**Exhibit
      10.90**


**EXECUTION
      COPY**
















**STOCK
      PURCHASE AGREEMENT**




**by
      and among**




**NATIONAL
      INVESTMENT MANAGERS INC.,**




**PENSION
      TECHNICAL SERVICES, INC.,**




**RALPH
      W. SHAW, individually,**




**and**




**EILEEN
      A. BALDWIN-SHAW, individually**









**Dated
      as of September 25, 2008**







**TABLE
          OF CONTENTS**


**Page**I.
            DEFINITIONS
            1II.
            PURCHASE
                AND SALE
            102.1.
            Purchase
                and Sale of the Shares
            102.2.
            Retained
                Assets
            102.3.
            Purchase
                Price
            102.4.
            Calculation
                of the Number of Purchaser Shares
            112.5.
            Payment
                of the Purchase Price
            112.6.
            Adjustments
                to the Notes
            11III.
            CLOSING,
                DELIVERIES AND OTHER ACTIONS
            133.1.
            Time
                and Place of Closing
            133.2.
            Deliveries
                by the Sellers
            133.3.
            Deliveries
                by the Purchaser
            14IV.
            REPRESENTATIONS
                AND WARRANTIES OF THE SELLERS
            154.1.
            Authority,
                Validity and Effect
            154.2.
            Title
                to Shares
            154.3.
            No
                Conflict
            154.4.
            Consents
            154.5.
            Litigation
            154.6.
            Brokers
            164.7.
            Purchaser
                Shares Legend
            164.8.
            Rule144
            164.9.
            Investment
                Representations
            16V.
            REPRESENTATION
                AND WARRANTIES RELATING TO THE COMPANY
            175.1.
            Existence
                and Good Standing
            175.2.
            Power
            175.3.
            Capitalization
                of the Company
            175.4.
            Property
            175.5.
            Litigation
            185.6.
            Compliance
                with Laws
            185.7.
            Necessary
                Property
            19




-i-


**TABLE
        OF CONTENTS**
 (continued)




**Page**5.8.
            Conduct
                of Business
            195.9.
            Labor
                Matters
            205.10.
            Employee
                Benefit Plans
            225.11.
            Environmental
            245.12.
            Contracts
            245.13.
            Permits
            255.14.
            Intellectual
                Property
            255.15.
            Insurance
            265.16.
            Financial
                Statements
            275.17.
            Undisclosed
                Liabilities
            275.18.
            Accounts
                Receivable
            275.19.
            Bank
                Accounts
            275.20.
            Product
                Liability and Warranty
            285.21.
            Indebtedness
            285.22.
            Taxes
            285.23.
            Customers
            305.24.
            Disclosure
            305.25.
            Related
                Party Transactions
            305.26.
            Brokers
            31VI.
            REPRESENTATIONS
                AND WARRANTIES OF THE PURCHASER
            316.1.
            Existence
                and Good Standing
            316.2.
            Power
            316.3.
            Validity
                and Enforceability
            316.4.
            No
                Conflict
            316.5.
            Consents
            316.6.
            Brokers
            31VII.
            TAX
                MATTERS
            317.1.
            Returns
            317.2.
            Apportionment
                of Taxes
            327.3.
            Cooperation;
                Audits
            33






-ii-


**TABLE
        OF CONTENTS**
 (continued)


**Page**7.4.
            Certain
                Controversies
            337.5.
            Tax
                Sharing Agreements
            33VIII.
            CERTAIN
                COVENANTS AND AGREEMENTS
            338.1.
            Pre-Closing
                Covenants
            338.2.
            Post-Closing
                Covenants
            35IX.
            CONDITIONS
                TO CLOSING
            369.1.
            Conditions
                Precedent to the Purchaser’s Obligations
            369.2.
            Conditions
                Precedent to the Sellers’ Obligations
            37X.
            REMEDIES
            3710.1.
            General
                Indemnification Obligation
            3710.2.
            Notice
                and Third Party Liability
            3810.3.
            Survivability;
                Limitations
            3910.4.
            Specific
                Performance
            4010.5.
            Adjustment
                to the Purchase Price
            4110.6.
            Set-Off
            4110.7.
            Exclusive
                Remedy
            41XI.
            MISCELLANEOUS
            4111.1.
            Competitive
                Activity; Non-Solicitation; Confidentiality
            4111.2.
            Further
                Assurances
            4311.3.
            Press
                Release and Announcements
            4311.4.
            Termination
            4311.5.
            Expenses
            4411.6.
            No
                Assignment
            4411.7.
            Headings
            4411.8.
            Integration,
                Modification and Waiver
            4411.9.
            Construction
            4411.10.
            Severability
            4511.11.
            Notices
            4511.12.
            Governing
                Law
            4611.13.
            Counterparts
            46






-iii-




**LIST
      OF EXHIBITS AND DISCLOSURE SCHEDULES**




**Exhibits**





ExhibitA
            Form
                of NotesExhibitB
            Form
                of E. Shaw Employment AgreementExhibitC
            Form
                of R. Shaw Employment AgreementExhibitD
            Form
                of Release





**Disclosure
      Schedules**





Schedule1.1(a)
            Adjusted
                EBITDA PrinciplesSchedule1.1(b)
            Bonus
                AmountsSchedule1.1(c)
            Permitted
                ExceptionsSchedule2.5
            Wire
                AccountsSchedule4.4
            ConsentsSchedule5.1
            Foreign
                QualificationsSchedule5.3
            CapitalizationSchedule5.4(b)
            Leased
                Real PropertySchedule5.4(c)
            Tangible
                Personal PropertySchedule5.4(d)
            ViolationsSchedule5.5
            LitigationSchedule5.8
            Conduct
                of BusinessSchedule5.9(a)
            Union
                and Employee ContractsSchedule5.9(b)
            List
                of Employees, Etc.Schedule5.10(a)
            Employee
                Benefit PlansSchedule5.11
            EnvironmentalSchedule5.12
            ContractsSchedule5.13
            PermitsSchedule5.14
            Intellectual
                PropertySchedule5.15
            InsuranceSchedule5.16(a)
            Financial
                StatementsSchedule5.17
            LiabilitiesSchedule5.19
            Bank
                AccountsSchedule5.20
            Terms
                and ConditionsSchedule5.21
            IndebtednessSchedule5.22(j)
            Tax
                JurisdictionsSchedule5.23
            Material
                CustomersSchedule5.25
            Related
                Party TransactionsSchedule8.1(e)
            Excluded
                Assets









**STOCK
      PURCHASE AGREEMENT**




This
      STOCK PURCHASE AGREEMENT, dated as of September 25, 2008 (this “ ***Agreement*** ”),
      is by
      and among National Investment Managers Inc., a Florida corporation (the
“ ***Purchaser*** ”),
      Pension Technical Services, Inc. d/b/a REPTECH Corp., a Colorado corporation
      (the “ ***Company*** ”),
      Ralph
      W. Shaw, an individual resident of the State of Colorado (“ ***R.
      Shaw*** ”),
      and
      Eileen A. Baldwin-Shaw, an individual resident of the State of Colorado
      (“ ***E.
      Shaw*** ”,
      and
      together with R. Shaw, the “ ***Sellers*** ”).
      The
      Purchaser, the Sellers and the Company are sometimes referred to in this
      Agreement collectively as the “ ***Parties*** ”
or
      individually as a “ ***Party*** ”.




**BACKGROUND**




A.  The
      Sellers are the registered and beneficial owners of all of the issued and
      outstanding shares of capital stock of the Company (the “ ***Shares*** ”).




B.  The
      Sellers desire to sell to the Purchaser, and the Purchaser desires to purchase
      from the Sellers, all of the Shares, subject to the terms and conditions
      contemplated by this Agreement.




C.  The
      respective Boards of Directors of the Purchaser and the Company have each
      determined that the transactions contemplated by this Agreement are advisable,
      fair to and in the best interests of their respective companies and shareholders
      and accordingly have approved such transactions.




**AGREEMENT**




NOW,
      THEREFORE, in consideration of the foregoing and the respective representations,
      warranties, covenants and agreements set forth in this Agreement and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Parties, intending to be legally bound, hereby agree as
      follows:




**I.
      DEFINITIONS**




“ ***Actions*** ”
means
      any claim, demand, charge, complaint, action, suit, proceeding, hearing, audit,
      investigation, interference, opposition, re-examination, concurrent use,
      cancellation or other dispute resolution or proceeding, whether judicial,
      administrative or arbitrative, of any Person or Governmental
      Authority.




“ ***Adjusted
      EBITDA*** ”
means
      EBITDA, as adjusted in accordance with the principles set forth in **Schedule 1.1(a)** .




“ ***Affiliate*** ”
means
      with respect to any Person, a Person that directly or indirectly controls,
      is
      controlled by, or is under common control with, any such Person. The term
“control” (including the terms “controlled by” or “under common control with”)
      means, the possession, directly or indirectly, of the power to direct or cause
      the direction of the management or policies of such Person, whether through
      ownership of voting securities, membership interests, by contract or otherwise.
      The term “ ***Affiliate*** ”
also
      includes any child, stepchild, grandchild, parent, stepparent, grandparent,
      spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
      brother-in-law or sister-in-law, including adoptive relationships, of such
      Person.







“ ***Agreement*** ”
has
      the
      meaning set forth in the Preamble.




“ ***Ancillary
      Agreements*** ”
means
      each other agreement, document, instrument or certificate contemplated by this
      Agreement or to be executed by the Purchaser or any of the Sellers in connection
      with the consummation of the transactions contemplated by this Agreement, in
      each case only as applicable to the relevant party or parties to such Ancillary
      Agreement, as indicated by the context in which such term is used.




“ ***Bonus
      Amounts*** ”
means
      any and all bonus and incentive compensation amounts payable to the officers,
      directors, employees and consultants of the Company (including the employer
      portion of any employment, payroll or unemployment taxes related to such Bonus
      Amounts), which amounts and employees are set forth on **Schedule 1.1(b)** .
      The
      certificate referenced in **Section 3.2(l)** sets
      forth the entire amount of the Bonus Amounts (indicating the amount and the
      Person to whom such Bonus Amount has been paid or is owed).




“ ***Bonus
      Payment*** ”
has
      the
      meaning set forth in **Section 8.2(c)** .




“ ***Cash
      Proceeds*** ”
has
      the
      meaning set forth in **Section 2.3(a)** .




“ ***Cash
      Purchase Price*** ”
has
      the
      meaning set forth in **Section 2.3(a)** .




“ ***Claims*** ”
has
      the
      meaning set forth in **Section 10.2(b)** .




“ ***Claims
      Notice*** ”
has
      the
      meaning set forth in **Section 10.2(a)** .




“ ***Closing*** ”
has
      the
      meaning set forth in **Section 3.1** .




“ ***Closing
      Date*** ”
has
      the
      meaning set forth in **Section 3.1** .




“ ***Closing
      Date Balance Sheet*** ”
has
      the
      meaning set forth in **Section
      8.2(d)** .




“ ***Code*** ”
means
      the Internal Revenue Code of 1986, as amended, and the rules and regulations
      promulgated thereunder.




“ ***Company*** ”
has
      the
      meaning set forth in the Preamble.




“ ***Company’s
      Knowledge*** ”
means
      the knowledge obtained or obtainable after due inquiry by either Seller or
      any
      officer or director of the Company.




“ ***Consent*** ”
means
      any consent, approval, authorization, qualification, waiver, registration or
      notification required to be obtained from, filed with or delivered to a
      Governmental Authority or any other Person in connection with the consummation
      of the transactions provided for herein.




“ ***Contracts*** ”
means
      all written and oral contracts, agreements (including, without limitation,
      employment agreements and non-competition agreements), leases (whether real
      or
      personal property), licenses, commitments, arrangements, instruments,
      guarantees, bids, orders and proposals.




