated
between the Purchaser, on the one hand, and the Sellers or Parent, on the other
hand, so that the Sellers or Parent shall be responsible for that portion of the
fees and expenses equal to such fees and expenses multiplied by a fraction, the
numerator of which is the aggregate dollar value of issues in dispute submitted
to the Firm that are resolved in a manner further from the position submitted to
the Firm by the Sellers and closer to the position submitted to the Firm by the
Purchaser (as finally determined by the Firm), and the denominator of which is
the total dollar value of the issues in dispute so submitted, and the Purchaser
shall be responsible for the remainder of such fees and expenses.

         

        
           

                  

                  (e)           Operation of Business
Post-Closing.  After the Closing Date and until December 31,
2009, the Purchaser hereby agrees with the Sellers (i) to operate the Business
in good faith in a substantially similar manner as it was operated by the
Sellers prior to the Closing and to take no action with an intent or purpose of
improperly delaying or avoiding payment of, or reducing the amount of, the
Earn-Out Amounts, and (ii) use its commercially reasonable efforts to preserve
and increase the Business, to comply with applicable law, and to preserve the
goodwill of the Customers and others having business relations with the
Purchaser with respect to the Business, subject to the fiduciary duties of the
Purchaser’s board of directors or board of managers to Premier.  On
and after the Closing ate, and until the delivery of the Earn-Out Report in
accordance with Section 2.2(c), the Purchaser shall maintain a financial
reporting system that willseparately account for the revenues and expenses
related to the Business and facilitate the determination of Net Revenues and
Earn-Out Amounts.

           

                  (f)           Firm.  If
the Purchaser and the Sellers are unable to resolve any Disputed Matters in
accordance with Section 2.2(c), then the Purchaser and the Sellers will select
and engage, in accordance with the time periods set forth in Section 2.2(c), a
mutually acceptable independent accounting firm to resolve any remaining
objections (the “Firm”), which Firm
shall not have provided accounting services to the Purchaser, the Sellers or
Parent during the three-year period immediately prior to its
selection.  If the Purchaser and the Sellers are unable to agree on
the choice of the Firm, or if the firm so selected declines to serve or is
unable to act, they will select by lot a nationally recognized accounting firm
(after excluding the accounting firms that provided prior accounting services as
described above) to be the Firm.

        

         

        
              2.3         
Allocation of Purchase
Price The Purchase Price (plus the amount of the Assumed
Liabilities) shall be allocated among the Assets as set forth in Schedule 2.3 hereto
(the “Allocation”), which
the parties determined by arm’s length negotiation in compliance with Section
1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the
Treasury Regulations promulgated thereunder (the “Regulations”).  The
Purchaser, the Sellers and Parent shall (a) timely file all forms (including
Internal Revenue Service (“IRS”) Form 8594), and
Tax Returns (as defined in Section 3.11(f) below) required to be filed in
connection with the Allocation, (b) be bound by the Allocation for purposes of
determining Taxes, and (c) take no position, and cause their respective
Affiliates to take no position, inconsistent with the Allocation on any
applicable Tax Return or in any audit or proceeding before any Tax Authority (as
defined in Section 3.11(f) below).  In the event that the Allocation
is disputed by any Tax Authority, the party receiving notice of the dispute
shall promptly notify the other parties hereto concerning the dispute and any
resolution of the dispute.

        

         

        
              2.4    
Proration of
Taxes The Purchaser, the Sellers and Parent agree that Taxes with
respect to the Assets (but in no event including income Taxes) shall be prorated
as of the Closing Date, with the Sellers liable to the extent such items relate
to any time period before the Closing Date, and the Purchaser liable to the
extent such items relate to periods commencing on or after the Closing
Date.  In connection with these prorations, in the event that actual
figures are not available on the Closing Date, the proration shall be based upon
the actual Taxes or other amounts accrued through the Closing Date or paid for
the most recent year (or other appropriate period) for which actual Taxes or
other amounts paid are available.  Such prorated Taxes or other
amounts shall be re-prorated and paid to the appropriate party within sixty (60)
days of the date that the previously unavailable actual figures become
available.  The Purchaser and the Sellers agree to furnish each other
with such documents and other records as may be reasonably requested in order to
confirm all adjustment and proration calculations made pursuant to this Section
2.4.

        

         

        
              2.5    Further
Assurances Each party hereto shall on the Closing Date and from time
to time thereafter at any other party’s reasonable request and without further
consideration, execute and deliver to such other party such instruments,
certificates and documents required to effect the Acquisition (in addition to
those delivered pursuant to this Section 2), as shall be reasonably requested to
consummate more effectively the transactions contemplated by this
Agreement.

        

         

        
              2.6   
   Guaranty.  As
a material inducement to the Sellers’ agreeing to the terms and conditions of
this Agreement, including the payment of a portion of the Purchase Price in the
form of the Earn-Out Amounts, concurrently with the execution and delivery of
this Agreement, Premier Research Group Ltd., a limited company organized under
the laws of England and Wales (“Guarantor”) has
executed and delivered to the Sellers a guaranty substantially in the form of
Exhibit A
hereto (the “Guaranty")

        

         

         

        Section
3.     Representations and
Warranties of the Sellers and Parent The Sellers and Parent, jointly
and severally, represent and warrant to Premier and the Purchaser as set forth
below.  The Schedules referenced in this Section 3 and delivered on
the date of this Agreement (collectively, the “Disclosure
Schedules”) shall be arranged in paragraphs corresponding to each
representation and warranty set forth in this Section 3; provided, however, that
disclosure in any of the Schedules shall be deemed to have been set forth in
other Schedules where such disclosure under such other Schedule is specifically
cross-referenced.

         

        
              3.1        Organization; Books and
Records.

        

         

        
                  (a)           PRC
Inc. 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 possess all governmental franchises, licenses, permits,
authorizations and approvals necessary (i) to own, lease, operate and carry on
its business as now being conducted and as proposed to be conducted, and (ii) to
enter into and perform this Agreement and each of the Seller Ancillary Documents
(as defined in Section 3.2) to be executed and delivered by it.  PRC
Inc. is duly qualified to transact business and is in good standing as a foreign
corporation in each jurisdiction where the character of its business or the
ownership, leasing or holding of its properties requires such
qualification.  Schedule 3.1 contains
a correct and complete list, as of the date hereof, of the jurisdictions in
which PRC Inc. is qualified to do business as a foreign corporation.

        

         

        
                  (b)           PRC
LLC is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Arizona and has all requisite power and
authority to possess all governmental franchises, licenses, permits,
authorizations and approvals necessary (i) to own, lease, operate and carry on
its business as now being conducted and as proposed to be conducted, and (ii) to
enter into and perform this Agreement and each of the Seller Ancillary Documents
(as defined in Section 3.2) to be executed and delivered by it.  PRC
LLC is duly qualified to transact business and is in good standing as a foreign
limited liability company in each jurisdiction where the character of its
business or the ownership, leasing or holding of its properties requires such
qualification.  Schedule 3.1 contains
a correct and complete list, as of the date hereof, of the jurisdictions in
which PRC LLC is qualified to do business as a foreign limited liability
company.

        

         

        
                  (c)           Parent
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Massachusetts and has all requisite power and authority to
possess all governmental franchises, licenses, permits, authorizations and
approvals necessary (i) to own, lease, operate and carry on its business as now
being conducted and as proposed to be conducted, and (ii) to enter into and
perform this Agreement and each of the Seller Ancillary Documents to be executed
and delivered by it.

        

         

        
                  (d)           Each
Seller has delivered to the Purchaser a true and complete copy of its
certificate of incorporation or certificate of formation and bylaws or operating
agreement, as applicable, each as amended to date.

        

         

        
              3.2     Authorization, Execution and
Enforceability  The execution, delivery and performance of this
Agreement and the documents to be executed by Parent or the Sellers in
connection with this Agreement as listed on Schedule 3.2
(collectively, the “Seller Ancillary
Documents”) and the consummation of the transactions contemplated by this
Agreement and the Seller Ancillary Documents have been duly authorized by all
necessary corporate or limited liability company action on the part of Parent
and the Sellers, respectively.  This Agreement and each Seller
Ancillary Document have been or will be duly executed and delivered by Parent or
the Sellers, as applicable, and constitute the valid and legally binding
agreements of Parent or the Sellers, enforceable against Parent or the Sellers
in accordance with their respective terms, except as such enforceability may be
limited by principles of public policy and subject to the laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies.

        

         

        
               3.3     Absence of Restrictions and
Conflicts.  Except as disclosed in Schedule 3.10, the
execution, delivery and performance of this Agreement and the Seller Ancillary
Documents, the consummation of the transactions contemplated by this Agreement
and the Seller Ancillary Documents and the fulfillment of and compliance with
the terms and conditions of this Agreement and the Seller Ancillary Documents do
not, (a) conflict with or result in any breach of any term or provision of the
certificate of incorporation, bylaws or other similar corporate or limited
liability company organizational documents of Parent or the Sellers, (b) with or
without the passing of time or the giving of notice or both, violate or conflict
with, constitute a breach of or default (or give rise to any right of
termination, amendment or cancellation) under, result in the loss of any benefit
under or permit the acceleration of any obligation under, any Assumed Contract
or result in the creation of any Lien on any of the Assets pursuant to, any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
lease, license, Contract, agreement or other obligation to which Parent or any
Seller is a party or by which any of their properties or assets may be bound, or
(c) violate any judgment, decree or order of any Governmental Authority (as
defined below) to which Parent or any Seller is a party or by which Parent or
any Seller or any of their respective properties is bound or any statute, law,
rule or regulation applicable to Parent or any Seller.  No consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, arbitrator, governmental agency or public or regulatory unit,
agency, body or authority of the United States, any foreign country or any
domestic or foreign state, county, city or other political subdivision thereof
(each, a “Governmental
Authority”) with respect to Parent or any Seller is required in
connection with the execution, delivery or performance of this Agreement or the
Seller Ancillary Documents by Parent or any Seller or the consummation of the
transactions contemplated by this Agreement or Seller Ancillary Documents by
Parent or any Seller.

        

         

        
              3.4           Capitalization; No Interest
in Other Entities.

        

         

        
                  (a)           Parent
owns, beneficially and of record, all of the issued and outstanding capital
stock of PRC Inc.  PRC Inc. owns, beneficially and of record, all of
the issued and outstanding membership interests of PRC LLC.  No Seller
has any outstanding options, warrants, appreciation rights, phantom rights or
any other rights, obligations or other agreements with respect to its capital
stock or membership interests.

        

            

                (b)           Except
as set forth on Schedule 3.4(b), no
Seller owns any direct or indirect equity interest (by stock ownership,
partnership interest, limited liability company interest, joint venture interest
or otherwise) in, any other Person (as defined in Section 3.5(c)) (collectively,
the “Subsidiary
Equity”), and no such Subsidiary Equity is included in the Assets.

         

        
              3.5           Ownership of Assets and
Related Matters.

        

         

        
                  (a)           Real
Property.  The Assets do not include, and no Seller owns, any
real property.

        

         

        
                  (b)           Leases.  Schedule 3.5(b) sets
forth a correct and complete list of (i) all Contracts of the Sellers granting
the Sellers possession of or rights to real property  (the “Real Property
Leases”) and (ii) all Contracts of the Sellers granting the Sellers
possession of or rights to personal property (the “Personal Property
Leases”).  The Sellers have heretofore delivered to the
Purchaser correct and complete copies of all of the Real Property Leases and the
Personal Property Leases.  All of the Real Property Leases and
Personal Property Leases are valid and enforceable in all respects in accordance
with their respective terms with respect to the Sellers and, to the knowledge of
the Sellers, any other party thereto.  There is not, with respect to
the Real Property Leases and the Personal Property Leases, any existing default,
or event of default, or event which with or without due notice or lapse of time
or both would constitute a default or an event of default, on the part of the
Sellers or, to the knowledge of the Sellers, any other party
thereto.  With respect to the real property covered by the Real
Property Leases and all buildings, structures, fixtures, and improvements
located thereon, each Seller has adequate rights of ingress and egress for the
operation of the Business in the ordinary course consistent with past
practice.  With respect to the real property covered by the Real
Property Leases, to the knowledge of the Sellers, neither the whole nor any
portion of such property is subject to any governmental decree or order to be
sold or is being condemned, expropriated, or otherwise taken by any Governmental
Authority with or without payment or compensation for such property and no such
condemnation, expropriation or taking has been proposed.

        

         

        
                  (c)           No Third Party
Options.  There are no existing Contracts, options, commitments
or similar rights with, of or to any Person (other than the Purchaser pursuant
to this Agreement) to acquire any assets, properties or rights included in the
Assets or any interest therein.  For purposes of this Agreement,
“Person” means
any individual or entity, including a corporation, limited liability company,
partnership, joint venture, firm, association, trust, unincorporated
organization, other business enterprise or Governmental Authority.

        

         

        
                  (d)           Ownership.  Except
as set forth on Schedule 3.5(d), each
Seller has good and valid, legal and beneficial title to the Assets of such
Seller, free and clear of all mortgages, liens, pledges, security interests,
charges, easements, leases, subleases, licenses and other occupancy
arrangements, covenants, rights of way, options, claims, restrictions, or
encumbrances of any kind other than the Assumed Liabilities (collectively,
“Liens”).  Prior
to the Closing, Parent and the Sellers shall cause each of the Liens set forth
on Schedule
3.5(d) (and any other Liens on the Assets that may arise between the date
of this Agreement and the Closing) to be terminated and released in their
entirety, so that on the Closing Date each Seller shall transfer to the
Purchaser good and valid, legal and beneficial title to the Assets of such
Seller, free and clear of all Liens.