2


“ ***Controlled
      Group*** ”
means
      any trade or business (whether or not incorporated) (a) under common
      control within the meaning of Section 4001(b)(1) of ERISA with the Company
      or (b) which together with the Company is treated as a single employer
      under Section 414(t) of the Code.




“ ***Conversion
      Transaction*** ”
means
      a
      merger, consolidation, recapitalization or other transaction to which the
      Purchaser is a party that results in the Purchaser Shares being converted into
      the right to receive cash or other securities.




“ ***E.
      Shaw*** ”
has
      the
      meaning set forth in the Preamble.




“ ***E.
      Shaw Employment Agreement*** ”
has
      the
      meaning set forth in **Section 3.2(c)** .




“ ***EBITDA*** ”
means
      the earnings of the Company before deduction for interest, taxes, depreciation
      and amortization, determined in accordance with GAAP.




“ ***EBITDA
      Shortfall*** ”
has
      the
      meaning set forth in **Section 2.6(b)(i)** .




“ ***Employee
      Plan*** ”
and
      “ ***Employee
      Plans*** ”
have
      the meaning set forth in **Section 5.10(a)** .




“ ***Employment
      Agreements*** ”
has
      the
      meaning set forth in **Section 3.2(d)** .




“ ***Environment*** ”
means
      soil, surface waters, groundwater, land, stream sediments, surface or subsurface
      strata, ambient air, or indoor air, including, without limitation, any material
      or substance used in the physical structure of any building or improvement
      and
      any environmental medium.




“ ***Environmental
      Condition*** ”
shall
      mean any condition of the Environment with respect to the Real Property, with
      respect to any property previously owned, leased or operated by the Company
      to
      the extent such condition of the Environment existed at the time of such
      ownership, lease or operation, or with respect to any other real property at
      which any Hazardous Material generated by the operation of the business of
      the
      Company has been handled, treated, stored or disposed of, which violates any
      Environmental Law, or even though not violative of any Environmental Law,
      nevertheless results in any Release, or Threat of Release, damage, loss, cost,
      expense, claim, demand, order or liability.




“ ***Environmental
      Law*** ”
shall
      mean any Law relating to health or safety or protection of the Environment,
      Releases of Hazardous Materials or injury to persons relating to exposure to
      any
      Hazardous Materials.




“ ***ERISA*** ”
means
      the Employee Retirement Income Security Act of 1974, as amended.




“ ***Excess
      EBITDA*** ”
has
      the
      meaning set forth in **Section 2.6(b)(iii)** .




“ ***Excluded
      Assets*** ”
has
      the
      meaning set forth in **Section 8.1(e)** .




3


“ ***Expiration
      Date*** ”
has
      the
      meaning set forth in **Section 10.3(a)** .




“ ***Extension*** ”
has
      the
      meaning set forth in **Section 5.22(a)** .




“ ***Fair
      Market Value*** ”
means
      the average closing price of Purchaser Common Stock as quoted on the OTC
      Bulletin Board (or other exchange in which Purchaser Common Stock may then
      be
      quoted) over a period of 5 consecutive trading days, the latest of which will
      be
      the trading day immediately preceding the Closing Date.




“ ***Final
      EBITDA*** ”
has
      the
      meaning set forth in **Section 2.6(b)(i)** .




“ ***Financial
      Statements*** ”
has
      the
      meaning set forth in **Section 5.16(a)** .




“ ***First
      Measurement Period*** ”
has
      the
      meaning set forth in **Section 2.6(a)** .




“ ***Foreign
      Plan*** ”
has
      the
      meaning set forth in **Section 5.10(k)** .




“ ***GAAP*** ”
means
      accounting principles generally accepted in the United States of America as
      in
      effect on the Closing Date.




“ ***General
      Enforceability Exceptions*** ”
has
      the
      meaning set forth in **Section 4.1** .




“ ***Governmental
      Authority*** ”
means
      any government or political subdivision or regulatory authority, whether
      federal, state, local or foreign, or any agency or instrumentality of any such
      government or political subdivision or regulatory authority, or any federal
      state, local or foreign court or arbitrator.




“ ***Gross
      Proceeds*** ”
has
      the
      meaning set forth in **Section 2.3(a)** .




“ ***Guarantee*** ”
by
      any
      Person means any obligation, contingent or otherwise, of such Person directly
      or
      indirectly guaranteeing or otherwise supporting in whole or in part the payment
      of any Indebtedness or other obligation of any other Person and, without
      limiting the generality of the foregoing, any obligation, direct or indirect,
      contingent or otherwise, of such Person (a) to purchase or pay (or advance
      or supply funds for the purchase or payment of) such Indebtedness or other
      obligation of such other Person (whether arising by virtue of partnership
      arrangements, by agreement to keep well, to purchase assets, goods, securities
      or services, to take or pay, or to maintain financial statement conditions
      or
      otherwise) or (b) entered into for the purpose of assuring in any other
      manner the obligee of such Indebtedness or other obligations of the payment
      of
      such Indebtedness or to protect such obligee against loss in respect of such
      Indebtedness (in whole or in part). The term “ ***Guarantee*** ”
used
      as
      a verb has a correlative meaning.




“ ***Hazardous
      Material*** ”
shall
      mean any pollutant, toxic substance including asbestos and asbestos-containing
      materials, hazardous waste, hazardous material, hazardous substance,
      contaminant, petroleum or petroleum-containing materials, infectious or medical
      wastes, radiation and radioactive materials, leaded paints, toxic mold and
      other
      harmful biological agents, and polychlorinated biphenyls as defined in, the
      subject of, or which could give rise to liability under any Environmental
      Law.




4


“ ***Holdback
      Amount*** ”
means
      $150,000.




“ ***Indebtedness*** ”
of
      any
      Person means: either (a) any liability of such Person (i) for borrowed
      money (including the current portion thereof), (ii) under any reimbursement
      obligation relating to a letter of credit, bankers’ acceptance or note purchase
      facility, (iii) evidenced by a bond, note, debenture or similar instrument
      (including a purchase money obligation), (iv) for the payment of money
      relating to any lease that is required to be classified as a capitalized lease
      obligation in accordance with GAAP, (v) for all or any part of the deferred
      purchase price of property or services (including, without limitation, accounts
      and trade payables (whether or not invoiced)), including any “earnout” or
      similar payments or any non-compete payments, (vi) under interest rate
      swap, hedging or similar agreements, (vii) for income Taxes payable (other
      than VAT taxes incurred in the Ordinary Course of Business), (viii) for any
      deferred compensation or accrued incentive compensation, or (ix) for any
      severance payable to individuals or organizations; or (b) any liability of
      others described in the preceding clause (a) that such Person has
      Guaranteed, that is recourse to such Person or any of its assets or that is
      otherwise its legal liability or that is secured in whole or in part by the
      assets of such Person. For purposes of this Agreement, Indebtedness includes
      (A) any and all accrued interest, success fees, prepayment premiums, make
      whole premiums or penalties and fees or expenses actually incurred (including
      attorneys’ fees) associated with the prepayment of any Indebtedness,
      (B) all “cut” but uncashed checks issued by the Company that are
      outstanding as of the Closing Date, (C) cash, book or bank account
      overdrafts and (D) any and all amounts owed by the Company to any of its
      Affiliates, including, without limitation, any of the Sellers or any of their
      Affiliates.




“ ***Indemnified
      Party*** ”
has
      the
      meaning set forth in **Section 10.2(a)** .




“ ***Indemnifying
      Party*** ”
has
      the
      meaning set forth in **Section 10.2(a)** .




“ ***Independent
      Arbitrator*** ”
has
      the
      meaning set forth in **Section 2.6(a)** .




“ ***Information
      Systems*** ”
means
      all computer hardware, databases and data storage systems, computer, data,
      database and communications networks (other than the Internet), architecture
      interfaces and firewalls (whether for data, voice, video or other media access,
      transmission or reception) and other apparatus used to create, store, transmit,
      exchange or receive information in any form.




“ ***Intellectual
      Property*** ”
means
      all of the following that is used in the business of the Company, along with
      all
      income, royalties, damages and payments due or payable on the Closing Date
      or
      thereafter, including, without limitation, damages and payments for past or
      future infringements or misappropriations thereof, the right to sue and recover
      for past infringements or misappropriations thereof and any and all
      corresponding rights that, now or hereafter, may be secured throughout the
      world: (a) patents, patent applications, patent disclosures and inventions
      (whether or not patentable and whether or not reduced to practice) and any
      reissue, continuation, continuation in part, revision, extension or
      reexamination thereof; (b) trademarks, service marks, trade dress, logos,
      Internet domain names, trade names and corporate names together with all
      goodwill associated therewith, including, without limitation, the use of the
      current corporate name and all translations, adaptations, derivations and
      combinations of the foregoing; (c) copyrights and copyrightable works;
      (d) all registrations, applications and renewals for any of the foregoing;
      (e) trade secrets and confidential business information (including, without
      limitation, ideas, formulae, compositions, know how, manufacturing and
      production processes and techniques, research and development information,
      drawings, specifications, designs, plans, proposals, technical data, financial,
      business and marketing plans, sales and promotional literature, and customer
      and
      supplier **** lists
      and
      related information); (f) computer software and websites (including,
      without limitation, source code and object code and any data and related
      documentation); (g) other intellectual property rights; and (h) all
      copies and tangible embodiments of the foregoing (in whatever form or medium),
      in each case including, without limitation, the items set forth on **Schedule 5.14** .




5


“ ***Investment*** ”
means
      any equity interest, directly or indirectly, in any Person.




“ ***IRCA*** ”
has
      the
      meaning set forth in **Section 5.9(d)** .




“ ***IRS*** ”
means
      the Internal Revenue Service.




“ ***Law*** ”
means
      any law, common law, statute, code, ordinance, regulation or other requirement
      of any Governmental Authority as well as foreign collective bargaining
      agreements and regulations of the employers’ liability insurance
      association.




“ ***Leased
      Real Property*** ”
has
      the
      meaning set forth in **Section 5.4(b)** .




“ ***Liability
      Claim*** ”
has
      the
      meaning set forth in **Section 10.2(a)** .




“ ***Liens*** ”
has
      the
      meaning set forth in **Section 2.1** .




“ ***Litigation
      Conditions*** ”
has
      the
      meaning set forth in **Section 10.2(b)** .




“ ***Loss*** ”
and
      “ ***Losses*** ”
means
      all losses, liabilities, claims, damages, penalties, fines, judgments, awards,
      settlements, Taxes, costs, fees, expenses (including but not limited to
      reasonable attorneys’ fees) and disbursements and, with respect to any Liability
      Claim asserted by a Purchaser Indemnified Party related to any inaccuracy or
      misrepresentation regarding the Company’s pre-Closing Adjusted EBITDA,
      diminution in value of the Company determined using the multiple of Adjusted
      EBITDA relied upon by the Purchaser to determine the Gross
      Proceeds.




“ ***Measurement
      Periods*** ”
has
      the
      meaning set forth in **Section 2.6(a)** .




“ ***Non-Compete
      Period*** ”
means
      the 2-year period immediately following the Closing Date.




“ ***Note*** ”
and
      “ ***Notes*** ”
have
      the meaning set forth in **Section 2.3(a)** .




“ ***Objections
      Statement*** ”
has
      the
      meaning set forth in **Section 2.6(a)** .




“ ***Order*** ”
means
      any order, judgment, injunction, award, decree, ruling, charge or writ of any
      Governmental Authority.




6


“ ***Ordinary
      Course of Business*** ”
means
      the ordinary course of business consistent with past custom and practice
      (including with respect to quantity and frequency).




“ ***OTC
      Bulletin Board*** ”
means
      the regulated electronic quotation service offered by the National Association
      of Securities Dealers that displays real-time quotes, last-sale prices, and
      volume information in over-the-counter equity securities.




“ ***Party*** ”
and
      “ ***Parties*** ”
have
      the meaning set forth in the Preamble.