        

         

        
                  (e)           Accounts
Receivable.  The Sellers have delivered to the Purchaser a
schedule of the Sellers’ accounts receivable as of September 30, 2008 (the
“Receivables”)
showing the amount of each receivable and an aging of amounts due thereunder,
which schedule is true and complete in all material respects as of that
date.  To the knowledge of the Sellers, the debtors to which the
Receivables relate are not in or subject to a bankruptcy or insolvency
proceeding, and none of the Receivables have been made subject to an assignment
for the benefit of creditors.  All of the Receivables (i) arose from
bona fide transactions in the ordinary course of business, (ii) to the knowledge
of the Sellers, are valid, existing and collectible in a manner consistent with
the Sellers’ past practice without resort to legal proceedings or collection
agencies, (iii) represent monies due for services rendered in the ordinary
course of business, and (iv) are not subject to any refunds or adjustments or
any defenses, rights of set-off, assignment, restrictions, security interests or
other Liens.  All of the Receivables are current, and there are no
disputes regarding the collectability of any Receivables.  None of the
Receivables have been factored, pledged, turned over for collection or assigned
to any Person.

        

         

        
                  (f)           Condition of Certain
Assets.  The equipment and other tangible property included in
the Assets are in good operating condition and good state of repair, ordinary
wear and tear excepted.

        

         

        
              3.6     Financial
Statements

        

         

        
                  (a)           The
Sellers have delivered to the Purchaser the following:

        

         

        
                      (i)           their
unaudited consolidated balance sheet at June 30, 2008, June 30, 2007 and June
30, 2006, and their unaudited consolidated statements of income, retained
earnings and cash flows for the twelve month periods then ended (collectively,
the “Annual Financial
Statements”); and

        

                

                    (ii)           their
unaudited consolidated balance sheet at September 30, 2008, and their unaudited
consolidated statements of income for the four-month period then ended
(collectively, the “Interim Financial
Statements”).  The Annual Financial Statements and the Interim
Financial Statements are hereinafter referred to collectively as the “Financial
Statements,” and are attached hereto as Schedule
3.6(a).

         

        
                  (b)           The
Financial Statements have been prepared from, and are in accordance with, the
books and records of the Sellers, which books and records are maintained on the
accrual basis in accordance with GAAP and the Sellers’ accounting policies,
practices and procedures as set forth in Schedule 3.6(b) (all
of which are consistent with GAAP), each as consistently applied throughout the
periods indicated, and each subject to normal year-end audit adjustments and to
the fact that such statements lack footnotes and other presentation items
(which, if such matters were included, would not be material individually or in
the aggregate).  Each of the balance sheets included in the Financial
Statements (including any related notes and schedules) fairly presents the
financial position of the Sellers, as of the date of such balance sheet, and
each of the statements of income, retained earnings, and cash flows included in
the Financial Statements (including any related notes and schedules) fairly
presents the results of operations, changes in retained earnings and changes in
cash flows, as the case may be, of the Sellers, for the periods set forth
therein, in each case in accordance with GAAP and the Sellers’ accounting
policies, practices and procedures as set forth in Schedule 3.6(b) (all
of which are consistent with GAAP), each as consistently applied throughout the
periods indicated, and each subject to normal year-end audit adjustments and to
the fact that such statements lack footnotes and other presentation items
(which, if such matters were included, would not be material individually or in
the aggregate).  Since June 30, 2004, there has been no material
change in any of the accounting (and tax accounting) policies, practices or
procedures of the Sellers.

        

         

        
              3.7     Absence of Certain
Changes.  Except with respect to the transactions contemplated
by this Agreement, neither Seller has taken any of the following actions since
the date of the Interim Financial Statements:

        

            

                (a)           entered
into any employment agreement relating to the Business and having an annual base
salary amount of $75,000 or more;

         

        
                   (b)           terminated
or modified any existing benefit arrangement or employee benefit plan or
otherwise increased the annual level of compensation of any existing employee
other than such annual compensation increases occurring in the ordinary course
of business;

        

            

                (c)           encumbered,
sold, licensed or otherwise transferred any assets, properties or rights of such
Seller relating to the Business to any Person, other than sales or services to
Customers in the ordinary course of business;

         

        
                          (d)           engaged
in any efforts outside the ordinary course of business to accelerate the
collection of any Receivables;

        

         

        
                          (e)           canceled
or waived any indebtedness or other obligation owing to the Seller relating to
the Business;

        

          

                        (f)           incurred
any indebtedness or other liabilities relating to the Business in excess of
$10,000;

         

        
                          (g)           made
any payment relating to the Business in excess of $10,000;

        

         

        
                          (h)           purchased
or otherwise acquired any property, rights or assets relating to the Business
having a value in excess of $10,000;

        

         

        
                          (i)           waived
any rights or claims of such Seller relating to the Business;

        

         

        
                          (j)           breached,
amended or terminated any of the Assumed Contracts;

        

         

        
                          (k)           engaged
in any transaction relating to the Business outside the ordinary course of
business; or

        

         

        
                          (l)           agreed
to do any of the foregoing.

        

         

        
               3 8         Legal
Proceedings.  There are
no suits, actions, claims, hearings, charges, complaints, demands, proceedings
or investigations (collectively, “Proceedings”) pending
or, to the Sellers’ knowledge, threatened against, relating to or involving the
Sellers, the Business, Parent (solely to the extent relating to its ownership of
the Sellers) or any of the Sellers’ officers or directors (acting in their
capacity as such) before any Governmental Authority nor, to the knowledge of the
Sellers, is there any basis for any such Proceeding.  There is no
judgment, decree, injunction, citation, settlement agreement, rule or order of
any Governmental Authority outstanding against the Sellers.

        

            

            3.9         Licenses, Permits and
Compliance with Law.  Schedule 3.9 is
a true and complete list of all material notifications, licenses, permits
(including environmental, construction and operation permits), franchises,
certificates, approvals, exemptions, classifications, registrations and other
similar documents and authorizations, and applications therefor (collectively,
the “Licenses”)
held by the Sellers and issued by, or submitted by the Sellers to, any
Governmental Authority.  Each Seller owns or possesses all of the
Licenses that are necessary to enable it to carry on the Business as presently
conducted.  All Licenses are valid, binding, and in full force and
effect.  The execution, delivery, and performance of this Agreement
and the consummation of the transactions contemplated hereby will not adversely
affect any License.  Each Seller has taken all necessary action to
maintain each License.  No loss or expiration of any License is
pending, reasonably foreseeable or, to the Sellers’ knowledge, threatened (other
than expiration upon the end of any term).  Each Seller is (and has
been at all times during the past five (5) years) in compliance with all
applicable laws (including applicable laws relating to privacy, zoning,
environmental matters and the safety and health of employees), ordinances,
regulations and orders of all Governmental Authorities, except where the failure
to be in compliance would not, individually or in the aggregate, have a Material
Adverse Effect on the Business or the Assets.  “Material Adverse
Effect” or “Material Adverse
Change” means any event, change, occurrence or effect which, individually
or together with any other event, change, occurrence or effect, has, or
reasonably could have, a material adverse effect upon (a) the condition
(financial or otherwise), business, assets, liabilities or results of operations
of the Sellers, or (b) the ability of the Sellers or Parent to perform their
respective obligations under this Agreement or to consummate the transactions
contemplated by this Agreement, provided that “Material Adverse
Effect” or “Material Adverse
Change” shall not be deemed to include an event, change, occurrence or
effect to the extent (and only to the extent) it relates to (i) applicable
economic or market conditions generally affecting the technology or software
industry that do not affect the Sellers in a materially disproportionate manner;
(ii) the announcement of the Acquisition and the other transactions contemplated
by this Agreement; (iii) the execution of, compliance with the terms of, or the
taking of any action required by this Agreement, or the consummation of the
Acquisition; or (iv) changes in national or international political or social
conditions, whether or not pursuant to the declaration of a national emergency
or war, or the occurrence of any military or terrorist attack.

         

        
              3.10         Assumed
Contracts  Schedule 3.10 sets
forth, as of the date hereof, (a) a complete and correct list of all material
Contracts (including the Real Property Leases and the Personal Property Leases),
and all Contracts (material or otherwise) with any Customer, relating to the
Business to which a Seller is a party and which currently are outstanding
(collectively, and unless indicated otherwise on Schedule 3.10, the
“Assumed
Contracts”), and (b) a complete and correct list of all consents or
notices required to be obtained or given under the Contracts listed on Schedule 3.10 in
connection with this Agreement.  For purposes of this Agreement,
“Contract”
means any legally binding contract, agreement, arrangement, commitment,
undertaking, instrument, permit, mortgage, license, sublicense, letter of
intent, quotation, statement of work, contract order or purchase order (in each
case, whether oral or in writing).  Complete and correct copies of all
Assumed Contracts (as defined below) have been delivered to Premier and the
Purchaser.  The Assumed Contracts are in full force and effect and are
valid and enforceable in accordance with their respective terms with respect to
the applicable Seller and, to the knowledge of the Sellers, each other party
thereto.  With respect to the Assumed Contracts, there is no existing
default, event of default, or event which with or without due notice or lapse of
time or both would constitute a default or event of default, on the part of the
applicable Seller or, to the knowledge of the Sellers, any other party
thereto.

        

            

            3.11        Tax Returns; Taxes

         

        
                  (a)           Each
Seller has timely filed all Tax Returns that it was required to file and all
such Tax Returns were correct and complete in all material
respects.  All Taxes owed by a Seller (whether or not shown on any Tax
Return) have been paid.  Neither Seller is currently the beneficiary
of any extension of time within which to file any Tax Return.  Neither
Seller nor Parent has received notice of a claim made by a Taxing Authority in a
jurisdiction where any Seller does not file Tax Returns that such Seller is or
may be subject to taxation by that jurisdiction.  There are no Liens
on any of the Assets that arose in connection with any failure (or alleged
failure) to pay any Tax.

        

         

        
                  (b)           Neither
Seller nor Parent has received notice of:  (i) any issue raised or
adjustment proposed (and, to the knowledge of the Sellers, none is pending) by
any Tax Authority with respect to Taxes of any Seller; or (ii) any pending Tax
audit or examination, nor any action, suit, investigation, claim or deficiency
asserted with respect to such Seller.  Neither Seller has waived any
statute of limitation in respect of Taxes or agreed to any extension of time
with respect to a Tax assessment or deficiency.

        

            

                (c)           Each
Seller has withheld and paid all Taxes required to have been withheld and paid
in connection with any amounts paid or owing to any employee, independent
contractor, creditor, member, or other third party, and all Forms W-2 and 1099
required with respect thereto have been properly completed and timely
filed.

                

                (d)           Each
Seller has delivered to Premier and the Purchaser true and correct copies of all
Tax Returns filed by such Seller during the past three (3) calendar years.

            

                (e)           Neither
Seller has been a member of any group of corporations filing Tax Returns on a
consolidated, combined, unitary or similar basis, other than each such group of
which it is currently a member.

         

        
                          (f)           Neither
Seller will be obligated to make a payment, in connection with the transactions
contemplated hereunder or otherwise, to any employee or former employee or
former employee of, or individual providing services to a Seller that would be a
“parachute payment” to a “disqualified individual” as those terms are defined in
Section 280G of the Code, without regard to whether such payment is reasonable
compensation for personal services performed or to be performed in the
future.  Neither Seller will be obligated to pay any excise Taxes or
similar Taxes imposed on any employee or former employee of, or individual
services to a Seller under Section 4999 of the Code as a result of the
consummation of the transactions contemplated hereby.

        

         

        
                          (g)           For
purposes of this Agreement:  (i) the term “Tax” or “Taxes” includes all
taxes, charges, fees, levies or other assessments imposed by any federal, state,
local or foreign Tax Authority, including, without limitation, all income, gross
receipts, gains, profits, windfall profits, gift, severance, ad valorem, social
security, unemployment, disability, premium, recapture, credit, excise,
property, sales, use, occupation, service, service use, leasing, leasing use,
value added, transfer, payroll, employment, withholdings, estimated, license,
stamp, franchise or similar taxes (including any interest earned thereon or
penalties, additions or fines attributable thereto or attributable to any
failure to comply with any requirement regarding Tax Returns and any interest in
respect of such penalties, additions or fines); (ii) “Tax Return” means any
report, return, documents, declaration or other information or filing required
to be supplied to any Tax Authority or jurisdiction with respect to Taxes
including, without limitation, any supporting schedules or attachments and any
amendments thereto; and (iii) “Tax Authority” means
any Governmental Authority responsible for the assessment, determination,
collection or imposition of any Tax (including the IRS).

        

         

        
              3.12         Employees.  Schedule 3.12
contains a true and complete list of all of the employees (whether full-time,
part-time or otherwise) and independent contractors of each Seller as of the
date hereof, specifying their status as an employee or independent contractor,
annual salary, hourly wages, position, length of service, location of employment
or independent contractor services, and consulting or other independent
contractor fees, together with an appropriate notation next to the name of any
such employee or independent contractor on such list who is subject to any
written employment agreement, consulting Contract or any other written term
sheet or other document describing the terms and/or conditions of employment of
such employee or of the rendering of services by such independent
contractor.  Each Seller has properly classified as an independent
contractor any person so named on Schedule 3.12.  Except
as set forth on Schedule 3.12,
neither Seller has made any verbal commitments to any officers, current or
former employees, current or former consultants or independent contractors with
respect to compensation, promotion, retention, termination, severance or similar
matters in connection with the transactions contemplated by this Agreement or
otherwise (all of which commitments shall remain the sole and exclusive
obligations of the applicable Seller).

        

         

        
              3.13        Employee Benefit
Plans.  Except as disclosed on the corresponding subparagraph
in Schedule
3.13:

        

         

        
                  (a)           There
are no nonqualified deferred compensation, incentive compensation, equity
compensation plans, “welfare” plans, funds or programs (within the meaning of
Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”)),
“pension” plans, funds or programs (within the meaning of Section 3(2) of
ERISA), other employee benefit plans, funds, programs, agreements or
arrangements, in any case, that are sponsored, maintained or contributed to or
required to be contributed to by any Seller or by any trade or business, whether
or not incorporated (an “ERISA Affiliate”),
that together with any Seller would be deemed a “single employer” within the
meaning of Section 4001(b) of ERISA or Section 414 of the Code, or to which any
Seller or an ERISA Affiliate is party, or with respect to which any Seller or an
ERISA Affiliate could have any liability, whether written or oral, for the
benefit of any employee or former employee, contractor or former contractor,
director, shareholder, or any dependent of such, of any Seller or any ERISA
Affiliate (individually, a “Benefit Plan,” and
collectively, the “Benefit
Plans”).

        

         

        
                          (b)           There
are no employment, termination, retention, change in control or severance
agreements to which any Seller or an ERISA Affiliate is a party, whether written
or oral, for the benefit of any employee or former employee of any Seller
(individually, an “Employment Contract,”
and collectively, the “Employment
Contracts”).

        

         

        
                          (c)           Each
Seller has furnished or made available to Premier and the Purchaser: (i) a
complete and current copy of each written Benefit Plan and Employment Contract
and any amendments thereto; (ii) a written description of each unwritten Benefit
Plan; and (iii) such other documentation with respect to any Benefit Plan as has
been reasonably requested by Premier and the Purchaser.

        

         

        
                          (d)           Each
Seller maintains records relating to the Family and Medical Leave Act, as
amended (“FMLA”), that identify
each employee of such Seller who currently is on FMLA leave and his or her job
title and each employee of such Seller who has requested FMLA leave to begin
after the date of this Agreement.

        

         

        
                           (e)           No
liability under Title IV or Section 302 of ERISA has been incurred by any Seller
or an ERISA Affiliate that has not been satisfied in full, and no condition
exists that presents a risk to the Purchaser or any ERISA Affiliate of incurring
any such liability and no Benefit Plan is subject to Title IV of ERISA or
Section 412 of the Code.

        

         

        
                          (f)           No
Benefit Plan is a “multiemployer pension plan,” as defined in Section 3(37) of
ERISA, nor is any Benefit Plan a plan described in Section 4063(a) of ERISA, nor
is any Benefit Plan a “multiple employer plan” described in Section 413(c) of
the Code or a “multiple employer welfare arrangement” described in Section 3(40)
of ERISA.

        

         

        
                          (g)           Each
Benefit Plan has been operated and administered in accordance with its terms and
applicable law, including, but not limited to, ERISA and the Code.

        

         

                        (h)           Each
Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of
the Code has received a letter from the IRS that it is so qualified, and all
“interim amendments” required to be made to such Plan to preserve such
“qualified” status (as discussed in Section 5 of Rev. Proc. 2005-66) have been
timely made.

         

        
                          (i)           The
consummation of the Acquisition will not, either alone or in combination with
another event, (i) entitle any current or former employee or officer of any
Seller to severance pay, unemployment compensation or any other payment, or (ii)
accelerate the time of payment or vesting, or increase the amount of
compensation due any such employee or officer.

        

         

        
                          (j)           There
are no Benefit Plans or Employment Contracts that provide medical, surgical,
hospitalization, death or similar benefits (whether or not insured) for
employees or former employees of any Seller for periods extending beyond their
retirement or other termination of service, other than (i) coverage mandated by
applicable law, (ii) death benefits under any “pension plan,” or (iii) benefits
the full cost of which is borne by the current or former employee (or his
beneficiary).

        

         

        
                          (k)           There
are no Benefit Plans or Employment Contracts or any options or warrants that
provide nonqualified deferred compensation that is subject to taxation under
Section 409A of the Code.

        

         

        
               3.14        Labor
Relations

        

         

        
                          (a)           Neither
Seller has engaged in any unfair labor practice within the meaning of the
National Labor Relations Act or state law equivalent, and there exists no
pending or, to the knowledge of the Sellers, threatened unfair labor practice
charges or race, color, religion, sex, national origin, age or disability
discrimination charges against any Seller before any board, department,
commission, agency or other Governmental Authority.

        

         

        
                           (b)           There
are no existing or, to the knowledge of Sellers, threatened (i) labor strikes,
(ii) grievances, (iii) representation questions regarding any employees of any
Seller, or (iv) arbitration procedures arising out of or under any union
contract covering employees of any Seller.

        

         

                        (c)           Neither
Seller is a party to any collective bargaining agreement or other labor union
contract applicable to persons employed by such Seller.

         

             3.15        Insurance  Schedule 3.15 sets forth a
correct and complete list of current insurance policies and coverages carried by
or for the benefit of the Sellers.  All such policies are in full
force and effect and all premiums due and payable in respect thereof have been
paid.  Since the respective dates of such policies, no notice of
cancellation or non-renewal with respect to any such policy has been received by
either Seller.  Schedule 3.15 sets
forth a list of all pending claims with respect to all such policies.

         

        
              3.16               Intellectual
Property.

        

         

                (a)           Definition of Intellectual
Property.  The term “Intellectual
Property” means:

         

                                (i)           all
business names, trade names, registered and unregistered trademarks (including
common law marks), trade dress, service marks, and Internet domain names
(including all U.S. federal, state and foreign registrations with respect to any
of the foregoing, and applications for registration of any of the foregoing)
(collectively, “Marks”);

         

                                 (ii)           all
patents (including all reissues, divisions, continuations, continuations in
part, and extensions thereof), patent applications, and inventions and
discoveries that may be patentable, in any jurisdiction (collectively, “Patents”);

         

                                 (iii)           all
copyrights in both published and unpublished works (including all U.S. and
foreign registrations and applications for registration of the foregoing)
(collectively, “Copyrights”);

         

                                (iv)           all
computer software, except generally available commercial software (in both
source code and object code), including (A) any and all software
implementations of algorithms, models and methodologies, whether in source code
or object code, (B) databases and compilations, including any and all data
and collections of data, whether machine readable or otherwise,
(C) descriptions, flow-charts and other work product used to design, plan,
organize and develop any of the foregoing, (D) the technology supporting
any Internet site(s), (E) all Worldwide Web addresses, URLs, and sites, and
(F) all documentation, including system documentation, user manuals and
training materials, relating to any of the foregoing (collectively, “Software”); and

         

        
                                  (v)           all
other know-how, Confidential Information (as defined in Section 6.1(a)), Trade
Secrets (as defined in Section 6.1(e)), customer lists, technical documentation,
technical information, data, technology, research records, plans, drawings,
schematics, compilations, devices, formulas, designs, prototypes, methods,
techniques, processes, procedures, programs, or codes, whether tangible or
intangible.

        

         

        
                          (b)           Ownership and Use of
Intellectual Property.  The Sellers own, or have the right to
use pursuant to licenses, sublicenses, agreements, or permissions, all
Intellectual Property currently used in the operation of the
Business.  The consummation of the transactions contemplated by this
Agreement will not result in the loss or impairment of any such Intellectual
Property, and, except as set forth in Schedule 3.16(b),
each item of Intellectual Property owned or used by any Seller immediately prior
to the Closing Date will be owned or available for use by the Purchaser on
identical terms and conditions immediately subsequent to the Closing
Date.

        

         

        
                          (c)           Infringement of Third Party
Intellectual Property Rights.  Neither Seller has interfered
with, infringed upon, misappropriated, or otherwise come into conflict with any
Intellectual Property rights of third parties and the operation of the Business
as currently conducted will not interfere with, infringe upon, misappropriate or
otherwise come into conflict with any Intellectual Property rights of third
parties or constitute unfair competition or trade practices under the laws of
any jurisdiction.  Neither Seller has received any written charge,
complaint, claim, demand, or notice alleging any such interference,
infringement, misappropriation, or violation (including any claim that any
Seller must license or refrain from using any Intellectual Property rights of
any third party), nor, to the Sellers’ knowledge, is there any basis
therefor.

        

         

        
                          (d)           Infringement of Seller
Intellectual Property Rights.  To the Sellers’ knowledge, no
third party (including any present or former employee, consultant, or
shareholder) has interfered with, infringed upon, misappropriated, or otherwise
come into conflict with any Intellectual Property rights of either
Seller.

        

         

        
                          (e)           Owned Intellectual
Property.  Schedule 3.16(e)
identifies each Mark, Patent and Copyright that each Seller owns with respect to
any of its Intellectual Property, and whether each such item of Intellectual
Property has been registered, or whether such Seller has applied for
registration, with any Governmental Authority.  The Sellers have made
available to Premier and the Purchaser correct and complete copies of all such
Marks, Patents and Copyrights (each as amended to date).  Schedule 3.16(e) also
identifies all Software owned by either Seller (whether or not the Copyright
therein has been registered).  With respect to each item of
Intellectual Property required to be identified in Schedule
3.16(e):

        

         

        
                                   (i)           Each
Seller possesses all right, title, and interest in and to such item, free and
clear of any and all Liens.

        

         

        
                                  (ii)           No
Proceeding is pending (nor, to the knowledge of the Sellers, is any Proceeding
threatened) that challenges the legality, validity, enforceability, use, or
ownership of the item.

        

         

        
                                  (iii)           Neither
Seller is under any obligation to grant any right, license or permission to use
any of its Intellectual Property, and the consummation of the Closing will not
grant or create any obligation to grant any right, license or permission to use
any of its Intellectual Property.

        

         

        
                                  (iv)           No
(A) government funding; (B) facilities of a university, college, other
educational institution or research center; or (C) funding from any Person
(other than funds received in consideration for any Seller’s capital stock or
ownership interests) was used in the development of the item.  No
current or former employee, consultant or independent contractor of either
Seller who was involved in, or who contributed to, the creation or development
of the item, has performed services for the government, university, college or
other educational institution or research center during a period of time during
which such employee, consultant or independent contractor was also performing
services for such Seller.

        

         

        
                  (f)           Patents.  Except
as set forth on Schedule 3.16(e), the
Sellers have no Patents and have not applied for any Patents, and the conduct of
the Business as currently conducted and as contemplated to be conducted does not
require the use of any Patents other than those set forth on Schedule
3.16(e).

        

         

        
                          (g)           Marks.  Except
as set forth on Schedule 3.16(e),
neither Seller has registered any Mark with any Governmental
Authority.

        

         

        
                          (h)           Copyrights.  Except
as set forth in Schedule 3.16(e),
neither Seller has registered any Copyright with any Governmental
Authority.

        

         

        
                          (i)           Software.  All
Software owned, licensed or used to conduct the Business by each Seller as
currently conducted has adequate capability and capacity for the Business and
performs in conformity with the specifications set forth in its
documentation.  To the Sellers’ knowledge, such Software operates
without malfunctions or design failures, and is free from any defects, errors or
“bugs” (in each case, with the exception of de minimus malfunctions,
design failures, defects, errors or “bugs”).  With respect to the
Software required to be identified on Schedule 3.16(e):

        

         

        
                                   (i)           Such
Software was either (A) developed by employees of any Seller within the scope of
their employment or (B) developed by independent contractors or consultants who
have assigned all of their rights in and to the Software to any Seller pursuant
to written agreements.

        

         

        
                                  (ii)           Neither
Seller has any obligation to provide maintenance or support services with
respect to any such Software to any third party.

        

         

        
                                  (iii)           Neither
Seller has entered into any source code escrow or similar arrangement under
which a third party would have the right to obtain the source code for any such
Software.

        

         

        
                               (iv)           Each
Seller employs commercially reasonable measures to ensure that such Software
does not contain any viruses.  For the purposes of this Agreement,
“virus” means
any computer code intentionally designed to disrupt, disable or harm in any
manner the operation of any software or hardware or to allow a third party to
have access to the user’s computer or network without such user’s
authority.

        

         

        
                              (v)           Such
Software does not contain any Public Software.  For purposes of this
Agreement, “Public
Software” means any software that contains, includes or incorporates, or
is derived in any manner (in whole or in part) from, any software that is
distributed as free software, open source software (e.g., Linux) or similar
licensing or distribution models, including software licensed or distributed
under any of the following licenses or distribution models, or licenses or
distribution models similar to any of the following:  (I) GNU’s
General Public License (GPL) or Lesser/Library GPL (LGPL); (II) the Artistic
License (e.g., PERL); (III) the Mozilla Public License; (IV) the Netscape Public
License; (V) the Sun Community Source License (SCSL); (VI) the Sun Industry
Standards License (SISL); (VII) the BSD License; and (VIII) the Apache
License.

        

         

        
                          (j)           Trade
Secrets.  Each Seller has taken commercially reasonable
precautions to protect the secrecy, confidentiality, and value of its Trade
Secrets and all Trade Secrets disclosed by any third party to the
Sellers.

        

         

        
                          (k)           Licenses of Intellectual
Property by the Sellers.  Neither Seller has granted a license,
agreement or other permission with respect to its Intellectual Property to any
third party.

        

         

        
                          (l)           Licenses of Intellectual
Property to the Sellers.  Schedule 3.16(l)
identifies each item of Intellectual Property that any third party owns and that
each Seller uses to conduct the Business as it is currently conducted and
contemplated to be conducted and any licenses, sublicenses, agreements, or
permissions other than software subject to shrink-wrap license agreements for
under $5,000 in the aggregate.  The Sellers have delivered to Premier
and the Purchaser true, correct and complete copies of all such licenses,
sublicenses, agreements, and permissions (as amended to date).  Schedule 3.16(l)
includes a summary of any license fee, royalty or other payment obligations of
the Sellers under the applicable license, sublicense, agreement or
permission.  With respect to each item of Intellectual Property
required to be identified in Schedule
3.16(l):

        

         

        
                                  (i)           The
license, sublicense, agreement, or permission covering the item is legal, valid,
binding, enforceable, and in full force and effect.