“ ***Permits*** ”
means
      any license, permit, authorization, certificate of authority, accreditation,
      qualification or similar document or authority that has been issued or granted
      by any Governmental Authority.




“ ***Permitted
      Exceptions*** ”
means
      (a) Liens for current Taxes, assessments, fees and other charges by
      Governmental Authorities that are not due and payable as of the Closing Date
      and
      (b) those matters that are set forth on **Schedule 1.1(c)** .




“ ***Person*** ”
means
      any individual, sole proprietorship, partnership, corporation, limited liability
      company, unincorporated society or association, trust or other entity, or any
      division of such Person.




“ ***Post-Closing
      Straddle Period*** ”
has
      the
      meaning set forth in **Section 7.2(b)** .




“ ***Pre-Closing
      Straddle Period*** ”
has
      the
      meaning set forth in **Section 7.2(b)** .




“ ***Pre-Closing
      Tax Period*** ”
means
      any Tax period ending on or before the Closing Date.




“ ***Privilege
      Period*** ”
has
      the
      meaning set forth in **Section 7.2(c)(iv)** .




“ ***Purchase
      Price*** ”
has
      the
      meaning set forth in **Section 2.3(a)** .




“ ***Purchaser*** ”
has
      the
      meaning set forth in the Preamble.




“ ***Purchaser’s
      Advisors*** ”
has
      the
      meaning set forth in **Section 8.1(a)** .




“ ***Purchaser
      Common Stock*** ”
means
      the common stock, par value $0.001 per share, of Purchaser.




“ ***Purchaser
      Indemnified Party*** ”
has
      the
      meaning set forth in **Section 10.1(a)** .




“ ***Purchaser
      Shares*** ”
has
      the
      meaning set forth in **Section 2.3(a)** .




“ ***R.
      Shaw*** ”
has
      the
      meaning set forth in the Preamble.




“ ***R.
      Shaw Employment Agreement*** ”
has
      the
      meaning set forth in **Section 3.2(d)** .




“ ***Real
      Property*** ”
means
      any and all real property and interests in real property of the Company,
      including the Leased Real Property, any real property leaseholds and
      subleaseholds, purchase options, easements, licenses, rights to access and
      rights of way and any other real property otherwise owned, occupied or used
      by
      the Company.




7


“ ***Real
      Property Leases*** ”
has
      the
      meaning set forth in **Section 5.4(b)** .




“ ***Release*** ”
shall
      mean any releasing, spilling, leaking, pumping, pouring, emitting, emptying,
      discharging, injecting, escaping, leaching, migrating, disposing or dumping
      of a
      Hazardous Material into the Environment (including, without limitation, the
      abandonment or discarding of barrels, containers and other closed receptacles
      containing any Hazardous Materials) and any condition that results in the
      exposure of a Person to a Hazardous Material.




“ ***Restricted
      Territory*** ”
means:
      (a) the State of Colorado, each State contiguous thereto, and each State or
      Commonwealth in which the Company’s customers are located on the Closing Date;
      and (b) all of the specific customer accounts of the Company, whether
      within or outside of the geographic area described in clause (a) above,
      with which any of the Sellers had any contact or for which any of the Sellers
      had any responsibility (either direct or supervisory) immediately prior to
      the
      Closing, at any time during the 2-year period prior to the Closing, or at any
      time during the Non-Compete Period.




“ ***Retained
      Accounts Receivable*** ” ****** means
      all
      accounts receivable and other receivables generated in the Ordinary Course
      of
      the Company’s business, including, without limitation, notes receivables of the
      Company existing as of the Closing Date. The certificate referenced in **Section 3.2(l)** sets
      forth a true and complete list of all Retained Accounts Receivable as of the
      Closing Date.




“ ***Returns*** ”
means
      all returns, declarations, statements, reports, claims for refund, information
      returns and forms relating to Taxes, including any schedule or attachment
      thereto, and including any amendment thereof.




“ ***Second
      Measurement Period*** ”
has
      the
      meaning set forth in **Section 2.6(a)** .




“ ***Securities
      Act*** ”
means
      the Securities Act of 1933, as amended.




“ ***Sellers*** ”
has
      the
      meaning set forth in the Preamble.




“ ***Selling
      Expenses*** ”
means
      all (a) unpaid costs, fees and expenses of outside professionals incurred
      by the Company (including expenses incurred by the Company on behalf of the
      Sellers) relating to the process of selling the Company whether incurred in
      connection with this Agreement or otherwise, including, without limitation,
      all
      legal, accounting, consulting, tax and investment banking fees and expenses,
      and
      (b) severance obligations, retention bonuses, “stay” bonuses and sale
      bonuses owed by the Company triggered prior to or in connection with the
      transactions contemplated by this Agreement (including the employer portion
      of
      any payroll, social security, unemployment or similar Taxes). The certificate
      referenced in **Section 3.2(l)** sets
      forth the entire amount of the Selling Expenses (indicating the amount and
      the
      Person to whom such Selling Expense has been paid or is owed).




“ ***Shares*** ”
has
      the
      meaning set forth in Background Paragraph A.




8


“ ***Special
      Representations*** ”
means
      the representations and warranties listed in clauses (i), (ii) and (iii) of **Section 10.3(a)** .




“ ***Statement
      of Operations*** ”
has
      the
      meaning set forth in **Section 2.6(a)** .




“ ***Straddle
      Period*** ”
has
      the
      meaning set forth in **Section 7.2(b)** .




“ ***Subsidiary*** ”
or
      “ ***Subsidiaries*** ”
means
      any Person of which at least 20% of the outstanding shares or other equity
      interests having ordinary voting power for the election of directors or
      comparable managers of such Person are at the time owned by the Company, by
      one
      or more directly or indirectly wholly or partially owned subsidiaries of the
      Company or by the Company and one or more such subsidiaries, whether or not
      at
      the time the shares of any other class or classes or other equity interests
      of
      such Person shall have or might have voting power by reason of the happening
      of
      any contingency.




“ ***Tangible
      Personal Property*** ”
has
      the
      meaning set forth in **Section 5.4(c)** .




“ ***Target
      EBITDA*** ”
means
      (a) with respect to the First Measurement Period, $761,585, and
      (b) with respect to the Second Measurement Period, $811,088.




“ ***Tax*** ”
means
      any (a) foreign, United States federal, state, or local net income,
      alternative or add-on minimum tax, gross income, gross receipts, sales, use,
      ad
      valorem, value added, transfer, franchise, profits, license, withholding,
      payroll, employment, excise, severance, stamp, occupation, premium, property,
      environmental or windfall profit tax, custom, duty or other tax, governmental
      fee or other like assessment or charge of any kind whatsoever, together with
      any
      interest, penalty, addition to tax or additional amount imposed by any Law
      or
      Taxing Authority, whether disputed or not, (b) any liability for the
      payment of any amounts of any of the foregoing types as a result of being a
      member of an affiliated, consolidated, combined or unitary group, or being
      a
      party to any agreement or arrangement whereby liability for payment of such
      amounts was determined or taken into account with reference to the liability
      of
      any other Person and (c) any liability for the payment of any amounts of
      any of the foregoing types as a result of being a party to any agreements or
      arrangements (whether or not written) or with respect to the payment of any
      amounts of any of the foregoing types as a result of any express or implied
      obligation to indemnify any other Person.




“ ***Tax
      Matter*** ”
means
      any inquiries, claims, assessments, audits or similar events with respect to
      Taxes of the Company.




***Taxing
      Authority*** ”
means
      any Governmental Authority responsible for the administration or imposition
      of
      any Tax.




“ ***Third
      Party Claim*** ”
has
      the
      meaning set forth in **Section 10.2(b)** .




“ ***Threat
      of Release*** ”
shall
      mean a substantial likelihood of a Release that requires action to prevent
      or
      mitigate damage or injury to health, safety or the Environment that might result
      from such Release.




“ ***Transfer
      Taxes*** ”
has
      the
      meaning set forth in **Section 7.2(e)** .




9


**II.
      PURCHASE AND SALE**




2.1.  **Purchase
      and Sale of the Shares** **.** At the
      Closing, the Purchaser shall purchase (or cause to be purchased) from the
      Sellers, and the Sellers shall sell, transfer, assign, convey and deliver to
      the
      Purchaser, all of the Shares, free and clear of any mortgage, pledge,
      hypothecation, rights of others, claim, security interest, encumbrance, title
      defect, title retention agreement, voting trust agreement, interest, option,
      lien, charge or similar restrictions or limitations (collectively, “ ***Liens*** ”).




2.2.  **Retained
      Assets** **.** The
      Parties agree that the Company shall have the right, at or prior to the Closing,
      to distribute (a) all of the cash of the Company (other than customer
      deposits or advances for services not yet completed), (b) the Retained
      Accounts Receivable and (c) the Excluded Assets in accordance with **Section 8.1(e)** ,
      without
      adjustment to the Purchase Price.




2.3.  **Purchase
      Price** **.**




(a)  In
      full
      consideration for the transfer of the Shares, at the Closing, the Purchaser
      shall pay (or cause to be paid) to the Sellers an aggregate amount equal to
      $3,575,520 (in aggregate, the “ ***Gross
      Proceeds*** ”)
      (or
      such lesser amount resulting from deductions, if any, pursuant to this **Section 2.3(a)** )
      consisting of: (i) $1,937,760 in cash (the “ ***Cash
      Proceeds*** ”) minus (A) any and all outstanding Indebtedness of the Company as of the Closing
      Date, (B) any and all Selling Expenses, (C) any and all Bonus Amounts,
      and (D) the Holdback Amount (such amount resulting from the deductions, if
      any,
      to the Cash Proceeds is referred to herein as the “ ***Cash
      Purchase Price*** ”);
      (ii)
      $922,656 payable under two promissory notes (one payable 14 months after the
      Closing and one payable 26 months after the Closing, subject to extension as
      provided therein), each in the amount of $461,328 and substantially in the
      form
      attached hereto as **Exhibit A** (each, a
“ ***Note*** ”
and
      collectively, the “ ***Notes*** ”);
      and
      (iii) $715,104 payable in shares of Purchaser Common Stock, which number of
      shares shall be calculated pursuant to **Section 2.4** (such
      number of shares resulting from the calculation, the “ ***Purchaser
      Shares*** ”,
      and
      together with the Cash Purchase Price and the Notes, the “ ***Purchase
      Price*** ”).
      Subject to the terms of **Article X** ,
      on the
      3-month anniversary of the Closing Date (but in no event before January 2,
      2009), the Purchaser shall pay or cause to be paid to the Sellers the Holdback
      Amount, minus the
      amount required to satisfy any unresolved Claims made by the Purchaser or any
      Purchaser Indemnified Party in accordance with the terms of **Article X** .
      Simple
      interest shall accrue on the Holdback Amount, as the same may be reduced from
      time to time, at the rate of 6.00% computed on the basis of a 360-day year
      for
      the actual number of days from the Closing Date to the date paid. The Purchaser
      shall pay or cause to be paid to the Sellers all accrued but unpaid interest
      on
      the portion of the Holdback Amount actually paid to the Sellers concurrently
      with payment of such portion of the Holdback Amount. The Holdback Amount (or
      any
      portion thereof and including any interest thereon) shall be paid when due
      by
      bank wire transfer of immediately available funds to the account(s) designated
      pursuant to **Section 2.5** .




(b)  At
      the
      Closing, the Purchaser shall pay (or cause to be paid) (i) to the Persons
      entitled thereto, all of the Indebtedness of the Company to the extent it is
      to
      be repaid in connection therewith as determined by the Purchaser, (ii) to
      the Persons entitled thereto, all of the Selling Expenses to the extent unpaid,
      and (iii) to the Persons entitled thereto, when due and payable and as
      reduced by applicable employment or withholding Taxes, the Bonus Amounts. The
      Purchaser may, at its option, pay the Bonus Amounts to the Company, which in
      turn shall pay such amounts to the Persons entitled thereto (less applicable
      employment or withholding Tax).