        

         

        
                                  (ii)           The
license, sublicense, agreement, or permission will continue to be legal, valid,
binding, enforceable, and in full force and effect on identical terms following
the consummation of the transactions contemplated by this Agreement.

        

         

        
                                  (iii)           No
party to the license, sublicense, agreement, or permission is in breach or
default, and no event has occurred which with notice or lapse of time or both
would constitute a breach or default or permit termination, modification, or
acceleration under the license, sublicense, agreement, or
permission.

        

         

        
                                  (iv)           No
party to the license, sublicense, agreement, or permission has repudiated any
provision thereof.

        

         

        
                                  (v)           With
respect to each sublicense, to the knowledge of the Sellers, the representations
and warranties set forth in Section 3.16(l)(i) through (iv) are true and correct
with respect to the underlying license.

        

         

        
                  (m)           Royalties and other Payment
Obligations.  Neither Seller is obligated to make any payments
by way of any royalties, fees or otherwise to any owner, licensor or other
claimant to any intellectual property rights for the ownership, transfer or use
thereof other than as expressly required under any license, sublicense,
agreement or permission expressly disclosed on Schedule 3.16(l).

        

         

                      (n)           Data.  The
data and information used by the Sellers in providing products or services to
its Customers (collectively, the “Data”) (i) does
not violate the privacy rights of any Person, (ii) to Sellers’ knowledge,
does not infringe upon, misappropriate, conflict with or violate the
Intellectual Property rights of any Person, (iii) was collected and acquired in
accordance with all applicable laws and agreements, and (iv) when used by
the Sellers, in the manner in which the Data was used prior to the date hereof,
does not violate any applicable law, regulation (including the regulations of
the U.S. Food & Drug Administration) or agreement.  Without
limiting the generality of the foregoing, the Business and operations of the
Sellers are and have at all times been in material compliance with all
applicable laws relating to the privacy and security of protected health
information, which includes any individually identifiable health information
transmitted or maintained in any electronic media or transmitted or maintained
in any medium, and to the conduct of certain electronic transactions, including
the information and transactions governed by the Health Insurance Portability
and Accountability Act of 1996, as amended, the regulations promulgated
thereunder, and comparable state laws and regulations.  The Sellers
have taken commercially reasonable steps to maintain the confidentiality and
proprietary nature of the Data.  To Sellers’ knowledge, the Sellers
have not experienced any Data loss, breach of security or otherwise unauthorized
access by third parties to confidential information, including personally
identifiable information, in either Seller’s possession, custody or
control.

         

        
                          (o)           Agreements with Employees,
Consultants and Independent Contractors.  All former and
current employees, consultants and independent contractors of each Seller have
executed written agreements with such Seller that assign to such Seller all
rights to inventions, improvements, discoveries or information of such
Seller.  True, correct and complete copies of such agreements have
been delivered to the Purchaser and Premier.  No employee, consultant
or independent contractor of either Seller has entered into any agreement that
restricts or limits in any way the scope or type of work in which the employee,
consultant or independent contractor may be engaged or requires the employee to
transfer, assign or disclose information concerning his, her or its work to
anyone other than such Seller.  No Intellectual Property used by any
Seller to conduct the Business as currently conducted or as contemplated to be
conducted is owned by or registered in the name of any employee, consultant or
independent contractor.

        

         

        
              3.17           Transactions with
Affiliates.  Except as set forth in Schedule 3.17, no
officer, director or shareholder (including Parent) of either Seller, or any
person with whom any such officer, director or shareholder has any direct or
indirect relation by blood, marriage, or adoption, or any entity in which any
such person owns any beneficial interest (other than a publicly held corporation
whose stock is traded on a national securities exchange and less than five
percent (5%) of the stock of which is beneficially owned by all such Persons in
the aggregate), or any Affiliate of any of the foregoing, or any current or
former Affiliate of such Seller (each, a “Seller Related
Party”), has any interest in any contract, arrangement, or understanding
with, or relating to, the Business, the Assets or the Assumed
Liabilities.  No Seller Related Party nor, to the knowledge of the
Sellers, any other employee of the Seller, is indebted to either
Seller.  Neither Seller is indebted or committed to make loans or
extend or guaranty credit to any Seller Related Party or any other employee of
such Seller.  For purposes of this Agreement, “Affiliate” of any
specified Person means any other Person directly or indirectly Controlling or
Controlled by or under direct or indirect common Control with such specified
Person.  For purposes of this definition, “Control,” “Controlling,” and
“Controlled,”
when used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.

        

         

        
               3.18     Customer and Supplier
Relations.

        

         

        
                  ( a)           Customers.  Schedule 3.18(a)
contains a complete and accurate list of the names and addresses of the
customers of the Sellers (collectively, the “Customers”) as of the
date hereof.  No Customer (or former Customer) during the last 12
months has canceled, terminated, materially amended or made any threat to
cancel, terminate or materially amend its Contract or to decrease its usage of
the Seller’s services or products.  Neither Seller has received any
notice or has knowledge to the effect that any current Customer may terminate or
materially alter its business relations with such Seller, either as a result of
the transactions contemplated by this Agreement or otherwise.

        

         

        
                          (b)           Suppliers.  Schedule 3.18(b)
contains a complete and accurate list of the names and addresses of the
suppliers of the Sellers as of the date hereof to which any Seller paid amounts
in excess of $500 in the most recent fiscal year (collectively, the “Suppliers”).  No
Supplier (or former Supplier) during the last 12 months has canceled,
terminated, or materially amended or made any threat to cancel, terminate or
materially amend its Contract or to increase the pricing of the products or
services provided to any Seller.  Neither Seller has received any
notice or has knowledge to the effect that any current Supplier may terminate or
materially alter its business relations with such Seller, either as a result of
the transactions contemplated by this Agreement or otherwise.

        

         

        
              3.19         Nondisclosed Payments; Ethical
Practices.  Neither the Sellers nor the officers, directors or
shareholder (including Parent) of the Sellers, nor anyone acting on behalf of
any of them, has made or received any payments not correctly categorized and
fully disclosed in the Sellers’ books and records in connection with or in any
way relating to or affecting any Seller or the Business.  Neither
Seller nor any representative thereof has offered or given, and the Sellers have
no knowledge of any Person that has offered or given on its behalf, anything of
value to:  (i) any official of a Governmental Authority, any political
party or official thereof, or any candidate for political office; (ii) any
Customer (including potential customers), or member of any Governmental
Authority; or (iii) any other Person, in any such case while knowing or having
reason to know that all or a portion of such money or thing of value may be
offered, given or promised, directly or indirectly, to any Customer (including
potential customers), member of any Governmental Authority or candidate for
political office for the purpose of the following: (A) influencing any action or
decision of such Person, in such Person’s official capacity, including a
decision to fail to perform such Person’s official function; (B) inducing such
Person to use such Person’s influence with any Governmental Authority or
instrumentality thereof to affect or influence any act or decision of such
Governmental Authority or instrumentality to assist any Seller in obtaining or
retaining business for, or with, or directing business to, any Person; or (C)
where such payment would constitute a bribe, kickback or illegal or improper
payment to assist any Seller in obtaining or retaining business for, or with, or
directing business to, any Person.

        

          

            3.20    Brokers, Finders and Investment
Bankers.  Except for William Blair & Co., neither Seller nor
Parent has employed any broker, finder, investment banker or other intermediary
or incurred any liability for any investment banking fees, financial advisory
fees, brokerage fees, finders’ fees or other similar fees in connection with the
transactions contemplated herein.

         

        
              3.21    Disclosures.  No representation,
warranty or covenant made by any Seller or Parent in this Agreement (including
the Disclosure Schedules and the other Schedules hereto) contains an untrue
statement of a material fact or omits to state a material fact required to be
stated herein or necessary to make the statements contained herein, in light of
the circumstances in which they were made, not misleading.

           

        

        Section
4.                      Representations and
Warranties of the Purchaser and Premier.  Premier and the Purchaser,
jointly and severally, represent and warrant to the Sellers and Parent as
follows:

         

            4.1     Organization and Qualification: 


        
           

        

                (a)           Premier
is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all requisite power and
authority to conduct its business as now conducted and as currently proposed to
be conducted and to own, use and lease its assets and
properties.  Premier is duly qualified, licensed or admitted to do
business and is in good standing in each jurisdiction in which the ownership,
use, licensing or leasing of its assets and properties, or the conduct or nature
of its business, makes such qualification, licensing or admission necessary,
except where the failure to be so qualified would not, individually or in the
aggregate, have a material and adverse effect on Premier.

         

        
                  (b)           The
Purchaser is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all requisite
power and authority to possess all governmental franchises, licenses, permits,
authorizations and approvals necessary (i) to own, lease, operate and carry on
its business as proposed to be conducted, and (ii) to enter into and perform
this Agreement and each of the Purchaser Ancillary Documents to be executed and
delivered by it; provided, however, that as of
the date of this Agreement, the qualifications of the Purchaser to do business
as a foreign limited liability company in the States of Arizona and Utah are in
process.  The Purchaser was formed solely for the purpose of engaging
in the transactions contemplated hereby, has engaged in no other business
activities, has incurred no obligations or liabilities directly or indirectly
(other than such obligations or liabilities associated with the consummation of
the transactions contemplated by this Agreement), and has conducted its
operations only as contemplated hereby.

        

         

        
              4.2     Authorization, Execution and
Enforceability.  The execution, delivery and performance of
this Agreement and the documents being executed by Premier or the Purchaser in
connection with this Agreement as listed on Schedule 4.2
(collectively, the “Purchaser Ancillary
Documents”) and the consummation of the transactions contemplated by this
Agreement and the Purchaser Ancillary Documents have been duly authorized by all
necessary limited liability company action on the part of Premier and on the
part of the Purchaser.  This Agreement and each Purchaser Ancillary
Document have been duly executed and delivered by Premier and the Purchaser (as
applicable) and constitute the valid and legally binding agreements of Premier
and the Purchaser (as applicable), enforceable against each in accordance with
their respective terms, except as such enforceability may be limited by
principles of public policy and subject to the laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable
remedies.

        

         

        
              4.3     Absence of Restrictions and
Conflicts. The execution, delivery and performance of this
Agreement and the Purchaser Ancillary Documents, the consummation of the
transactions contemplated by this Agreement and the Purchaser Ancillary
Documents and the fulfillment of and compliance with the terms and conditions of
this Agreement and the Purchaser Ancillary Documents do not (a) conflict with or
result in any breach of any term or provision of the certificate of formation or
operating agreement of Premier or of the Purchaser, (b) with or without the
passing of time or the giving of notice or both, violate or conflict with,
constitute a breach of or default (or give rise to any right of termination,
amendment or cancellation) under, result in the loss of any benefit under,
permit the acceleration of any obligation under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, license, contract,
agreement or other obligation to which Premier or the Purchaser is a party or by
which any of its properties or assets may be bound, or (c) violate any judgment,
decree or order of any court or Governmental Authority to which Premier or the
Purchaser is a party or by which Premier or the Purchaser or any of their
respective properties is bound or any statute, law, rule or regulation
applicable to Premier or the Purchaser.  No consent, approval, order
or authorization of, or registration, declaration or filing with, any
Governmental Authority with respect to Premier or the Purchaser is required in
connection with the execution, delivery or performance of this Agreement or the
Purchaser Ancillary Documents by Premier or the Purchaser or the consummation of
the transactions contemplated by this Agreement or the Purchaser Ancillary
Documents by Premier or the Purchaser.  No action or proceeding has
been instituted against Premier or the Purchaser before any Governmental
Authority by any Person seeking to restrain or prohibit the execution and
delivery of this Agreement or the consummation of the transactions contemplated
hereby.

        

         

        
              4.4           Brokers, Finders and
Investment Bankers.  Neither Premier nor the Purchaser has
employed any broker, finder, investment banker or other intermediary or incurred
any liability for any investment banking fees, financial advisory fees,
brokerage fees, finders’ fees or other similar fees in connection with the
transactions contemplated herein.

        

         

        
          Section
5.         Additional Covenants and
Agreements.  Each of the
parties hereto shall comply with the following additional covenants and
agreements to the extent applicable to such party (unless compliance is waived
in advance in accordance with this Agreement):

        

         

        
              5.1     Public
Announcements.  Except as may
be required by applicable law or stock market, exchange or similar rules,
regulations or requirements, (a) no press release announcing the execution of
this Agreement shall be issued and if so required to be issued shall only be
issued in such form as may be mutually agreed upon by Parent and Premier and (b)
each of Parent and Premier shall consult with the other party before issuing any
other press release or otherwise making any public statement with respect to the
Acquisition or this Agreement; provided, however, that such approval
shall not be unreasonably withheld or delayed.

        

         

        
              5.2     Reimbursement.  It is understood that, following the
Closing Date, the Purchaser could pay liabilities that constitute Excluded
Liabilities, and the Sellers could pay liabilities (other than the Excluded
Liabilities) that constitute Assumed Liabilities.  The Sellers shall
promptly reimburse the Purchaser for any such Excluded Liabilities paid by the
Purchaser, upon receipt by the Sellers of evidence of payment thereof by the
Purchaser.  The Purchaser shall promptly reimburse the Sellers for any
such Assumed Liabilities paid by the Sellers, upon receipt by the Purchaser of
evidence of payment thereof by the Sellers.

        

         

        
              5.3     Insurance.  If requested by the Purchaser prior
to the Closing Date, the Sellers and Parent shall in good faith cooperate with
the Purchaser and take all commercially reasonable actions requested by the
Purchaser that are necessary or desirable to permit the Purchaser to have
available to it following the Closing Date the benefits (whether direct or
indirect) of the insurance policies maintained by or on behalf of the Sellers,
to the extent such insurance policies relate to the Business or the Assets,
following the Closing Date.  All costs relating to the actions
described in this Section 5.3 shall be borne by the Purchaser (it being
understood that the Sellers shall pay, and the Purchaser shall not be
responsible for, any premiums relating to any insurance policies related to the
Assets or the Business for any period prior to the Closing Date other than the
amount by which such premiums may be increased, if any, as a result of the
Purchaser’s request hereunder, which increased amount shall be the Purchaser’s
responsibility).

        

         

        
              5.4     Employee
Matters. The parties hereto
acknowledge that the Purchaser may offer employment with the Purchaser to all of
the employees of the Sellers set forth on Schedule 3.12 and who
are employed by the Sellers on the Closing Date, on such terms and conditions as
shall be mutually agreed upon between each such continuing employee (each, a
“Continuing
Employee”) and the Purchaser shall have no obligation to employ any such
individual employee except in its sole discretion.  The parties agree
that, except for the “Earned Time Off” costs set forth and more particularly
described on Schedule
5.4 (which costs, in the aggregate, will not exceed the total amount set
forth on Schedule
5.4), all employer responsibilities, costs and liabilities, including
those under any severance agreements or arrangements, for any employees of the
Sellers, including those terminated prior to, on or after the Closing Date shall
be and remain the exclusive responsibility, cost and liability of the Sellers,
Sellers shall reasonably cooperate with the Purchaser in all respects in
connection with the employee matters set forth in this Section 5.4 and elsewhere
in this Agreement, including, without limitation, providing such information
relating thereto as may be reasonably requested by the Purchaser from time to
time.

        

         

        
              5.5     No Benefit Plan
Liabilities.The Sellers and/or their ERISA Affiliates shall remain liable
for all Seller Benefit Plan Liabilities, regardless of when or how any such
liability arose, and regardless of whether any such liability may result in or
has resulted in a claim upon the Assets.  For purposes of this
Agreement, “Seller
Benefit Plan Liabilities” shall mean any claims, liabilities, costs,
expenses or compensation that exist, that arise by reason of, or that are in any
way connected with or based on any Benefit Plan or any Employment
Contract.  Additionally, the Sellers and Parent agree not to assert
that the Purchaser (or any of the Purchaser’s Affiliates) is a successor
employer of the Sellers or any ERISA Affiliate of the Sellers.  In
accordance with the foregoing, the parties agree that the Purchaser (or any of
the Purchaser’s Affiliates) shall not assume liability for, or have any
liability with respect to, any severance or unemployment plan or arrangement, or
any group health continuation coverage or coverage rights under Section 4980B of
the Code or Part 6 of the Title I of ERISA applicable to, or arising with
respect to, any group health plan sponsored and/or maintained by any Seller or
any ERISA Affiliate of any Seller at any time prior to or after the Closing, and
all such liabilities for any employees of the Sellers or any ERISA Affiliate of
the Sellers, including those terminated prior to, on or after the Closing Date,
shall be and remain the exclusive responsibility, cost, and liability of the
Sellers and/or such ERISA Affiliate of the Sellers.

        

         

        
              5.6     No Employer
Liabilities.  The Sellers
shall remain liable for all Seller Employer Liabilities, regardless of when or
how any such liability arose, and regardless of whether any such liability may
result in or has resulted in a claim upon the Assets.  For purposes of
this Agreement, “Seller Employer
Liabilities” shall mean any claims, liabilities, costs, expenses or
compensation that exist, that arise by reason of, or that are in any way
connected with or based on (a) an employee’s employment relationship with any
Seller or Parent and/or the termination of such relationship, (b) foreign,
federal, state, county or municipal fair employment practices act and/or any
law, ordinance or regulation promulgated by any Governmental Authority as
applied to employees of any Seller or Parent, (c) interference with and/or
breach of contract with employees of any Seller or Parent, (d) retaliatory or
wrongful discharge of any employee of any Seller or Parent, (e) intentional or
negligent infliction of emotional distress or mental anguish upon employees of
any Seller or Parent, (f) outrageous conduct with respect to employees of any
Seller or Parent, (g) interference with business relationships, contractual
relationships or employment relationships involving employees of any Seller or
Parent and any third party, (h) breach of duty, fraud, fraudulent inducement to
contract, breach of right of privacy, libel, slander, or tortuous conduct of any
kind with respect to employees of any Seller or Parent, (i) violations of Title
VII of the Civil Rights Act of 1964 and/or the Civil Rights Act of 1991 and/or
42 U.S.C. §1981 with respect to employees of any Seller or Parent, (j)
violations of the Age Discrimination in Employment Act of 1967, the Age
Discrimination claims Assistance Act of 1988 and/or the Older Workers’ Benefit
Protection Act with respect to employees of any Seller, (k) violations of
federal or state handicap or disability discrimination laws or acts, including,
but not limited to, the Rehabilitation Act of 1973 and the Americans with
Disabilities Act with respect to employees of any Seller or Parent, (l)
discriminatory or wrongful acts against employees of any Seller, (m) violations
of ERISA, FMLA or the Fair Labor Standards Act with respect to employees of any
Seller, (n) violations of the workers’ compensation laws of any state or other
jurisdiction by any Seller or Parent, or (o) violations of any other federal,
state, county or municipal law or regulation with respect to employees of any
Seller or Parent.  For the avoidance of doubt, the term Seller
Employer Liabilities does not include any claim by any natural person that
relates to such person’s employment by the Purchaser or any actions of the
Purchaser or Premier with respect to such employment relationship.

        

         

        
              5.7     Transfer Taxes and Similar
Charges.  All transfer,
documentary, sales, stamp, registration and other such Taxes, and all conveyance
fees, recording charges and other fees and charges (including any penalties and
interest) incurred in connection with the consummation of the transactions
contemplated by this Agreement shall be paid by the Sellers when due, and the
Sellers will, at their own expense, file all necessary Tax Returns and other
documentation with respect to all such Taxes, fees and charges, and, if required
by applicable law, the Purchaser will join in the execution of any such Tax
Returns or other documentation.

        

         

        
              5.8     Bulk Sales.  Without limiting the respective
rights and obligations of the parties hereto pursuant to Section 8 hereof, the
parties hereby agree to waive the requirement, if any, that each complies with
any bulk transfer law that may be applicable to the transactions contemplated by
this Agreement.

        

         

            5.9     Name Change. Within ten days following
the Closing Date, the Sellers shall, and shall cause any subsidiary entity they
control to, change its corporate name to remove any reference to the name
“Pivotal Research Centers” or any other trade name used in the
Business.  As promptly as practicable after such date, the Sellers
shall file in all jurisdictions in which they or their subsidiaries are
qualified to do business any documents necessary to reflect such change of name
or to terminate the qualifications therein.  In connection with
enabling the Purchaser, at or as soon as practicable after the Closing Date, to
use the current corporate names of the Sellers, the Sellers have executed and
delivered to the Purchaser all consents related to such change of name as
requested by the Purchaser, and the Sellers will otherwise cooperate with the
Purchaser in such respects.

         

        5.10  Conduct of
Business.  During the period
from the date of this Agreement and continuing until the earlier of the
termination of this Agreement or the Closing Date, the Sellers agree (unless
otherwise contemplated by this Agreement or Premier shall give its prior consent
in writing, which written consent shall not be unreasonably withheld), to carry
on the Business in the ordinary course and in accordance with their past
practices, to pay their liabilities and Taxes consistent with their past
practices, to pay or perform other obligations when due consistent with their
past practices, to collect the Receivables in the ordinary course and consistent
with past practices, and to use reasonable efforts and institute all policies to
preserve intact the Business, keep available the services of their present
officers and key employees and preserve their relationships with Customers,
Suppliers, distributors, licensors, licensees, independent contractors and other
Persons having business dealings with them, all with the express purpose and
intent of preserving unimpaired the goodwill and ongoing operations of the
Business at the Closing Date.  Except as expressly contemplated by
this Agreement, the Sellers shall not, without the prior written consent of
Premier (which written consent shall not be unreasonably withheld), take or
agree in writing or otherwise to take, any action that would make any of its
representations or warranties contained in this Agreement untrue or incorrect in
any material respect, prevent the Sellers from performing or cause the Sellers
not to perform their agreements and covenants in this Agreement or cause any
condition to Premier and the Purchaser’s closing obligations in Section 7.1 or
Section 7.3 not to be satisfied.

         

        
              5.11    Notification

           

        

        
                  (a)           Between
the date of this Agreement and the Closing, the Sellers and Parent shall
promptly notify Premier and the Purchaser in writing if either of them becomes
aware of (i) any fact or condition that causes or constitutes a breach of any of
the representations and warranties of the Sellers and Parent made as of the date
of this Agreement, or (ii) the occurrence after the date of this Agreement of
any fact or condition that would or be reasonably likely to (except as expressly
contemplated by this Agreement) cause or constitute a breach of any such
representation or warranty had that representation or warranty been made as of
the time of the occurrence of, or the Sellers’ or Parent’s discovery of, such
fact or condition.  Such notice shall not affect any rights of Premier
or the Purchaser under Sections 7.5, 7.6 or 8.

        

         

        
                  (b)           Between
the date of this Agreement and the Closing, the Sellers and Parent shall
promptly notify the Purchaser of the occurrence of any breach of any covenant of
the Sellers or Parent in this Section 5 or of the occurrence of any event that
may make the satisfaction of the conditions in Section 7 impossible or
unlikely.  No such notification shall affect any rights of Premier or
the Purchaser under Sections 7.5, 7.6, 8.

        

         

        
              5.12     No Negotiation.  Until such time as this Agreement shall be
terminated pursuant to Section 7.5, subject to the fiduciary duties of the
Sellers’ and Parent’s board of directors or board of managers (as applicable),
neither the Sellers nor Parent shall directly or indirectly solicit, initiate,
encourage or entertain any inquiries or proposals from, discuss or negotiate
with, provide any non-public information to, or consider the merits of any
inquiries or proposals from, any Person (other than Premier or the Purchaser)
relating to any business combination transaction involving the Sellers,
including the sale (a) by Parent of PRC Inc.’s stock, (b) by PRC Inc. of PRC
LLC’s membership interests, or the merger, consolidation or other business
combination of either Seller, or the sale of the Business or any of the Assets,
other than in the ordinary course of business.  The Sellers and Parent
shall notify Premier and the Purchaser of any such inquiry or proposal within 24
hours of receipt or awareness of the same by the Sellers or Parent.

        

         

        Section
6.                      Noncompetition.

         

        
              6.1     Definitions  For
purposes of this Section 6, the following terms shall have the meanings set
forth below:

        

         

                (a)           “Confidential
Information” means any data or information of the Sellers, other than
Trade Secrets, which is valuable to the Sellers and not generally known to
competitors, including general business information, industry information,
analyses, and other information of a proprietary nature that was developed or
compiled by the Sellers;

                

                (b)           “Restricted
Activities” means all activities of the type conducted, offered, or
provided by the Sellers in the operation of the Business as of the Closing
Date;

         

        
                  (c)           “Restricted Period”
means the period beginning on the Closing Date and ending on the fourth
anniversary of the Closing Date;

        

         

        
                  (d)           “Territory” means the
United States of America, such area being where Customers and actively sought
prospective Customers of the Sellers are located; and

        

         

        
                  (e)           “Trade Secrets” means
information of the Sellers, without regard to form, including technical or
nontechnical data, formulas, patterns, compilations,
programs,  devices, methods, techniques, drawings, processes,
financial data, financial plans, product plans, or a list of actual or potential
customers or suppliers which is not commonly known by or available to the public
and which information: (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means by, other Persons who can obtain economic value from its disclosure or
use; and (ii) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.

        

        
           

        

        
          6.2           Trade Secrets and
Confidential Information.

           

        

                (a)           Trade
Secrets.  The Sellers and Parent (on behalf of themselves and
their respective Affiliates) each hereby agree that none of such Persons will
use or disclose any Trade Secrets for so long as the pertinent information
remains Trade Secret information (and, in any event, throughout the Restricted
Period), regardless of whether the Trade Secrets are in written or tangible
form, without the prior written consent of the Purchaser.  Nothing in
this Agreement shall diminish the rights of the Purchaser regarding the
protection of Trade Secrets and other intellectual property pursuant to
applicable law.

         

        
                  (b)           Confidential
Information.  The Sellers and Parent (on behalf of themselves
and their respective Affiliates) hereby agree that during the Restricted Period,
such Persons will hold in confidence all Confidential Information, and none of
such Persons will disclose, publish, or make use of Confidential Information
without the prior written consent of the Purchaser.

        

         

        
              6.3           Noncompetition.

        

         

        
                  (a)           Acknowledgment.  The
Sellers and Parent (on behalf of themselves and their respective Affiliates)
acknowledge that the Sellers conduct the Restricted Activities throughout the
Territory and that to protect adequately the interest of the Purchaser in the
Business and the Assets, it is essential that any noncompetition covenant with
respect thereto cover all Restricted Activities and the entire Territory for the
duration of the Restricted Period.

        

         

        
                  (b)           Trade
Name.  The Sellers and Parent (on behalf of themselves and
their respective Affiliates) hereby agree that during the Restricted Period
neither the Sellers, Parent nor their respective Affiliates will, directly or by
assisting others, own, manage, operate, join, control, or participate in the
ownership, management, operation, or control of any business conducted under any
corporate, product, or trade name or trademark of the Sellers, without the prior
written consent of the Purchaser.