10


2.4.  **Calculation
      of the Number of Purchaser Shares** **.** The
      number of the Purchaser Shares shall equal the quotient of (a) $715,104 divided
      by (b) the Fair Market Value of one share of Purchaser Common Stock as of the
      Closing Date.




2.5.  **Payment
      of the Purchase Price** **.** On the
      Closing Date, the Purchaser shall (a) pay to the Sellers the Cash Purchase
      Price by bank wire transfer of immediately available funds to the account(s)
      listed on **Schedule 2.5** ,
      and
      (b) deliver to the Sellers the Notes. As soon as is reasonably practicable
      after the Closing, the Purchaser shall deliver to the Sellers the Purchaser
      Shares. In no event will the Purchaser or the Company have any responsibility
      or
      liability for the allocation of the Purchase Price (including any payments
      for
      adjustments made thereto) between the Sellers or the distribution of the
      Purchase Price (including any payments for adjustments made thereto) between
      the
      Sellers.




2.6.  **Adjustments
      to the Notes** **.**




(a)  Statement
      of Operations Calculation .
      Within
      60 days after each of (i) the period beginning on the first day of the
      first full calendar month following the Closing and ending on the day
      immediately preceding the one-year anniversary of such date (the “ ***First
      Measurement Period*** ”)
      and
      (ii) the period beginning on the day after expiration of the First
      Measurement Period and ending on the day immediately preceding the one-year
      anniversary of such date (the “ ***Second
      Measurement Period*** ”,
      and
      together with the First Measurement Period, the “ ***Measurement
      Periods*** ”),
      the
      Purchaser shall cause to be prepared and delivered to the Sellers a statement
      of
      operations of the Company (the “ ***Statement
      of Operations*** ”)
      for
      the applicable Measurement Period, determined in accordance with GAAP. Each
      Statement of Operations shall include a (A) calculation of the Company’s
      Adjusted EBITDA for the applicable Measurement Period, and (B) written
      determination of whether the Company achieved the Target EBITDA for such
      Measurement Period. If the Sellers have any objections to the Statement of
      Operations for the applicable Measurement Period, the Sellers shall deliver
      to
      the Purchaser a statement setting forth their objections thereto, including
      supporting calculations and documentation (an “ ***Objections
      Statement*** ”).
      If an
      Objections Statement is not delivered to the Purchaser within 30 days after
      delivery of the Statement of Operations for such Measurement Period, the
      Statement of Operations shall be final, binding and non-appealable by the
      Parties. The Sellers, on the one hand, and the Purchaser, on the other hand,
      shall negotiate in good faith to resolve any such objections, but if they do
      not
      reach a final resolution within 30 days after the delivery of an Objections
      Statement, then the Sellers and the Purchaser shall submit such dispute for
      resolution to an independent accounting firm (the “ ***Independent
      Arbitrator*** ”)
      mutually appointed by the Sellers, on the one hand, and the Purchaser, on the
      other hand. If the Sellers, on the one hand, and the Purchaser, on the other
      hand, cannot agree on the identity of the Independent Arbitrator, then they
      shall select the Independent Arbitrator from a list of regional accounting
      firms
      that maintain offices in the Columbus, Ohio area; provided , however ,
      no firm
      selected shall have (or have had) a material relationship with the Sellers,
      the
      Purchaser or their respective Affiliates. If either the Sellers, on the one
      hand, or the Purchaser, on the other hand, fail to cooperate in selecting the
      Independent Arbitrator, the cooperating Party may apply to the American
      Arbitration Association office located in Columbus, Ohio, which office shall
      have the power to designate the Independent Arbitrator. The Sellers and the
      Purchaser shall use their commercially reasonably efforts to cause the
      Independent Arbitrator to resolve all disagreements as soon as practicable.
      The
      resolution of the dispute by the Independent Arbitrator, or any written
      agreement of the Sellers and the Purchaser as to the resolution of such dispute,
      shall be final and binding on, and non-appealable by, the Parties. The costs
      and
      expenses of the Independent Arbitrator shall be allocated between the Purchaser,
      on the one hand, and the Sellers, on the other hand, based upon the percentage
      that the portion of the contested amount not awarded to each Party bears to
      the
      amount actually contested by such Party. For example, if the Sellers claim
      Adjusted EBITDA for the applicable Measurement Period is $1,000 greater than
      the
      amount determined by the Purchaser, and the Purchaser contests only $500 of
      the
      amount claimed by the Sellers, and if the Independent Arbitrator ultimately
      resolves the dispute by awarding the Sellers $300 of the $500 contested, then
      the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to
      the Purchaser and 40% (i.e., 200 ÷ 500) to the Sellers.




11


(b)  Adjustments .




(i)  If
      Adjusted EBITDA as finally determined pursuant to **Section 2.6(a)** (“ ***Final
      EBITDA*** ”)
      for
      the First Measurement Period is less than the Target EBITDA for the First
      Measurement Period, then the principal amount of the Note payable 14 months
      after the Closing (subject to extension as provided therein) shall decrease
      in
      an amount equal to the difference of (A) Target EBITDA minus (B) Final EBITDA, for the First Measurement Period (the “ ***EBITDA
      Shortfall*** ”).




(ii)  If
      Final
      EBITDA for the Second Measurement Period is less than the Target EBITDA for
      the
      Second Measurement Period, then the principal amount of the Note payable 26
      months after the Closing (subject to extension as provided therein) shall
      decrease in an amount equal to the difference of (A) Target EBITDA minus (B) Final EBITDA, for the Second Measurement Period.




(iii)  If
      a
      reduction is made to the Note payable 14 months after the Closing (subject
      to
      extension as provided therein) pursuant to **Section 2.6(b)(i)** and
      Final EBITDA for the Second Measurement Period is greater than Target EBITDA
      for
      the Second Measurement Period, then the principal amount of the Note payable
      26
      months after the Closing (subject to extension as provided therein) shall
      increase in an amount equal to the lesser of (A) the difference of
      (x) Final EBITDA minus (y) Target EBITDA, for the Second Measurement Period (“ ***Excess
      EBITDA*** ”),
      or
      (B) the EBITDA Shortfall. For the avoidance of doubt, in no event shall the
      Notes exceed their aggregate value on the Closing Date.




(c)  Access .
      After
      delivery of the Statement of Operations, and solely in connection therewith,
      the
      Purchaser shall permit the Sellers and their representatives to have reasonable
      access to the books, records and other documents (including work papers)
      pertaining to or used in connection with preparation of the Statement of
      Operations, and shall provide the Sellers with copies thereof as reasonably
      requested by the Sellers. The Sellers and their representatives may make
      inquiries of the Purchaser and the Company and their respective employees,
      accountants and representatives regarding the Statement of Operations arising
      in
      the course of their review thereof, and the Purchaser shall use, and shall
      cause
      the Company to use, their commercially reasonable efforts to cause any such
      employees, accountants and representatives to cooperate with and respond to
      such
      inquiries.




12


**III.**  **CLOSING,
      DELIVERIES AND OTHER ACTIONS**




3.1.  **Time
      and Place of Closing** **.**  The
      closing of the transactions contemplated hereby (the “ ***Closing*** ”)
      shall
      take place remotely via the exchange of documents and signatures on the second
      business day after satisfaction or waiver of the conditions (excluding
      conditions that, by their terms, cannot be satisfied until the Closing Date
      but
      subject to the satisfaction or waiver of those conditions) set forth in **Article IX** ,
      or in
      such other manner and such other time as the Purchaser and the Sellers shall
      agree in writing. The date on which the Closing occurs is referred to herein
      as
      the “ ***Closing
      Date*** ”.




3.2.  **Deliveries
      by the Sellers** **.** At the
      Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser
      the following items:




(a)  (i) stock
      certificates representing all of the Shares with duly executed stock powers
      attached in proper form for transfer to the Purchaser and (ii) any other
      documents that are necessary to transfer to the Purchaser good and valid title
      to the Shares free and clear of any Liens, with any necessary transfer tax
      stamps affixed or accompanied by evidence that all stock transfer taxes have
      been paid;




(b)  a
      receipt, duly executed by the Sellers, evidencing receipt by the Sellers of
      the
      Purchase Price;




(c)  an
      employment agreement, in the form attached hereto as **Exhibit B** ,
      by and
      between the Company and E. Shaw (the “ ***E.
      Shaw Employment Agreement*** ”),
      duly
      executed by E. Shaw;




(d)  an
      employment agreement, in the form attached hereto as **Exhibit C** ,
      by and
      between the Company and R. Shaw (the “ ***R.
      Shaw Employment Agreement*** ”,
      and
      together with the E. Shaw Employment Agreement, the “ ***Employment
      Agreements*** ”),
      duly
      executed by R. Shaw;




(e)  releases,
      each in the form of **Exhibit D** ,
      duly
      executed by each Seller;




(f)  reasonably
      current good standing certificates (or equivalent document) for the Company
      issued by the appropriate Governmental Authority in the Company’s jurisdiction
      of incorporation and in each jurisdiction where the Company is qualified to
      do
      business as a foreign corporation;




(g)  copies
      of
      the Certificate of Incorporation (or equivalent document) of the Company,
      certified by the secretary of state of its jurisdiction of incorporation, and
      copies of the Bylaws (or equivalent document) of the Company, certified by
      an
      officer of the Company;




(h)  the
      original corporate record books and stock record books of the Company, and
      all
      books and records (including data stored on discs, tapes or other media) related
      to the Company’s business, including, to the extent available, all current and
      historical financial, accounting and Tax records);




13


(i)  all
      of
      the Consents listed on **Schedules 4.4** and **5.4(b)** ;




(j)  certificates
      of the Sellers required pursuant to **Sections 9.1(c)** and **(f)** ;




(k)  non-foreign
      person affidavits that comply with the requirements of Section 1445 of the
      Code, duly executed by each Seller and reasonably satisfactory to the
      Purchaser;




(l)  a
      certificate of the Sellers, dated as of the Closing Date, setting forth in
      sufficient detail acceptable to the Purchaser (i) all Indebtedness of the
      Company (other than accounts and trade payables not yet invoiced as of the
      Closing Date, which accounts and trade payables shall be a liability of the
      Sellers as Indebtedness), (ii) all Selling Expenses, (iii) all Bonus
      Amounts, and (iv) all Retained Accounts Receivable, in each case as of the
      Closing Date;




(m)  [intentionally
      omitted];




(n)  appropriate
      termination statements under the Uniform Commercial Code and other instruments
      as may be reasonably requested by the Purchaser to evidence the release of
      any
      and all Liens (other than Permitted Encumbrances) on any of the assets or
      properties of the Company;




(o)  written
      resignations of each director and officer of the Company;




(p)  joinder
      agreements, guarantees, security pledges, subordination agreements,
      certificates, and any other documents requested by the Purchaser’s lenders in
      connection with any required consent of such lenders to the transactions
      contemplated by this Agreement and the Ancillary Agreements, each to be
      effective only as of the Closing Date and in form and substance satisfactory
      to
      the Purchaser and its lenders; and




(q)  such
      other documents and instruments as the Purchaser reasonably requests to
      consummate the transactions contemplated hereby.




3.3.  **Deliveries
      by the Purchaser** **.** At the
      Closing, the Purchaser shall deliver, or cause to be delivered, to the Sellers
      (unless otherwise indicated herein) the following items:




(a)  the
      Purchase Price (comprised of the Cash Purchase Price and the Notes) payable
      as
      set forth in **Section 2.5** ;




(b)  the
      Employment Agreements, duly executed by the Company;




(c)  a
      certificate of the Purchaser required pursuant to **Sections
      9.2(c)** ;
      and




(d)  such
      other documents and instruments as the Sellers reasonably request to consummate
      the transactions contemplated hereby.