        

         

        
                  (c)           Noncompetition
Covenant.  The Sellers and Parent (on behalf of themselves and
their respective Affiliates) each hereby agree that none of such Persons will,
during the Restricted Period, directly or by assisting others, conduct
Restricted Activities in the Territory or otherwise engage in, have an equity or
profit interest in, or render services (of an executive, marketing,
manufacturing, research and development, administrative, financial, or
consulting nature) to any business that conducts any of Restricted Activities in
the Territory.

        

         

        
                  (d)           Nonsolicitation.  The
Sellers and Parent (on behalf of themselves and their respective Affiliates)
hereby agree that none of such Persons will, during the Restricted Period,
directly or by assisting others:

        

         

                     (i)           solicit
or attempt to solicit, any business from any of the Sellers’ Customers existing
as of the Closing Date or during the one-year period prior to the Closing Date,
including actively sought prospective customers, for purposes of providing
products or services that are competitive with those provided by the Sellers;
or

         

        
                      (ii)           hire,
recruit, or solicit or attempt to hire, recruit, or solicit, on behalf of the
Sellers, Parent or their respective Affiliates, or on behalf of any other
Person, any employee or independent contractor of the Sellers who, effective as
of the Closing Date, became an employee or independent contractor of the
Purchaser or any of its Affiliates; provided, however, that making
general solicitations for employment, including advertising in print media of
general circulation or posting for employment or independent contractor
opportunities on one or more websites that are not specifically directed at the
foregoing employees or independent contractors (and the hiring or retention of
an employee or independent contractor as a result of such general solicitation)
shall not be deemed to be a breach of this Section 6.3(d)(ii).

        

         

        
              6.4     Severability.  If
a judicial or arbitral determination is made that any of the provisions of this
Section 6 constitutes an unreasonable or otherwise unenforceable restriction
against either Seller, Parent or their respective Affiliates, the provisions of
this Section 6 shall be rendered void only to the extent that such determination
finds such provisions to be unreasonable or otherwise unenforceable with respect
to such Seller, Parent or their respective Affiliates.  In this
regard, each Seller and Parent (on behalf of themselves and their respective
Affiliates) hereby agree that any judicial or arbitral authority construing this
Section 6 shall be empowered to sever or modify any portion of the Territory,
any prohibited business activity or any time period from the coverage of this
Agreement, and to apply the provisions of this Section 6 to the remaining
portion of the Territory, the remaining business activities or the remaining
time period not so severed or modified by such judicial or arbitral
authority.  Moreover, notwithstanding the fact that any provision of
this Section 6 is determined not to be specifically enforceable, the Purchaser
shall nevertheless be entitled to recover monetary damages as a result of any
breach of any such provision by any Seller, Parent or their respective
Affiliates.

        

         

        
              6.5     Injunctive
Relief.  The Sellers and Parent hereby agree that any remedy at
law for any breach of the provisions contained this Section 6 shall be
inadequate and that the Purchaser shall be entitled to injunctive relief in
addition to any other remedy the Purchaser might have under this Section
6.  The Sellers and Parent agree that any court of competent
jurisdiction should immediately enjoin any breach of this Section 6 upon the
request of the Purchaser, and the Sellers and Parent specifically release the
Purchaser from the requirement of posting bond in connection with temporary or
interlocutory injunctive relief, to the extent permitted by law.

        

         

        
          Section 7.     Closing Conditions; Termination.

        

         

        
              7.1           Conditions to Obligations of
Each Party to Effect the Acquisition.The respective obligations of each
party to this Agreement to effect the Acquisition shall be subject to the
satisfaction at or prior to the Closing of the following conditions (unless
waived in writing by the Purchaser):

        

         

        
                  (a)           Governmental and Regulatory
Approvals.  Approvals from any Governmental Authority (if any)
necessary for consummation of the transactions contemplated by this Agreement
shall have been obtained.

        

         

        
                  (b)           No Injunctions or Regulatory
Restraints; Illegality.  No temporary restraining order,
preliminary or permanent injunction or other order issued by any Governmental
Authority or other legal or regulatory restraint or prohibition preventing the
consummation of the Acquisition shall be in effect (and no notice shall have
been given of the intent to commence proceedings for such an order or other
prohibition); nor shall there be any action taken, or any law or order enacted,
entered, enforced or deemed applicable to the Acquisition or the other
transactions contemplated by this Agreement that would prohibit the consummation
of the Acquisition; provided, however, that the
party invoking this condition must use all commercially reasonable efforts to
have such order or injunction vacated.

        

         

        7.2           Additional Conditions to
Obligations of the Sellers and Parent to Close.  The
obligations of the Sellers and Parent to consummate the Acquisition and the
other transactions contemplated by this Agreement shall be subject to the
satisfaction at or prior to the Closing of each of the following conditions, any
of which may be waived, in writing, exclusively by the Sellers:

         

        
                  (a)           Representations and
Warranties.  Each of the representations and warranties made by
the Purchaser and Premier in this Agreement shall be true and correct in all
material respects (if not qualified by materiality) and in all respects (if
qualified by materiality) on and as of the date of this Agreement and on and as
of the Closing Date as though such representation or warranty was made on and as
of the Closing Date (except for any representation and warranty made as of a
specified date shall be true and correct in all material respects (if not
qualified by materiality) and in all respects (if qualified by materiality) on
and as of such specified date).

        

         

        
                  (b)           Closing Purchase
Price.  The Sellers shall have received the Closing Purchase
Price, subject to and in accordance with Section 2.2(a).

        

            

                (c)           Guaranty.  The
Purchaser shall have delivered to the Sellers the Guaranty executed by the
Guarantor.

         

        
                  (d)           Consent.  The
Sellers and Parent shall have received the consent of CapitalSource Finance LLC
(“CapitalSource”) under
that certain Revolving Credit, Term Loan and Security Agreement dated October
19, 2004 between Parent, CapitalSource and the other parties thereto, which
consent shall include a termination and release by CapitalSource of any and all
Liens it may have against the Assets and the interests therein to be acquired by
the Purchaser hereunder.

        

         

        
              7.3           Additional Conditions to the
Obligations of Premier and the Purchaser to Close.   The obligations of Premier and the Purchaser to
consummate the Acquisition and the other transactions contemplated by this
Agreement shall be subject to the satisfaction at or prior to the Closing of
each of the following conditions, any of which may be waived, in writing,
exclusively by Premier:

        

         

        
                  (a)           Representations and
Warranties.  Each of the representations and warranties made by
the Sellers and Parent in this Agreement shall be true and correct in all
material respects (if not qualified by materiality) and in all respects (if
qualified by materiality) on and as of the date of this Agreement and on and as
of the Closing Date as though such representation or warranty was made on and as
of the Closing Date (except for any representation or warranty made as of a
specified date shall be true and correct in all material respects (if not
qualified by materiality) and in all respects (if qualified by materiality) on
and as of such specified date).

        

         

        
                  (b)           Performance.  Each
Seller and Parent shall have performed and complied with, in all material
respects, each agreement, covenant and obligation required by this Agreement to
be so performed or complied with by such Seller or Parent on or before the
Closing Date.

        

         

        
                  (c)           Officer’s and Secretary’s
Certificates.  Each Seller shall have delivered to Premier and
the Purchaser (i) a certificate, dated the Closing Date and executed by the
President or any Vice President of such Seller, substantially in the form set
forth in Exhibit
B-1 hereto, and (ii) a certificate, dated the Closing Date and executed
by the Secretary of such Seller, substantially in the form set forth in Exhibit B-2
hereto.

        

         

        
                  (d)           Bill of
Sale.  The Sellers shall have delivered to the Purchaser a Bill
of Sale and Assumption Agreement between the Purchaser and the Sellers in the
form of Exhibit
C hereto (the “Bill of Sale”), duly
executed by the Sellers.

        

         

        
                  (e)           Consents.  The
Sellers shall have delivered to Premier and the Purchaser the third party
consents identified on Schedule 7.3(e)
hereto.

        

         

        
                  (f)           Good Standing/Tax Clearance
Certificates.  The Sellers shall have delivered to Premier and
the Purchaser a certificate from the Secretaries of State of the States of
Arizona, Utah and each other State or other jurisdiction in which each Seller is
qualified to do business as a foreign corporation dated within three business
days prior to the Closing Date certifying that such Seller is in good standing
and that all applicable Taxes and fees of the Seller through and including the
Closing Date have been paid.

        

         

        
                   (g)           UCCs.  The
Sellers shall have delivered to Premier and the Purchaser UCC-2 or UCC-3
termination statements executed by each Person holding a security interest in
any of the Assets as of the Closing Date, terminating any and all such security
interests and evidence reasonably satisfactory to Premier and the Purchaser that
all Liens shall have been released prior to or shall be released simultaneously
with the Closing.

        

         

        
                   (h)           Financing.  The
Purchaser and Premier shall have obtained, on terms and conditions reasonably
satisfactory to them, the financing the Purchaser requires to consummate the
transactions contemplated by this Agreement.

        

         

        
              7.4           Frustration of Closing
Conditions.  Each party acknowledges and agrees that it will
use its commercially reasonable efforts to cause the conditions it is obligated
to perform pursuant to Sections 7.2 or 7.3, as applicable, to be
satisfied.  No party may rely on the failure of any condition set
forth in Sections 7.1, 7.2 or 7.3, as the case may be, to be satisfied if such
failure was caused by such party’s failure to use commercially reasonable
efforts to consummate the Acquisition and the other transactions contemplated by
this Agreement.

        

         

            7.5           Termination. By
notice given prior to or at the Closing, subject to Section 7.6, this Agreement
may be terminated as follows:

         

        
                  (a)           by
the Purchaser if a material breach of any provision of this Agreement has been
committed by the Sellers or Parent and has not been cured within 20
days;

        

         

        
                  (b)           by
the Sellers, if a material breach of any provision of this Agreement has been
committed by the Purchaser or Premier and has not been cured within 20
days;

        

         

        
                  (c)           by
the Sellers, if any condition set forth in Section 7.2 or Section 7.3(h) has not
been satisfied or waived by the Sellers (in their sole discretion) on or before
February 28, 2009 (the “Outside Closing
Date”), unless either Seller or Parent are in material breach of this
Agreement;

        

         

        
                  (d)           by
the Purchaser, if any condition in Section 7.3 has not been satisfied or waived
by the Purchaser (in its sole discretion) on or before the Outside Closing Date,
unless the Purchaser or Premier are in material breach of this Agreement;
or

        

         

        
                  (e)           by
mutual written consent of the Purchaser and the Sellers.

        

         

        
              7.6           Effect of
Termination.

        

         

        
              (a)           Except
as set forth in this Section 7.6, each party’s right of termination under
Section 7.5 is in addition to any other rights it may have under this Agreement
or otherwise, and the exercise of such right of termination will not be an
election of remedies.  If this Agreement is terminated pursuant to
Section 7.5, all obligations of the parties under this Agreement will terminate,
except that the obligations of the parties in this Section 7.6 and Sections 9.1
and 9.12 will
survive and no party will be liable for any damages or penalties of any kind or
nature whatsoever; provided, however, that if this
Agreement is terminated because of a breach of this Agreement by the
non-terminating party or because one or more of the conditions to the
terminating party’s obligations under this Agreement is not satisfied as a
result of the party’s failure to comply with its obligations under this
Agreement, the terminating party’s right to pursue all legal remedies will
survive such termination unimpaired.

        

         

        
              (b)           Notwithstanding
Section 7.6(a), if (i) the Sellers and Parent have satisfied, at or prior to the
Outside Closing Date, each of the conditions set forth in Section 7.3 (other
than the financing condition set forth in Section 7.3(h)), (ii) the Sellers and
Parent have determined, in their reasonable discretion, that the conditions to
their obligation to close set forth in Section 7.2 have been satisfied (or if
the Sellers and Parent elect to waive any of such conditions) and (iii) the
Purchaser or the Sellers terminate this Agreement because the condition set
forth in Section 7.3(h) has not been satisfied by the Outside Closing Date, then
the Purchaser or Premier shall, upon such termination, pay to the Sellers
$200,000 in immediately available funds, wired to the Sellers’ account set forth
in Schedule
2.2(a) (the “Termination
Fee”).  Payment of the Termination Fee by the Purchaser or
Premier shall be in lieu of the payment by Purchaser or Premier of Seller Losses
(as defined in Section 8.2) and otherwise shall constitute the sole and
exclusive remedy of Parent and the Sellers in connection with a termination of
this Agreement arising as a result of the failure to satisfy the condition set
forth in Section 7.3(h); provided, however, that if the
failure to satisfy the condition set forth in Section 7.3(h) is as a result of
the Purchaser or Premier’s failure to comply with its obligations to seek such
financing in accordance with Section 7.3(h), then Parent and the Sellers’ right
to pursue all legal remedies will survive such termination
unimpaired.

        

         

        
          Section
8.                      Indemnification.

        

         

        
              8.1     Indemnification Obligations
of the Sellers and Parent.  Subject to the limitations set forth
in this Section 8, the Sellers and Parent shall, jointly and severally,
indemnify, defend and hold harmless Premier, the Purchaser and their respective
officers, directors, employees, shareholders and Affiliates, and each of the
heirs, executors, successors and assigns of any of the foregoing (collectively,
the “Purchaser
Indemnified Parties”) from, against and in respect of any and all claims,
liabilities, obligations, losses, costs, expenses and damages whenever arising
or incurred (including amounts paid in settlement, costs of investigation and
attorneys’ fees and expenses), whether or not involving a third-party claim,
arising out of or relating to:

        

         

        
                  (a)           any
liability or obligation of the Sellers or Parent of any nature whatsoever,
except the Assumed Liabilities;

        

         

        
                  (b)           events
or circumstances occurring or existing with respect to the ownership, operation
and maintenance of the Business and the Assets prior to the Closing Date, except
the Assumed Liabilities;

        

         

        
                  (c)           any
breach or inaccuracy of any representation or warranty made by the Sellers or
Parent in this Agreement or in any Seller Ancillary Document; and

        

         

        
                   (d)           any
breach of any covenant, agreement or undertaking made by any Seller or Parent in
this Agreement.

        

         

        
          The claims, liabilities,
obligations, losses, costs, expenses and damages of the Purchaser Indemnified
Parties described in this Section 8.1 as to which the Purchaser Indemnified
Parties are entitled to indemnification are hereinafter collectively referred to
as “Purchaser
Losses.”  For purposes of determining the amount of Purchaser
Losses or Seller Losses resulting from the matters described in Sections 8.1 and
8.2 (but not whether such Purchaser Losses or Seller Losses arose or occurred),
respectively, the representations and warranties, covenants and agreements
applicable thereto shall be deemed not to include any qualification or
limitation with respect to materiality (whether by the terms “material” or
“materiality” or by reference to a “Material Adverse Effect,” a “Material
Adverse Change,” or otherwise).

        

         

            8.2           Indemnification Obligations
of Premier and the Purchaser. 
Premier and the
Purchaser, jointly and severally, shall indemnify and hold harmless the Sellers
and Parent and their respective officers, directors, employees, shareholders,
and Affiliates and each of the heirs, executors, successors and assigns of any
of the foregoing (collectively, the “Seller Indemnified
Parties”) from, against and in respect of any and all claims,
liabilities, obligations, losses, costs, expenses and damages whenever arising
or incurred (including amounts paid in settlement, costs of investigation and
attorneys’ fees and expenses), whether or not involving a third-party claim,
arising out of or relating to:

         

        
                   (a)           any
of the Assets, any of the Assumed Liabilities or the operation of the Business
following the Closing Date;

        

         

        
                  (b)           any
breach or inaccuracy of any representation or warranty made by Premier or the
Purchaser in this Agreement or any Purchaser Ancillary Document; and

        

         

        
                  (c)           any
breach of any covenant, agreement or undertaking made by Premier or the
Purchaser in this Agreement.

        

         

        
          The claims, liabilities,
obligations, losses, costs, expenses and damages of the Seller Indemnified
Parties described in this Section 8.2 as to which the Seller Indemnified
Parties are entitled to indemnification are hereinafter collectively referred to
as “Seller
Losses.”

        

         

        
              8 .3           Indemnification
Procedure.

        

         

        
                  (a)           Promptly
after receipt by a Purchaser Indemnified Party or a Seller Indemnified Party
(hereinafter collectively referred to as an “Indemnified Party”)
of notice by a third party of any complaint or the commencement of any action or
proceeding with respect to which such Indemnified Party may be entitled to
receive payment from the other party for any Purchaser Losses or Seller Losses
(as the case may be), such Indemnified Party shall promptly notify the Seller
and Parent or the Purchaser and Premier, as the appropriate indemnifying parties
(each, an “Indemnifying Party”),
of such complaint or of the commencement of such action or proceeding; provided, however, that the
failure to so notify the Indemnifying Party shall not relieve the Indemnifying
Party from liability arising otherwise than under this Agreement with respect to
such claim; provided, further, that the
failure to so notify the Indemnifying Party shall relieve the Indemnifying Party
from liability under this Agreement with respect to such claim only if, and only
to the extent that, such failure to notify the Indemnifying Party results in the
forfeiture by the Indemnifying Party of material rights and defenses otherwise
available to the Indemnifying Party with respect to such claim.  The
Indemnifying Party shall have the right, upon written notice delivered to the
Indemnified Party within 20 days thereafter, to assume the defense of such
action or proceeding, including the employment of counsel.  If the
Indemnified Party, however, reasonably believes that its ongoing business may be
affected by such action or proceeding, then the Indemnified Party shall have the
right to reject the assumption of the defense by the Indemnifying
Party.  In the event that (i) the Indemnifying Party declines or fails
to assume the defense of the action or proceeding; (ii) the Indemnifying Party
fails to employ counsel reasonably satisfactory to the Indemnifying Party
rejects the assumption of the defense by the Indemnifying Party, then the
Indemnified Party may employ counsel to represent or defend it in any such
action or proceeding and the Indemnifying Party shall pay the reasonable fees
and disbursements of such counsel as incurred; provided, however, that the
Indemnifying Party shall not be required to pay the fees and disbursements of
more than one counsel for all Indemnified Parties in any jurisdiction in any
single action or proceeding.  In any action or proceeding with respect
to which indemnification is being sought hereunder, the Indemnified Party or the
Indemnifying Party, whichever is not assuming the defense of such action, shall
have the right to participate in such litigation and to retain its own counsel
at such party’s own expense.  If an Indemnified Party gives notice to
the Indemnifying Parties pursuant to this Section of the assertion of a
third-party claim, the Indemnifying Parties shall be entitled to participate in
the defense of such third-party claim and, to the extent that it wishes (unless
(i) any Indemnifying Party is also a Person against whom the third-party claim
is made and the Indemnified Party determines in good faith that joint
representation would be inappropriate, or (ii) the Indemnifying Parties fail to
provide reasonable assurance to the Indemnified Party of its financial capacity
to defend such third-party claim and provide indemnification with respect to
such third-party claim), to assume the defense of such third-party claim with
counsel satisfactory to the Indemnified Party.  After notice from the
Indemnifying Parties to the Indemnified Party of its election to assume the
defense of such third-party claim, the Indemnifying Parties shall not, so long
as they diligently conduct such defense, be liable to the Indemnified Party
under this Article VIII for any fees of other counsel or any other expenses with
respect to the defense of such third-party claim, in each case subsequently
incurred by the Indemnified Party in connection with the defense of such
third-party claim, other than reasonable costs of
investigation.  Notwithstanding the foregoing, if an Indemnified Party
determines in good faith that there is a reasonable probability that a
third-party claim may adversely affect it or its Affiliates other than as a
result of monetary damages for which it would be entitled to indemnification
under this Agreement, the Indemnified Party may, by notice to the Indemnifying
Parties, assume the exclusive right to defend, compromise or settle such
third-party claim, but the Indemnifying Party will not be bound by any
settlement of such third-party claim effected without its consent (which may not
be unreasonably withheld).  The Indemnifying Party or the Indemnified
Party, as the case may be, shall at all times use reasonable efforts to keep the
Indemnifying Party or the Indemnified Party, as the case may be, reasonably
apprised of the status of the defense of any action the defense of which it is
maintaining, and to cooperate in good faith with each other with respect to the
defense of any such action.

        

         

        
                  (b)           An
Indemnifying Party may not, without the prior written consent of the Indemnified
Party, settle or compromise any claim or consent to the entry of any judgment
with respect to which indemnification is being sought hereunder unless (i) the
Indemnifying Party shall pay or cause to be paid all amounts arising out of such
settlement or judgment concurrently with the effectiveness thereof; (ii) the
terms or effect of the settlement shall not encumber any of the assets of any
Indemnified Party or any Affiliate thereof, or contain or result in any
restriction, interference or condition that would apply to such Indemnified
Party or its Affiliates or to the conduct of any of their respective businesses;
and (iii) the Indemnifying Party shall obtain, as a condition of such
settlement, a complete unconditional release of each Indemnified
Party.

        

         

        
                  (c)           In
the event an Indemnified Party shall claim a right to payment pursuant to this
Agreement, such Indemnified Party shall send written notice of such claim to the
appropriate Indemnifying Party.  Such notice shall specify the basis
for such claim.  As promptly as possible after the Indemnified Party
has given such notice, such Indemnified Party and the appropriate Indemnifying
Party shall establish the merits and amount of such claim and, within 15
Business Days of the final determination of the merits and amount of such claim,
the Indemnifying Party shall pay to the Indemnified Party immediately available
funds in an amount equal to such claim as determined hereunder.

        

         

        
              8.4           Claims
Period.

        

         

        
                  (a)           Notwithstanding
any right of any party (whether or not exercised) to investigate the affairs of
another party, each party shall have the right to rely fully upon the
representations, warranties, covenants and agreements of the other party
contained in this Agreement or in any certificate delivered pursuant to this
Agreement.

        

         

        
               (b)           The
period during which a claim for indemnification may be asserted under this
Agreement by an Indemnified Party (a “Claims Period”) shall
begin on the Closing Date, and shall terminate (or not terminate) as
follows:

        

                    

                    (i)           with
respect to Purchaser Losses arising under Sections 8.1(a), 8.1(b) and 8.1(c),
the Claims Period shall terminate on the date that is 540 days after the Closing
Date, except to the extent that such claims arise under (A) Sections 3.1(a)
(Organization; Books and Records), 3.2 (Authorization, Execution and
Enforceability), 3.5(c) (No Third Party Options), 3.5(d) (Ownership), and 3.20
(Brokers, Finders and Investment Bankers) hereof (the “Surviving Matters”),
for which the Claims Period shall not terminate or (B) Sections 3.11 (Tax
Returns; Taxes) or 3.13 (Employee Benefit Plans) (Sections 3.11 and 3.13,
collectively, the “Tax
and Employee Benefit Matters”), for which the Claims Period shall
terminate upon the expiration of the applicable statutes of limitations for the
subject matters thereof;

         

        
                      (ii)           with
respect to Purchaser Losses arising under Section 8.1(d), the Claims Period
shall terminate in accordance with the provisions thereof;

        

         

        
                      (iii)           with
respect to Seller Losses under Section 8.2(a), the Claims Period shall not
terminate;

        

         

        
                      (iv)           with
respect to Seller Losses arising under Section 8.2(b), the Claims Period shall
terminate on the second anniversary of the Closing Date; or

        

         

        
                      (v)           with
respect to Seller Losses arising under Section 8.2(c), the Claims Period shall
terminate in accordance with the provisions thereof.

        

         

        
          Notwithstanding the
foregoing, if prior to the close of business on the last day of the applicable
Claims Period, an Indemnifying Party shall have been properly notified of a
claim for indemnity hereunder and such claim shall not have been finally
resolved or disposed of at such date, such claim shall continue to survive and
shall remain a basis for indemnity hereunder until such claim is finally
resolved or disposed of in accordance with the terms hereof.

        

         

        
              8.5           Basket.  Notwithstanding anything to the
contrary set forth herein, the Sellers and Parent shall be liable for Purchaser
Losses arising under Section 8.1 only if such Purchaser Losses exceed, in the
aggregate, $30,000 (the “Basket Amount”), in
which event the Purchaser Indemnified Parties may claim indemnification for all
Purchaser Losses.  Notwithstanding the foregoing, Purchaser Losses
arising under or pursuant to any Surviving Matters, Tax and Employee Benefit
Matters, Section 8.1(d) or any matter constituting fraud or illegal
activity under applicable law by the Sellers or Parent shall not be subject to
the Basket Amount and there shall be no “threshold amount” on the
indemnification obligations of the Sellers or Parent with respect to such
Purchaser Losses.

        

         

        
              8.6           Cap.The maximum
liability that the Seller and Parent may have with respect to Purchaser Losses
under Section 8.1 shall not exceed, in the aggregate, 75% of the Purchase Price
actually received by the Sellers (the “Cap Amount”); provided, however, that (a)
Purchaser Losses arising under or pursuant to any Surviving Matter or any Tax
and Employee Benefit Matter shall not be subject to the Cap Amount, and (b)
there shall be no “limitation amount” on the indemnification obligations of the
Sellers or Parent with respect to such Purchaser Losses arising in connection
with Section 8.1(d) or any matter constituting fraud or illegal activity under
applicable law by the Sellers or Parent.

        

         

        
              8.7           Exclusive Remedy.
Subject to Section 6.5, each party’s
sole and exclusive remedy for monetary compensation in connection with any
breach of this Agreement by any other party shall be pursuant to the provisions
in Section 8; provided, however, that nothing
set forth in this Section 8 shall be deemed to prohibit or limit any party’s
right at any time, on or after the Closing Date, to seek injunctive or equitable
relief for the failure of any other party to perform any covenant or agreement
contained herein.

        

         

        Section
9.                      Miscellaneous.

         

        
              9.1           Notices.All notices,
requests and other communications hereunder must be in writing and will be
deemed to have been duly given only if delivered personally against written
receipt or by facsimile transmission against facsimile confirmation or mailed by
prepaid first class certified mail, return receipt requested, or mailed by
overnight courier prepaid, to the parties at the following addresses or
facsimile numbers:

        

         

        
           

        

        
          	
                   

                	
                  
                    To Premier
      or the Purchaser:

                  

                
	
                   

                	
                  
                    
                      c/o Premier
      Research Group Ltd.

                    

                  

                
	
                   

                	
                  
                    
                      30
      Wellington Business Park

                    

                  

                
	
                   

                	
                  
                    
                      Dukes
      Ride

                    

                  

                
	
                   

                	
                  
                    
                      Crowthorne  RG45
      6LS

                    

                  

                
	
                   

                	
                  
                    
                      United
      Kingdom

                    

                  

                
	
                   

                	
                  
                    
                      Attention:  Chief Development
      Officer

                    

                  

                
	
                   

                	
                  
                    
                      Telecopy:  +44(0)
      1344458314

                    

                  

                
	
                   

                	
                  
                     

                  

                
	
                   

                	
                  
                    wit a copy
      to:

                  

                
	
                   

                	
                  
                     

                  

                
	
                   

                	
                  
                    
                      Morris,
      Manning & Martin, LLP

                    

                  

                
	
                   

                	
                  
                    
                      3343
      Peachtree Road, N.E.

                    

                  

                
	
                   

                	
                  
                    
                      1600
      Atlanta Financial Center

                    

                  

                
	
                   

                	
                  
                    
                      Atlanta,
      Georgia  30326

                    

                  

                
	
                   

                	
                  
                    
                      Attention:  Carl J. Erhardt,
      Esq.