14


**IV.
      REPRESENTATIONS AND WARRANTIES OF THE SELLERS**




The
      Sellers hereby severally represent and warrant to the Purchaser as
      follows:




4.1.  **Authority,
      Validity and Effect** **.** Each
      Seller has all requisite authority and full legal capacity to enter into and
      perform his or her obligations under this Agreement and any Ancillary Agreement
      to which such Seller is a party and to consummate the transactions contemplated
      herein and therein. This Agreement and such Ancillary Agreements have been
      duly
      executed and delivered by each Seller pursuant to all necessary authorization
      and are the legal, valid and binding obligation of each Seller, enforceable
      against each Seller in accordance with their terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent
      conveyance and other similar Laws and principles of equity affecting creditors’
rights and remedies generally (the “ ***General
      Enforceability Exceptions*** ”).
      No
      further action on the part of any Seller is or will be required in connection
      with the transactions contemplated by this Agreement or the Ancillary
      Agreements.




4.2.  **Title
      to Shares** **.** The
      Sellers (a) are the record and beneficial owners of the Shares as set forth
      on **Schedule 5.3** ,
      (b) have full power, right and authority, and any approval required by Law,
      to make and enter into this Agreement and to sell, assign, transfer and deliver
      the Shares to the Purchaser, and (c) have good and valid title to the
      Shares free and clear of all Liens. Upon the consummation of the transactions
      contemplated by this Agreement in accordance with the terms hereof, at the
      Closing, the Purchaser will acquire good and valid title to the Shares, free
      and
      clear of all Liens, other than Liens created by the Purchaser.




4.3.  **No
      Conflict** **.** Neither
      the execution of this Agreement or the Ancillary Agreements, nor the performance
      by the Sellers of their respective obligations hereunder or thereunder will
      (a) violate or conflict with the Certificate of Incorporation (or
      equivalent document) or the Bylaws (or equivalent document) of the Company,
      or
      any Law or Order, (b) violate, conflict with or result in a breach or
      termination of, or otherwise give any Person additional rights or compensation
      under, or the right to terminate or accelerate, or constitute (with notice
      or
      lapse of time, or both) a default under the terms of any note, deed, mortgage,
      or Contract or oral understanding to which the Company, or any Seller is a
      party
      or by which any of their respective assets or properties are bound, (c) 
result in the creation or imposition of any Lien with respect to, or otherwise
      have an adverse effect upon, the Shares or any of the assets or properties
      of
      the Company or any Seller, or (d) invalidate or adversely affect any Permit
      required for the conduct of the businesses of the Company, including, without
      limitation, any business license.




4.4.  **Consents** **.** Except
      as set forth on **Schedule 4.4** ,
      no
      Consent of any third party or Governmental Authority is required in connection
      with the execution and delivery by the Sellers of this Agreement or the
      Ancillary Agreements to which such Seller is a party, or the consummation of
      the
      transactions contemplated hereby or thereby.




4.5.  **Litigation** **.** There is
      no Order and no Action pending, or to the Company’s Knowledge, threatened
      against any Seller that would give any Person the right to enjoin or rescind
      the
      transactions contemplated by this Agreement or otherwise prevent any Seller
      from
      complying with the terms of this Agreement.




15


4.6.  **Brokers** **.** No
      Person has acted directly or indirectly as a broker, finder or financial advisor
      for the Company or any Seller in connection with the negotiations relating
      to
      the transactions contemplated by this Agreement for which the Purchaser or
      the
      Company will become obligated to pay a fee or commission.




4.7.  **Purchaser
      Shares Legend** **.** The
      Sellers acknowledge and accept that until such time as the Purchaser Shares
      have
      been registered under the Securities Act or otherwise may be sold pursuant
      to
      Rule 144 under the Securities Act without any restriction as to the amount
      of shares that may be immediately sold as of a particular date, the certificates
      representing the Purchaser Shares shall be issued with restrictive legends
      substantially similar to the following form (and a stop-transfer order may
      be
      placed against any transfer):




“The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended. The securities may not be sold, transferred
      or assigned in the absence of an effective registration statement for the
      securities under said Act, or an opinion of counsel, in form, substance and
      scope customary for opinions of counsel in comparable transactions, that
      registration is not required under said Act or unless sold pursuant to
      Rule 144 under said Act.”




4.8.  **Rule 144** **.** The
      Sellers acknowledge and accept that until such time as the Purchaser Shares
      have
      been registered under the Securities Act or a Conversion Transaction occurs,
      if
      any Seller desires to sell any of his or her respective shares of the Purchaser
      Shares, then such Seller must comply with the terms and conditions of
      Rule 144 under the Securities Act, which terms and conditions include,
      among other things, mandatory holding periods.




4.9.  **Investment
      Representations** **.**




(a)  The
      Purchaser Shares acquired by the Sellers are being acquired for investment
      only
      and not with a view of any distribution thereof that would violate the
      Securities Act or any applicable state securities laws.




(b)  The
      Sellers (i) are financially able to hold the Purchaser Shares for long-term
      investment, (ii) understand that the nature and amount of the Purchaser
      Shares being purchased is consistent with their overall investment program
      and
      financial position and (iii) recognize that there are substantial risks
      involved in the acquisition of the Purchaser Shares, including risk of loss
      of
      the entire amount of such investment.




(c)  The
      Sellers confirm that they (i) are familiar with the Purchaser,
      (ii) have been given the opportunity to ask questions of the officers and
      directors of the Purchaser and to obtain (and have received to their
      satisfaction) such information about the business and financial condition of
      the
      Purchaser as they have reasonably requested and (iii) have such knowledge
      and experience in financial and business matters that they are capable of
      evaluating the merits and risks of the investment in the Purchaser
      Shares.




(d)  Each
      Seller is an “accredited investor” as such term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act.




16


**V.
      REPRESENTATION AND WARRANTIES RELATING TO THE COMPANY**




Each
      Seller hereby, jointly and severally, represents and warrants to the Purchaser
      as follows:




5.1.  **Existence
      and Good Standing** **.** The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Colorado and is duly authorized, qualified or
      licensed to do business as a foreign corporation in each of the jurisdictions
      set forth on **Schedule 5.1** ,
      which
      are the only jurisdictions in which the Company is required to be so
      qualified.




5.2.  **Power** **.** The
      Company has the necessary power and authority to (a) own, operate and lease
      its properties and assets as and where currently owned, operated and leased
      and
      (b) carry on its business as currently conducted.




5.3.  **Capitalization
      of the Company** **.** The
      authorized capital stock of the Company consists of 50,000 shares of common
      stock, without par value, of which 1,818 shares are issued and outstanding
      all
      of which have been (a) duly authorized and validly issued and are fully
      paid and non assessable and (b) issued in compliance with all securities
      laws and all applicable agreements. All of the Shares are owned beneficially
      and
      of record by the Sellers in each case free and clear of any Liens. There are
      no
      outstanding options, warrants, rights, calls, subscriptions, claims of any
      character, agreements, obligations, convertible or exchangeable securities
      or
      other commitments, contingent or otherwise, of any kind obligating the Company
      to issue, directly or indirectly, any additional shares of its capital stock
      or
      other equity securities. The Shares represent the only issued and outstanding
      shares of capital stock of the Company. No former equity owner of the Company
      or
      any of its respective predecessors, and no former holder of any right to acquire
      any interest in the Company or any of its respective predecessors (whether
      by
      warrant, option, convertible instrument or otherwise) has any claim or rights
      against the Company. There are no Contracts relating to the issuance, sale,
      transfer or voting of any equity securities or other securities of the Company. **Schedule 5.3** sets
      forth a true and complete statement of the capitalization of the Company. The
      Company has no Subsidiaries or Investments.




5.4.  **Property** **.**




(a)  Title .
      Other
      than the Permitted Exceptions, the Company has good and marketable title to,
      valid and enforceable leasehold interests in, or a valid and enforceable license
      to, all of its tangible assets and properties (including, without limitation,
      the Leased Property) free and clear of any Liens. The assets and properties
      owned, leased or licensed by the Company are in good condition and repair
      (subject to normal wear and tear consistent with the age of the assets and
      properties) and are sufficient for the operation of the business of the Company
      as it is currently conducted and proposed to be conducted. The Company owns
      no
      real property.




17


(b)  Real
      Property Leases . **Schedule 5.4(b)** sets
      forth a true and complete description of all real property leased, licensed
      to
      or otherwise used or occupied (but not owned) by the Company (collectively,
      the
“ ***Leased
      Real Property*** ”),
      including the address thereof, the annual fixed rental, the expiration of the
      term, any extension options and any security deposits. A true and correct copy
      of each such lease, license or occupancy agreement, and any amendments thereto,
      with respect to the Leased Real Property (collectively, the “ ***Real
      Property Leases*** ”)
      has
      been delivered to the Purchaser, and no changes have been made to any Real
      Property Leases since the date of delivery. All of the Leased Real Property
      is
      used or occupied by the Company pursuant to a Real Property Lease. Each Real
      Property Lease is valid, binding and enforceable in accordance with its terms
      and is in full force and effect. There are no existing defaults by the Company
      or the lessor under any of the Real Property Leases, and no event has occurred
      which (with notice, lapse of time or both) could reasonably be expected to
      constitute a breach or default under any of the Real Property Leases by any
      party or give any party the right to terminate, accelerate or modify any Real
      Property Lease. Except as set forth on **Schedule 5.4(b)** ,
      (i) no Consent is required from the lessor under any of the Real Property
      Leases to consummate the transactions contemplated by this Agreement and the
      Ancillary Agreements and (ii) no Affiliate of the Company or any Seller is
      the owner or lessor of any Leased Real Property. The Company has not leased
      or
      sublet as lessor or sublessor, and no third party is in possession of, any
      of
      the Real Property.




(c)  Tangible
      Personal Property . **Schedule 5.4(c** **)** sets
      forth a true and complete list, by category, of all equipment, machinery and
      other similar tangible personal property, with an individual original cost
      of
      $1,000 or more, that is owned or leased by the Company (the “ ***Tangible
      Personal Property*** ”).
      The
      Company is in full possession of all of its Tangible Personal
      Property.




(d)  Absence
      of Violations .
      Except
      as set forth on **Schedule 5.4(d)** ,
      (i) none of the Real Property, nor the leasing, occupancy or use of the
      Real Property, is in violation of any Law, including, without limitation, any
      building, zoning, environmental or other ordinance, code, rule or regulation,
      and (ii) the condition and use of the Real Property conforms to each
      applicable certificate of occupancy and all other Permits required to be issued
      in connection with the Real Property. The Company has obtained all Permits
      necessary for the operation of its business at the Real Property.




5.5.  **Litigation** **.** Except
      as set forth on **Schedule 5.5** ,
      there
      is no instance in which the Company is or has been within the previous five
      years (a) subject to any unsatisfied Order, or (b) a party or is
      threatened to be made a party to any Action. Except as set forth on **Schedule 5.5** ,
      no
      event has occurred or circumstances exist that could give rise to or serve
      as a
      basis for the commencement of any Action. There are no Actions pending or
      threatened that question the validity of this Agreement, the Ancillary
      Agreements or any of the transactions contemplated hereby or
      thereby.




5.6.  **Compliance
      with Laws** **.** The
      Company is now, and has been at all times during the previous five years, in
      compliance with all Laws and Orders, including, without limitation, those
      respecting (a) pension administration, (b) labor relations or
      employment matters and related foreign social security laws, (c) zoning,
      (d) delivery practices and procedures, and (e) intellectual property.
      To the Company’s Knowledge, no proposed Law or Order exists that would be
      applicable to the Company and that would adversely affect any assets,
      properties, liabilities, operations or prospects of the Company. Neither the
      Company nor any Seller has received any notification or communication from
      any
      Governmental Authority threatening to revoke any Permit owned or held by the
      Company.




18


5.7.  **Necessary
      Property** **.** The
      Company is the only operation through which the business of the Company is
      conducted, and no similar business is conducted by any Affiliate of the Company
      or of any Seller. The assets and properties currently owned, leased or licensed
      by the Company, constitute all of the assets and properties used in or necessary
      to conduct the business of the Company as it is currently conducted and proposed
      to be conducted.




5.8.  **Conduct
      of Business** **.** Since
      December 31, 2007, the business and operations of the Company have been
      conducted in the Ordinary Course of Business and there has not been any adverse
      change in the operation of the business or the performance or financial
      condition of the Company. Without limiting the generality of the foregoing,
      since December 31, 2007 and except as set forth on **Schedule 5.8** ,
      the
      Company has not:




(a)  borrowed
      any amount or incurred or become subject to any liability except
      (i) current liabilities incurred in the Ordinary Course of Business,
      (ii) liabilities under Contracts entered into in the Ordinary Course of
      Business, and (iii) borrowings under lines of credit existing on such
      date;




(b)  sold,
      assigned or transferred (including, without limitation, transfers to any
      employees, shareholders or Affiliates) any assets or properties except in the
      Ordinary Course of Business, or canceled any debts or claims;




(c)  waived
      any rights of value or suffered any losses;




(d)  declared
      or paid any dividends or other distributions with respect to any shares of
      its
      capital stock or redeemed or purchased, directly or indirectly, any shares
      of
      its capital stock, any options or any other rights to acquire any of its equity
      interests;




(e)  taken
      any
      other action or entered into any other transaction (including any transactions
      with employees, shareholders or Affiliates) other than in the Ordinary Course
      of
      Business or other than the transactions contemplated by this Agreement and
      the
      Ancillary Agreements;




(f)  (i) increased
      the salary, wages or other compensation rates of any officer, employee, director
      or consultant, (ii) made or granted any increase in benefits under any
      Employee Plan, or amended or terminated any existing Employee Plan, or adopted
      any new Employee Plan or (iii) made any commitment or incurred any
      liability to any labor organization;




(g)  made
      any
      capital expenditures in excess of $1,000 in the aggregate or any commitments
      therefor;




(h)  made
      any
      change in accounting or Tax principles, practices or policies from those
      utilized in the preparation of the Financial Statements;




(i)  made,
      changed or rescinded any Tax election;




(j)  made
      any
      write off or write down of or made any determination to write off or write
      down
      any of its assets and properties;




19


(k)  made
      any
      change in its general pricing practices or policies or any change in its credit
      or allowance practices or policies;




(l)  entered
      into any amendment, modification, termination (partial or complete) or granted
      any waiver under or given any Consent with respect to any Contract that is
      required to be disclosed in the Schedules to this Agreement;




(m)  commenced
      or terminated any line of business;




(n)  received
      notice from any customer or supplier that such customer or supplier has ceased,
      may cease or will cease to do business with it; or




(o)  (i) delayed,
      or taken any action to delay, payment of any accounts payable of the Company
      or
      failed to pay any accounts payable of the Company when due in accordance with
      their terms, or (ii) accelerated, or taken any action to accelerate, the
      payment of any accounts receivable of the Company or the collection of customer
      deposits by the Company.




5.9.  **Labor
      Matters** **.**




(a)  Union
      and Employee Contracts .
      (i) The Company is not a party to or bound by any union contract,
      collective bargaining agreement or other similar type of contract; (ii) the
      Company has not agreed to recognize any union or other collective bargaining
      representative; and (iii) no union or collective bargaining representative
      has been certified as representing any employees of the Company and no
      organizational attempt has been made or threatened by or on behalf of any labor
      union or collective bargaining representative with respect to any employees
      of
      the Company. Neither the Company nor any of its predecessors has experienced
      any
      labor strike, dispute, slowdown or stoppage or any other material labor
      difficulty during the past five years and to the Company’s Knowledge there are
      no facts or circumstances that might lead to any such labor dispute. Except
      as
      set forth on **Schedule 5.9(a)** ,
      the
      Company is not a party to or bound by any employment contract, independent
      contractor agreement, consultation agreement or other similar type of
      contract.




(b)  List
      of Employees, Etc . **Schedule 5.9(b)** sets
      forth a list of all officers, directors, employees (which term shall include
      any
      managing director), consultants and independent contractors of the Company,
      the
      rate of all regular and special compensation payable to each such Person in
      any
      and all capacities and any regular or special compensation that will be payable
      to each such Person in any and all capacities other than the then current
      accrual of regular payroll compensation, and any potentially existing
      change-in-control clause. Except as set forth on **Schedule 5.9(b)** ,
      the
      Company does not employ any employee who cannot be dismissed immediately,
      whether currently or immediately after the transactions contemplated by this
      Agreement and the Ancillary Agreements, without notice or cause and without
      further liability to the Company. To the Company’s Knowledge, no employee of the
      Company intends to terminate his or her employment relationship with the
      Company.




(c)  WARN
      Act .
      With
      respect to the employees of the Company, during the last twelve months, there
      has been no mass layoff, plant closing, or shutdown that implicates the Worker
      Adjustment Retraining & Notification Act of 1988, as amended, or any similar
      Law.




20


(d)  IRCA .
      To the
      Company’s Knowledge, all current employees of the Company who work in the United
      States are, and all former employees of the Company who worked in the United
      States whose employment terminated, voluntarily or involuntarily, within the
      previous three years, were legally authorized to work in the United States.
      The
      Company has completed and retained the necessary employment verification
      paperwork under the Immigration Reform and Control Act of 1986 (“ ***IRCA*** ”)
      for
      all employees. Further, at all times, the Company was in material compliance
      with both the employment verification provisions (including the paperwork and
      documentation requirements) and the anti-discrimination provisions of
      IRCA.




(e)  Unemployment,
      Social Security and Other Benefits .
      The
      Company is not liable for any payment to any trust or other fund or to any
      Governmental Entity, with respect to unemployment compensation benefits, social
      security or other benefits or obligations for employees (other than routine
      payments to be made in the ordinary course of business and consistently with
      past practice). There are no pending claims against the Company under any
      workers compensation plan or policy or for long term disability.




(f)  Former
      Employment Arrangements .
      To the
      Company’s Knowledge, no employee of the Company is in violation, in any material
      respect, of any term of any employment agreement, nondisclosure agreement,
      common law nondisclosure obligation, fiduciary duty, non-competition agreement
      or restrictive covenant to a former employer.




(g)  Manuals,
      Handbooks, Policies, Etc .
      True
      and complete copies have been made available to the Purchaser of the material
      written personnel manuals, handbooks, policies, rules or procedures applicable
      to any employee of the Company.




(h)  Compliance
      and Investigations .
      The
      Company is not a party to, or otherwise bound by, any consent decree with,
      or
      citation by, any Governmental Entity relating to employees or employment
      practices. Neither the Company nor any of its executive officers has received
      within the past five years any notice of intent by any Governmental Entity
      responsible for the enforcement of labor or employment laws to conduct an
      investigation relating to the Company or any of its Subsidiaries and, to the
      Company’s Knowledge, no such investigation is in progress.




(i)  Effect
      of Execution and Delivery .
      None of
      the execution and delivery of this Agreement or the consummation of any
      transaction contemplated hereby or any termination of employment or service
      in
      connection therewith or subsequent thereto will (i) result in any payment
      (including severance, golden parachute, bonus or otherwise) becoming due to
      any
      Person, (ii) materially increase any benefits otherwise payable by the
      Company, (iii) result in the acceleration of the time of payment or vesting
      of any such benefits, (iv) increase the amount of compensation due to any
      Person, or (v) result in the forgiveness in whole or in part of any
      outstanding loans made by the Company to any Person.




(j)  Effect
      of Other Agreements .
      To the
      Company’s Knowledge, no current employee or current officer or director of the
      Company is a party to, or is otherwise bound by, any agreement or arrangement,
      including any confidentiality, non-competition or proprietary rights agreement,
      between such employee, officer or director and any other Person that in any
      way
      materially and adversely affects (i) the performance of his or her duties
      as an employee, officer or director of the Company or (ii) the ability of
      the Company to conduct the business now being conducted by it.




21


5.10.  **Employee
      Benefit Plans** **.**




(a)  **Schedule 5.10(a)** sets
      forth a complete list of (i) all “employee benefit plans,” as defined in
      Section 3(3) of ERISA, (ii) all other severance pay, salary
      continuation, bonus, incentive, stock option, enhanced redundancy or other
      severance schemes, share incentive schemes, share option schemes, bonus or
      profit sharing schemes, retirement, pension, profit sharing or deferred
      compensation plans, contracts, programs, funds or arrangements of any kind,
      and
      (iii) all other employee benefit plans, contracts, programs, funds or
      arrangements (whether written or oral, qualified or nonqualified, funded or
      unfunded, foreign or domestic, currently effective or terminated) and any trust,
      escrow or similar agreement related thereto, whether or not funded, in respect
      of any present or former employees, directors, officers, shareholders,
      consultants, or independent contractors of the Company that are sponsored or
      maintained by the Company or any member of the Controlled Group or with respect
      to which the Company or any member of the Controlled Group has made or is
      required to make payments, transfers, or contributions (all of the above being
      hereinafter individually or collectively referred to as an “ ***Employee
      Plan*** ”
or
      “ ***Employee
      Plans*** ”,
      respectively). The Company has no liability with respect to any plan,
      arrangement or practice of the type described in the preceding sentence other
      than the Employee Plans.




(b)  True
      and
      complete copies of the following materials have been delivered or made available
      to the Purchaser: (i) all current and prior plan documents for each
      Employee Plan or, in the case of an unwritten Employee Plan, a written
      description thereof, (ii) all determination letters from the IRS with
      respect to any of the Employee Plans, (iii) all current and prior summary
      plan descriptions, summaries of material modifications, annual reports, and
      summary annual reports with respect to the Employee Plans, (iv) all current
      and prior trust agreements, insurance contracts, and other documents relating
      to
      the funding or payment of benefits under any Employee Plan, and (v) any
      other documents, forms or other instruments relating to any Employee Plan
      reasonably requested by the Purchaser.




(c)  Each
      Employee Plan has been maintained, operated, and administered in compliance
      with
      its terms and any related documents or agreements and in compliance with all
      applicable Laws. There have been no prohibited transactions or breaches of
      any
      of the duties imposed on “fiduciaries” (within the meaning of Section 3(21)
      of ERISA) by ERISA with respect to the Employee Plans that could result in
      any
      liability or excise Tax under ERISA or the Code being imposed on the Company.
      All contributions, transfers and payments in respect of any Employee Plan,
      other
      than transfers incident to an incentive stock option plan within the meaning
      of
      Section 422 of the Code, have been or are fully deductible under the Code.
      There is no pending or threatened assessment, Action, complaint, proceeding,
      or
      investigation of any kind before any Governmental Authority with respect to
      any
      Employee Plan (other than routine claims for benefits), nor is there any basis
      for one. The Company has reserved all rights necessary to amend or terminate
      each of the Employee Plans without the consent of any other Person.




22


(d)  Each
      Employee Plan intended to be qualified under Section 401(a) of the Code is
      so qualified and has been determined by the IRS to be so qualified, and each
      trust created under any Employee Plan has been determined by the IRS to be
      exempt from Tax under the provisions of Section 501(a) of the Code, and
      nothing has occurred since the date of any such determination that could
      reasonably be expected to give the IRS grounds to revoke such
      determination.




(e)  Except
      as
      set forth in **Schedule
      5.10(e)** ,
      neither
      the Company nor any member of the Controlled Group currently has and at no
      time
      in the past has had an obligation to contribute to a “defined benefit plan” as
      defined in Section 3(35) of ERISA, a pension plan subject to the funding
      standards of Section 302 of ERISA or Section 412 of the Code, a
“multiemployer plan” as defined in Section 3(37) of ERISA or
      Section 414(f) of the Code or a “multiple employer plan” within the meaning
      of Section 210(a) of ERISA or Section 413(c) of the Code. There are no
      unfunded liabilities with respect to any Employee Plan listed in Schedule
      5.10(e) that are not reflected on the Financial Statements or incurred in the
      Ordinary Course of Business since the date of the most recent Financial
      Statements.