                    

                  

                
	
                   

                	
                  
                    
                      Telecopy:  (404)
      365-9532

                    

                  

                
	
                   

                	
                  
                     

                  

                
	
                   

                	
                  
                    
                      To the Sellers or
    Parent:

                    

                  

                
	
                   

                	
                  
                     

                  

                
	
                   

                	
                  
                    PHC, Inc. d/b/a Pioneer Behavioral
      Health

                  

                
	
                   

                	
                  
                    
                      200 Lake
      Street, Suite 102

                    

                  

                
	
                   

                	
                  
                    
                      Peabody, MA
      01960

                    

                  

                
	
                   

                	
                  
                    
                      Attention:  Bruce A. Shear,
      President

                    

                  

                
	
                   

                	
                  
                    
                      Telecopy:  (978)
      536-2677

                    

                  

                
	
                   

                	
                  
                     

                  

                
	
                   

                	
                  
                    with a copy
      to:

                  

                
	
                   

                	
                  
                     

                  

                
	
                   

                	
                  
                    
                      Arent Fox
      LLP

                    

                  

                
	
                   

                	
                  
                    
                      1050
      Connecticut Avenue, NW

                    

                  

                
	
                   

                	
                  
                    
                      Washington,
      DC  20036

                    

                  

                
	
                   

                	
                  
                    
                      Attention:  Steven A. Cohen,
      Esq.

                    

                  

                
	
                   

                	
                  
                    
                      Telecopy:  (202)
      857-6395

                    

                  

                


        

        
          
             

            All such notices, requests and other
communications will (a) if delivered personally to the address as provided
in this Section 9.1, be deemed given upon delivery, (b) if delivered by
facsimile transmission to the facsimile number as provided for in this Section
9.1, be deemed given upon facsimile confirmation, (c) if delivered by mail
in the manner described above to the address as provided for in this Section
9.1, be deemed given on the earlier of the third Business Day following mailing
or upon receipt, and (d) if delivered by overnight courier to the address
as provided in this Section 9.1, be deemed given on the earlier of the first
Business Day following the date sent by such overnight courier or upon receipt
(in each case, regardless of whether such notice, request or other communication
is received by any other Person to whom a copy of such notice is to be delivered
pursuant to this Section 9.1).  Any party from time to time may change
its address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other
parties.

          

        

         

        
              9.2           Attachments.  All
Schedules (including the Disclosure Schedules) and Exhibits attached hereto are
hereby incorporated into this Agreement and are hereby made a part hereof as if
set out in full in this Agreement.

        

         

        
              9.3           Knowledge;
Usage.

        

         

        
               (a)           When
used herein, the phrase “to the knowledge of” any Person, “known to” any Person
or any similar phrase, means (i) with respect to any Person who is an
individual, the actual knowledge of such Person, (ii) with respect to any
other Person other than the Seller, the actual knowledge of the directors and
officers of such Person and other individuals that have a similar position or
have similar powers and duties as the officers and directors of such Person,
(iii) with respect to the Sellers, the actual knowledge of Bruce A. Shear, Paula
C. Wurts and Joanne Mashburn, and (iv) in the case of each of (i), (ii) and
(iii), the knowledge of facts that such Persons would likely discover in the
course of conducting a reasonable inquiry in connection with this Agreement of
officers and other employees charged with supervisory or operational
responsibility for such matter.

        

         

        
          
                    (b)           Unless
the context of this Agreement otherwise requires, (i) words of any gender
include each other gender, (ii) the terms “hereof,” “herein,” “hereby” and
derivatives or similar words refer to this entire Agreement as a whole and not
to any particular Article, Section or other subdivision, (iii) the terms
“Article” or “Section” or other subdivision refer to the specified Article,
Section or other subdivision of the body of this Agreement, (iv) the words
“include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation,” and (v) when a reference is made in this
Agreement to Schedules or Exhibits, such reference shall be to a Schedule or
Exhibit to this Agreement unless otherwise indicated.  All accounting
terms used herein and not expressly defined herein shall have the meanings given
to them under applicable generally accepted accounting
principles.  The term “party” or “parties” when used herein refer to
Premier and the Purchaser, on the one hand, and the Seller and Parent, on the
other.  The term “U.S. Dollars,” “dollar,” and the symbol “$” all
shall refer to United States dollars, the lawful currency of the United
States.  “Business Day” means a
day other than Saturday, Sunday or any day on which banks located in the State
of Arizona or Delaware are authorized or obligated to close.

          

        

         

        
              9.4           Assignment; Successors in
Interest; Binding Effect. No
assignment or transfer by any party of their respective rights and
obligations hereunder shall be made except with the prior written consent of the
other parties hereto; provided, however, the
Purchaser may assign, in its sole discretion and without prior written consent,
all or any of its rights and interests to any Affiliate of the Purchaser; provided that such
Affiliate shall be bound by all of Purchaser’s and Premier’s obligations of this
Agreement and that no such assignment shall relieve the Purchaser of its
obligations hereunder if such assignee does not perform such
obligations.  This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and each of their respective permitted
successors and assigns.

        

         

        
              9.5           Number; Gender. Whenever the context so requires, the singular
number shall include the plural and the plural shall include the singular, and
the gender of any pronoun shall include the other genders.

        

         

        
              9.6           Captions.The titles,
captions and table of contents contained in this Agreement are inserted herein
only as a matter of convenience and for reference and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any provision
hereof.

        

         

        
              9.7           Controlling Law;
Integration; Amendment; Construction.
This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Delaware, without reference to
Delaware choice of law rules.  Except as hereinafter provided, this
Agreement supersedes all negotiations, agreements and understandings among the
parties with respect to the subject matter hereof.  This Agreement,
together with any agreements entered into on or subsequent to the date hereof,
constitute the entire agreement among the parties hereto.  This
Agreement may not be amended, modified or supplemented except by written
agreement of the parties hereto.  No provision of this Agreement shall
be construed against or interpreted to the disadvantage of any party hereto by
any Governmental Authority or by any board of arbitrators by reason of such
party or its counsel having or being deemed to have structured or drafted such
provision.

        

         

        
              9.8           Severability.Any
provision hereof which is prohibited or unenforceable in any jurisdiction will,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction will not invalidate or
render unenforceable such provision in any other jurisdiction.  To the
extent permitted by law, the parties hereto waive any provision of law that
renders any such provision prohibited or unenforceable in any
respect.

        

         

        
              9.9           Counterparts.

        

         

        
              This Agreement may be
executed in counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same agreement.

        

         

        
              9.10           Enforcement of Certain
Rights. Nothing expressed or implied
in this Agreement is intended, or shall be construed, to confer upon or give any
Person other than the parties hereto, and their permitted successors or assigns,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement, or result in such Person being deemed a third party beneficiary of
this Agreement.

        

         

        
              9.11           Waiver.Any agreement
on the part of a party hereto to any extension or waiver shall be valid only if
set forth in an instrument in writing signed on behalf of such
party.  A waiver by one party of the performance of any covenant,
agreement, obligation, condition, representation or warranty shall not be
construed as a waiver of any other covenant, agreement, obligation, condition,
representation or warranty.  A waiver by any party of the performance
of any act shall not constitute a waiver of the performance of any other act or
an identical act required to be performed at a later time.

        

         

        
              9.12           Costs and
Expenses. Except as otherwise expressly set forth herein, the Sellers and
Parent will bear all costs and expenses (including, without limitation, any
brokers or finders fees and any attorneys and accountants fees) incurred by them
in connection with the transactions contemplated by this Agreement, and Premier
and the Purchaser will bear all such costs and expenses incurred by them in
connection herewith.

        

         

        
              9.13           Arbitration; Legal
Proceedings.

        

         

        
                  (a)           Any
controversy, claim, or question of interpretation in dispute between the parties
arising out of or relating to this Agreement or the breach thereof, except such
as may arise under Section 2.2 hereof, shall be finally settled by arbitration
in Wilmington, Delaware under the then effective Commercial Arbitration Rules of
the American Arbitration Association as modified by this Agreement, and judgment
on the award rendered by the arbitrators may be entered in any U.S. federal or
state court in the State of Delaware having jurisdiction.  The award
rendered by the arbitrators shall be final and binding on the parties and not
subject to further appeal.  Such arbitration can be initiated by
written notice by either party (the “Claimant”) to the
other party, which notice shall identify the Claimant’s selected
arbitrator.  The party receiving such notice (the “Respondent”) shall
identify its arbitrator within ten Business Days following its receipt of such
notice.  The arbitrator selected by the Claimant and the arbitrator
selected by the Respondent shall, within ten Business Days of their appointment,
select a third neutral arbitrator.  In the event that they are unable
to do so, either party may request the American Arbitration Association to
appoint the third neutral arbitrator.  The arbitrators shall have the
authority to award any remedy or relief that a court in Delaware could order or
grant, including, without limitation, specific performance of any obligation
created under this Agreement, the issuance of injunctive or other provisional
relief, or the imposition of sanctions for abuse or frustration of the
arbitration process.  The arbitration award will be in writing and
specify the factual and legal basis for the award.

        

         

        
                  (b)           It
is the intent of the parties that any arbitration shall be concluded as quickly
as reasonably practicable.  Unless the parties otherwise agree, once
commenced, the hearing on the disputed matters shall be held four days a week
until concluded with each hearing date to begin at 9:00 a.m. and to conclude at
5:00 p.m.  The arbitrators shall use all reasonable efforts to issue
the final award or awards within a period of five Business Days after closure of
the proceedings.  Failure of the arbitrators to meet the time limits
of this Section 9.13(b) shall not be a basis for challenging the
award.

        

         

        
                  (c)           The
arbitrators shall instruct the non-prevailing party to pay all costs of the
proceedings, including the fees and expenses of the arbitrators and the
reasonable attorneys’ fees and expenses of the prevailing party.  If
the arbitrators determine that there is no prevailing party, each party shall be
instructed to bear its own costs and to pay one-half of the fees and expenses of
the arbitrators.

        

         

        
                  (d)           Each
party hereto hereby agrees that any legal proceeding instituted to compel
arbitration or to enforce an arbitration award hereunder, or to the extent
arbitration is deemed to be inapplicable to any dispute arising out of or
relating to this Agreement, will be brought exclusively in the U.S. federal or
state courts situated in Delaware, and hereby submits to personal jurisdiction
therein and irrevocably waives any objection as to venue therein, and further
agrees not to plead or claim in any such court that any such proceeding has been
brought in an inconvenient forum.  The Sellers and Parent hereby
designate, appoint and empower Steven A. Cohen, Arent Fox LLP, presently having
offices at 1050 Connecticut Avenue, NW, Washington, DC  20036, as
their true and lawful agent for service of process to receive and accept on
their behalf service of process in any such proceeding brought in any such
courts.  Premier and the Purchaser hereby designate, appoint and
empower Carl J. Erhardt, Esq. of Morris, Manning & Martin, LLP, presently
having offices at 3343 Peachtree Road, N.E., 1600 Atlanta Financial Center,
Atlanta, Georgia  30326, as their true and lawful agent for service of
process to receive and accept on their behalf service of process in any such
proceeding brought in any such courts.  Each of the foregoing persons
agrees that the failure of the process agent appointed by such person to give
notice of process to such person shall not impair or affect the validity of
service upon such agent or of any judgment based thereon, and each such person
irrevocably consents to the service of process in any such proceeding by the
mailing of copies thereof by certified mail, postage prepaid, to such person’s
address for notices under this Agreement.

        

         

        
           

        

        
          
             

             

          

          
             

             

          

        

         [SIGNATURES APPEAR ON THE NEXT
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            IN WITNESS WHEREOF, each of
the parties hereto has executed this Agreement as of the date and year first
above written.

             

          

          
             

          

        

        
          
            	
                     

                  	
                    
                      PURCHASER:

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                      PREMIER RESEARCH
      ARIZONA, LLC

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                      By:   /s/  B.
      Gallagher

                    

                  
	
                     

                  	
                    
                      Name:   
      B. Gallagher

                    

                  
	
                     

                  	
                    
                      Title:     
      Chief Development Officer

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                      PREMIER:

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                      PREMIER RESEARCH
      INTERNATIONAL, LLC

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                            
                        By:   /s/  B.
      Gallagher

                      

                    

                  
	
                     

                  	
                    
                            
                        Name:   
      B. Gallagher

                      

                    

                  
	
                     

                  	
                    
                            
                        Title:     
      Chief Development Officer

                      

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                      SELLERS:

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                      PIVOTAL RESEARCH
      CENTERS, INC.

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                            
                        By: /s/  Paula C.
      Wurts

                      

                    

                  
	 	             
      Paula C. Wurts
	
                     

                  	
                    
                            
                        Its:        Chief
      Financial Officer

                      

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                      PIVOTAL RESEARCH
      CENTERS, LLC

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                            
                        By: /s/  Paula C.
      Wurts

                      

                    

                  
	 	             
      Paula C. Wurts
	
                     

                  	
                    
                            
                        Its:        Chief
      Financial Officer

                      

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                      PARENT:

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                      PHC, INC. d/b/a
      PIONEER BEHAVIORAL HEALTH

                    

                  
	
                     

                  	
                    
                       

                    

                  
	
                     

                  	
                    
                      By: /s/  Paula C.
      Wurts

                    

                  
	 	            
      Paula C. Wurts
	
                     

                  	
                    
                      Its:        Chief
      Financial Officer

                    

                  


          

        

        
          
             

             

          

          [Signature Page to Asset Purchase
Agreement]