(f)  With
      respect to each group health plan benefiting any current or former employee
      of
      the Company or any member of the Controlled Group that is subject to
      Section 4980B of the Code, the Company and each member of the Controlled
      Group has complied with the continuation coverage requirements of
      Section 4980B of the Code and Part 6 of Subtitle B of
      Title I of ERISA. No Employee Plan is or at any time was funded through a
“welfare benefit fund” as defined in Section 419(e) of the Code, and no
      benefits under any Employee Plan are or at any time have been provided through
      a
      voluntary employees’ beneficiary association (within the meaning of
      subsection 501(c)(9) of the Code) or a supplemental unemployment benefit
      plan (within the meaning of Section 501(c)(17) of the Code).




(g)  All
      (i) insurance premiums required to be paid with respect to,
      (ii) benefits, expenses, and other amounts due and payable under, and
      (iii) contributions, transfers, or payments required to be made to, any
      Employee Plan prior to the Closing Date will have been paid, made or accrued
      on
      or before the Closing Date. With respect to any insurance policy providing
      funding for benefits under any Employee Plan, (A) there is no liability of
      the Company, in the nature of a retroactive rate adjustment, loss sharing
      arrangement, or other actual or contingent liability, nor would there be any
      such liability if such insurance policy was terminated on the Closing Date, and
      (B) no insurance company issuing any such policy is in receivership,
      conservatorship, liquidation or similar proceeding and, to the Company’s
      Knowledge, no such proceedings with respect to any insurer are
      imminent.




(h)  No
      Employee Plan provides benefits, including, without limitation, death or medical
      benefits, beyond termination of service or retirement other than
      (i) coverage mandated by Law, or (ii) death or retirement benefits
      under any Employee Plan that is intended to be qualified under
      Section 401(a) of the Code. No Employee Plan provides benefits to any
      individual who is not a current or former employee of the Company, or the
      dependents or other beneficiaries of any such current or former
      employee.




23


(i)  The
      execution and performance of this Agreement and the Ancillary Agreements will
      not (i) constitute a stated triggering event under any Employee Plan that
      will result in any payment (whether of severance pay or otherwise) becoming
      due
      from the Company to any current or former officer, employee, director or
      consultant (or dependents of such Persons), or (ii) accelerate the time of
      payment or vesting (other than vesting resulting from termination of the
      Company’s retirement plans by the Purchaser after the Closing), or increase the
      amount of compensation due to any current or former officer, employee, director
      or consultant (or dependents of such Persons) of the Company. No amount that
      could be received (whether in cash or property or the vesting of property)
      as a
      result of any of the transactions contemplated by this Agreement by any
      employee, officer or director of the Company or any of its affiliates who is
      a
“disqualified individual” (as such term is defined in Treasury Regulation
      Section 1.280G-1) under any employment, severance or termination agreement,
      other compensation arrangement or Employee Plan currently in effect would be
      characterized as an “excess parachute payment” (as such term is defined in
      Section 280G(b)(1) of the Code).




(j)  All
      Employee Plans subject to Section 409A of the Code comply in both form and
      operation with Section 409A of the Code and the rules and regulations
      thereunder.




(k)  The
      term
“ ***Foreign
      Plan*** ”
shall
      mean any Employee Plan that is maintained outside of the United States. The
      Company does not currently maintain, contribute to or is not otherwise obligated
      under, nor in the past has it maintained, contributed to or was otherwise
      obligated under, any Foreign Plans.




5.11.  **Environmental** **.** Except
      as set forth on **Schedule 5.11** ,
      the
      Company is presently and has been at all times in compliance with all
      Environmental Laws applicable to the Real Property, formerly owned, leased
      or
      operated locations, or its business, and there exists no Environmental
      Conditions that require reporting, investigation, assessment, cleanup,
      remediation or any other type of response action pursuant to any Environmental
      Law or that could be the basis for any liability of any kind pursuant to any
      Environmental Law.




5.12.  **Contracts** **.**  **Schedule 5.12** sets
      forth all of the Contracts, including, without limitation, any contract,
      agreement, lease, instrument, guarantee, bid, order or proposal to which the
      Company is a party or to which any of the assets of the Company are bound,
      (a) governing the borrowing of money or the Guarantee or the repayment of
      Indebtedness of the Company or granting of Liens on any property or asset of
      the
      Company (including any such contract under which the Company has incurred any
      Indebtedness); (b) providing for the employment of any Person;
      (c) containing covenants limiting the freedom of the Company to compete in
      any line of business or with any Person or in any geographic area or market;
      (d) for the use of or restricting the use of the Intellectual Property;
      (e) with any shareholders, directors, officers, employees of the Company or
      its respective Affiliates or Affiliates of any Seller; (f) providing for
      the purchase, maintenance or acquisition, or the sale or furnishing, of
      materials, supplies, merchandise, equipment or services (including, without
      limitation, computer hardware or software or other property or services) in
      excess of $10,000; (g) granting to any Person a first refusal, first offer
      or similar preferential right to purchase or acquire any right, asset or
      property of the Company; (h) pertaining to the lease of equipment or other
      personal property; (i) providing for any offset, countertrade or barter
      arrangement; (j) involving a distributor, sales representative, broker,
      franchise or advertising arrangement; (k) involving a joint venture;
      (l) involving management services, consulting services, support services or
      any other similar services, including, without limitation, service agreements
      under which the Company is required to provide services to insurers, self
      insured employees or any governmental or private health plan, managed care
      plan
      or other similar Person; (m) involving the acquisition of any business
      enterprise whether via stock or asset purchase or otherwise; or (n) any
      other material contract or agreement. The Company has provided to the Purchaser
      true and complete copies of each such Contract, as amended to date. Each
      Contract listed on **Schedule 5.12** (or
      required to be listed on **Schedule 5.12** )
      is a
      valid, binding and enforceable obligation of the Company enforceable in
      accordance with its terms, subject to General Enforceability Exceptions. With
      respect to the Contracts listed on **Schedule 5.12** (or
      required to be listed on **Schedule 5.12** ):
      (a) neither the Company nor any other party thereto is in material default
      under or in violation of any Contract; (b) no event has occurred which,
      with notice or lapse of time or both, would constitute such a default or
      violation; and (c) the Company has not released any of its rights under any
      Contract.




24


5.13.  **Permits** **.**  **Schedule 5.13** sets
      forth a true and complete list and description of all Permits issued to the
      Company and used in the conduct of its business. The Company is in compliance
      with the terms of such Permits, and all such Permits are in full force and
      effect. There is no pending or, to the Company’s Knowledge, threatened
      termination, expiration or revocation of any such Permits. Neither the execution
      of this Agreement or the Ancillary Agreements, nor the performance by the
      Sellers of their respective obligations hereunder or thereunder will invalidate
      or adversely affect any such Permits. Except as set forth on **Schedule 5.13** ,
      there
      are no other Permits that are necessary or required for the conduct of the
      business of the Company.




5.14.  **Intellectual
      Property** **.**




(a)  **Schedule 5.14** sets
      forth, with the application number, application date, registration/issue number,
      registration/issue date, title or mark, country or other jurisdiction and
      owner(s), as applicable, a complete and correct list of all the following
      Intellectual Property: (i) Patents; (ii) registered Trademarks and
      applications therefor; (ii) registered Copyrights and applications
      therefor; and (iv) Internet domain names. Any and all renewal and
      maintenance fees, taxes, annuities or other fees payable in respect of the
      Intellectual Property and due before the Closing have been paid in full through
      the Closing, and except as set forth on **Schedule 5.14** ,
      no such
      fees are due in the two-month period after the Closing. All actions required
      to
      record each owner throughout the entire chain of title of all of the
      Intellectual Property required to have been listed on **Schedule 5.14** with
      each applicable Governmental Authority up through the Closing, have been taken,
      including payment of all costs, fees, taxes and expenses associated with such
      recording activities.




(b)  Except
      as
      set forth on **Schedule 5.14** ,
      (i) the Company owns and possesses all right, title and interest in and to
      the Intellectual Property, free and clear of all Liens; (ii) the Company
      has the sole and exclusive right to use the Intellectual Property for the life
      thereof; (iii) no claim by any Person contesting the validity,
      enforceability or ownership of any of the Intellectual Property has been made,
      is currently outstanding or, to the Company’s Knowledge, is threatened and there
      are no grounds for the same; (iv) no loss or expiration of any part of the
      Intellectual Property is pending or reasonably foreseeable; (v) neither the
      Company nor any Seller has received any notices of, and is not aware of any
      facts that indicate a likelihood of, any infringement or misappropriation by,
      or
      conflict with, any Person with respect to the Intellectual Property; and
      (vi) the Company has not infringed, misappropriated or otherwise conflicted
      with any intellectual property rights or other rights of any Person and neither
      the Company nor any Seller is aware of any infringement, misappropriation or
      conflict that will occur as a result of the continued operation of the business
      of the Company, nor has the Company or any Seller received any demand or request
      that the Company license any rights from any Person.




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(c)  The
      Intellectual Property comprises all of the intellectual property rights used
      in
      or necessary for the operation of the business of the Company as conducted
      or
      proposed to be conducted. The transactions contemplated by this Agreement and
      the Ancillary Agreements will have no adverse effect on the Company’s right,
      title and interest in and to the Intellectual Property. The Company has taken
      all necessary action to maintain and protect the Intellectual Property so as
      to
      not adversely affect the validity or enforceability of the Intellectual
      Property. To the Company’s Knowledge, the owners of any intellectual property
      licensed to the Company have taken all necessary and desirable action to
      maintain and protect that portion of the intellectual property subject to such
      licenses. Except pursuant to a Contract set forth on **Schedule 5.12** ,
      the
      Company has not licensed or otherwise granted any right to any Person under
      any
      Intellectual Property owned by the Company or has otherwise agreed not to assert
      any such Intellectual Property against any Person.




(d)  All
      former and current consultants or contractors to the Company have executed
      and
      delivered valid written instruments that assign to the Company all rights to
      any
      Intellectual Property developed by them in the course of their performing
      services for the Company. All employees of the Company who participated in
      the
      creation or contributed to the conception or development of Intellectual
      Property were employees of the Company at the time of rendering such services
      and such services were within the scope of their employment or such employees
      have otherwise validly assigned such Intellectual Property to the Company.
      No
      director, officer, shareholder, employee, consultant, contractor, agent or
      other
      representative of the Company, owns or claims any rights in (nor has any of
      them
      made application for) any Intellectual Property.




(e)  Except
      as
      set forth on **Schedule 5.14** ,
      all
      Information Systems used by the Company in the conduct of its business are
      owned, controlled and operated by the Company and are not wholly or partly
      dependent upon any Information System of any other Person (other than the
      Internet).




5.15.  **Insurance** **.**  **Schedule 5.15** sets
      forth a true and complete list and brief description (including all applicable
      premiums and deductibles) of all policies of, and binders evidencing, life,
      fire, workmen’s compensation, product liability, general liability and other
      forms of insurance, including title insurance, owned or maintained by the
      Company. Such policies are in full force and effect, and the Company is not
      in
      default under any of them. No notice of cancellation or termination or non
      renewal has been received with respect to any such policy. During the last
      three
      years, the Company has not been refused any insurance with respect to its
      business or its assets, nor has coverage been limited by any insurance carrier
      to which the Company has applied for insurance or with which the Company has
      carried insurance. No event relating to the Company has occurred that could
      reasonably be expected to result in a retroactive upward adjustment in premiums
      under any of the insurance policies set forth on **Schedule 5.15** .
      The
      insurance maintained by the Company is sufficient to comply with all applicable
      Laws and Contracts to which the Company is a party. No insurance carrier
      providing insurance to the Company is in receivership, conservatorship,
      liquidation or similar proceedings, and to the Company’s Knowledge, no such
      proceeding with respect to any such carrier is imminent.




26


5.16.  **Financial
      Statements** **.**




(a)  **Schedule 5.16(a)** sets
      forth true and complete copies of (i) the audited balance sheet of the
      Company as of December 31, 2007, and the related audited statements of income,
      retained earnings and cash flows for the fiscal year then ended, (ii) the
      unaudited balance sheets of the Company as of December 31, 2005 and 2006, and
      the related unaudited statements of income, retained earnings and cash flows
      for
      the fiscal years then ended, and (iii) the unaudited balance sheet of the
      Company as of June 30, 2008, and the related unaudited statements of income,
      retained earnings and cash flows for the 6-month period then ended
      (collectively, the “ ***Financial
      Statements*** ”).




(b)  The
      Financial Statements present fairly, in all material respects, the financial
      position, results of operations, shareholders’ equity and cash flows of the
      Company at the dates and for the time periods indicated and have been prepared
      in accordance with GAAP (except as otherwise stated therein) consistently
      applied throughout the periods indicated and reviewed by the management of
      the
      Company. The Financial Statements were derived from the books and records of
      the
      Company, which are accurate and complete and there are no material inaccuracies
      or discrepancies of any kind contained or reflected therein. The Company’s
      internal controls and procedures are sufficient to ensure that the Financial
      Statements are accurate in all material respects.




5.17.  **Undisclosed
      Liabilities** **.** The
      Company has no liabilities (whether accrued, absolute, contingent, unliquidated
      or otherwise, whether due or to become due, whether known or unknown, regardless
      of when asserted) arising out of transactions or events, or any action or
      inaction, or any state of facts existing, with respect to or based upon
      transactions or events entered into by the Sellers or the Company, except
      (a) liabilities reflected in the Financial Statements; (b) liabilities
      that have arisen after the date of the Financial Statements in the Ordinary
      Course of Business, none of which relates to (i) breach of Contract,
      (ii) breach of warranty, (iii) tort, (iv) infringement,
      (v) violation of Law or (vi) any environmental liability; or
      (c) as otherwise set forth on **Schedule 5.17** .




5.18.  **Accounts
      Receivable** **.** All
      accounts and notes receivable of the Company represent sales actually made
      in
      the Ordinary Course of Business or valid claims as to which full performance
      has
      been rendered by the Company. The reserve on the Financial Statements against
      the accounts receivable for bad debts has been calculated in a manner consistent
      with past practice.




5.19.  **Bank
      Accounts** **.**  **Schedule 5.19** sets
      forth a true and complete list of the name and address of (a) each bank or
      financial institution with which the Company has an account or safe deposit
      box
      and the name of each Person authorized to draw thereon or have access thereto,
      and (b) the name of each Person holding a power of attorney on behalf of
      the Company.




27


5.20.  **Product
      Liability and Warranty** **.**




(a)  Each
      product or service sold or otherwise delivered by the Company has been in
      conformity with all applicable contractual commitments and all express and
      implied warranties, and the Company has no liability (and there is no basis
      for
      any present or future action, suit, proceeding, hearing, investigation, charge,
      complaint, claim or demand against, or recall by, the Company) for replacement
      or repair of any such products or services or other damages in connection
      therewith, subject only to the reserve for product and service warranty claims
      set forth in the Financial Statements. No product manufactured, sold, leased
      or
      delivered, and no service provided, by the Company is subject to any recall
      or
      any guaranty, warranty or other indemnity beyond the applicable standard terms
      and conditions of sale, lease or service. **Schedule 5.20** **** sets
      forth true and complete copies of the standard terms and conditions of sale,
      lease or service of the Company (containing applicable guaranty, warranty and
      indemnity provisions). There have been no recalls of any of the products
      manufactured, sold, distributed, leased, delivered or provided by the Company
      and there exists no basis that could result in any such recalls.




(b)  The
      Company has no liability, and there is no basis for any present or future Action
      against the Company giving rise to any liability, arising out of any injury
      to
      Person or property as a result of the ownership, possession or use of a product
      or service manufactured, sold, distributed, leased, delivered or provided by
      the
      Company.




5.21.  **Indebtedness** **.**  **Schedule 5.21** sets
      forth a true and complete list of the individual components (indicating the
      amount and the Person to whom such Indebtedness is owed) of all the Indebtedness
      outstanding with respect to the Company.




5.22.  **Taxes** **.**




(a)  All
      Returns required to be filed with any Taxing Authority with respect to any
      Pre-Closing Tax Period by or on behalf of the Company have been filed when
      due
      in accordance with all applicable Laws.




(b)  All
      Returns with respect to Pre-Closing Tax Periods (i) correctly and
      completely reflect the facts regarding the income, business, assets, operations,
      activities and status of the Company, (ii) were correct and complete in all
      respects and (iii) have been prepared in accordance with all applicable
      Laws. The Company is not currently a beneficiary of any extension of time within
      which to file any Return.




(c)  All
      Taxes
      owed by the Company (whether or not shown as due and payable on any Return)
      have
      been timely paid or withheld and remitted to the appropriate Taxing
      Authority.




(d)  No
      Return
      of the Company with respect to any Pre-Closing Tax Period has ever been audited
      by any Taxing Authority.




(e)  There
      is
      no Action now pending or, to the Company’s Knowledge, threatened against or with
      respect to the Company in respect of any Tax.




28


(f)  The
      Company has no Tax liabilities (whether due or to become due) with respect
      to
      the income, property and operations of the Company that relate to any
      Pre-Closing Tax Periods or Pre-Closing Straddle Periods, except for Tax
      liabilities reflected in the Financial Statements or that have arisen after
      the
      date of the Financial Statements in the Ordinary Course of Business (including
      payroll Taxes and other similar Taxes), which Tax liabilities shall remain
      the
      sole liability of the Sellers after the Closing.




(g)  Neither
      the Company nor any member of any affiliated, consolidated, combined or unitary
      group of which the Company is or has been a member has granted any extension
      or
      waiver of the statute of limitations period applicable to any Return, which
      period (after giving effect to such extension or waiver) has not yet
      expired.




(h)  There
      are
      no Liens for Taxes upon any of the assets or properties of the Company, except
      for Permitted Exceptions.




(i)  The
      Company has not been a member of an affiliated, consolidated, combined or
      unitary group or participated in any other arrangement whereby any income,
      revenues, receipts, gain or loss was determined or taken into account for Tax
      purposes with reference to or in conjunction with any income, revenues,
      receipts, gain, loss, asset or liability of any other Person other than a group
      of which the Company was the parent. The Company is not liable for the Taxes
      of
      any Person under Treasury Regulation Section 1.1502-6 (or any similar
      provision of state, local or foreign Law) as a transferee or successor, by
      contract or otherwise.




(j)  **Schedule 5.22(j)** contains
      a list of all jurisdictions (whether foreign or domestic) to which any Tax
      imposed on overall net income is properly payable by the Company.




(k)  Neither
      the Company nor any Seller has received notice of any claim by a Taxing
      Authority in a jurisdiction where the Company does not file Returns that the
      Company is or may be subject to taxation by that jurisdiction or Taxing
      Authority.




(l)  The
      Company has withheld and timely paid all Taxes required to have been withheld
      and paid in connection with amounts paid or owing to any employee, independent
      contractor, creditor, shareholder or other third party.




(m)  The
      Company has disclosed on its federal income Tax Returns (to the extent
      applicable) all positions taken in such Returns that could give rise to a
      substantial understatement of federal income Tax within the meaning of
      Section 6662 of the Code.




(n)  The
      Company will not be required to include any item of income in, or exclude any
      item of deduction from, taxable income for any period ending after the Closing
      Date as a result of (i) any change in method of accounting for a
      Pre-Closing Tax Period, (ii) any “closing agreement” as described in Code
      Section 7121 (or any corresponding or similar provision of state, local or
      foreign law) executed on or prior to the Closing Date, (iii) any
      intercompany transactions or any excess loss account described in Treasury
      Regulation Section 1.1502-19 (or any corresponding or similar provision of
      state, local or foreign law), (iv) the installment method of accounting,
      the completed contract method of accounting or the cash method of accounting
      with respect to a transaction that occurred prior to the Closing Date, or
      (v) any prepaid amount received on or prior to the Closing
      Date.




29


(o)  The
      Company is not a party to any Tax allocation or sharing agreement or
      arrangement.




(p)  The
      Company has not been a United States real property holding corporation within
      the meaning of Section 897(c)(2) during the applicable period specified in
      Section 897(c)(1)(A)(ii) of the Code. The Company has not distributed the
      stock of another Person, nor had its stock distributed by another Person, in
      a
      transaction that was purported or intended to be governed in whole or in part
      by
      Section 355 of the Code.




(q)  The
      Company has not participated in a reportable transaction as defined in
      Section 6707A of the Code or Treasury Regulation Section 1.6011-4(b)
      and (c)(3) (or any predecessor provision thereto).




5.23.  **Customers** **.** Except
      as set forth on **Schedule 5.23** ,
      (i) all material customers continue to be customers of the Company and none
      of such material customers has reduced materially its business with the Company
      from the levels achieved during the year ended December 31, 2007, and to
      the Company’s Knowledge, no such reduction will occur; (ii) no material
      customer has terminated its relationship with the Company or has threatened
      to
      do so; (iii) the Company is not involved in any claim, dispute or
      controversy with any material customer; and (iv) the Company is not
      involved in any claim, dispute or controversy with any of its other customers
      that, individually or in the aggregate could reasonably be anticipated to have
      a
      material adverse effect on the condition (financial or otherwise), business,
      results of operations or prospects of the Company.




5.24.  **Disclosure** **.** Neither
      the Company nor any Seller has withheld from the Purchaser any material facts
      relating to the assets, properties, liabilities, business operations, financial
      condition, results of operations or prospects of the Company’s business. Neither
      this Agreement (including the Exhibits and Schedules hereto) or the Ancillary
      Agreements nor any other agreement, document, certificate or written statement
      furnished to the Purchaser by or on behalf of the Company in connection with
      this Agreement, the Ancillary Agreements or the transactions contemplated
      hereunder or thereunder contains any untrue statement of a material fact or
      omits to state a material fact necessary in order to make the statements
      contained herein or therein not misleading. The Company has delivered to the
      Purchaser a true and complete copy of each document disclosed or required to
      be
      disclosed on the Schedules to this Agreement.




5.25.  **Related
      Party Transactions** **.** Except
      as set forth on **Schedule 5.25** ,
      none of
      the Company, the Sellers or any of their respective Affiliates, nor any current
      or former director, officer or employee of the Company, (a) has or during
      the last three fiscal years has had any direct or indirect interest (i) in,
      or is or during the last three fiscal years was, a director, officer or employee
      of, any Person that is a client, customer, supplier, lessor, lessee, debtor,
      creditor or competitor of the Company, or (ii) in any material property,
      asset or right that is owned or used by the Company in the conduct of its
      business, or (b) is, or during the last three fiscal years has been, a
      party to any agreement or transaction with the Company. Except as set forth
      on **Schedule 5.25** ,
      there
      is no outstanding Indebtedness owed to the Company from any current or former
      director, officer, employee or consultant of the Company or any Seller or any
      of
      their respective Affiliates.




30


5.26.  **Brokers** **.** No
      Person has acted directly or indirectly as a broker, finder or financial advisor
      for the Company or any Seller in connection with the negotiations relating
      to
      the transactions contemplated by this Agreement for which the Purchaser or
      the
      Company will become obligated to pay a fee or commission.




**VI.
      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER**




The
      Purchaser hereby represents and warrants to the Sellers as follows:




6.1.  **Existence
      and Good Standing** **.** The
      Purchaser is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Florida.




6.2.  **Power** **.** The
      Purchaser has the corporate power and authority to execute, deliver and perform
      fully its respective obligations under this Agreement and the Ancillary
      Agreements.




6.3.  **Validity
      and Enforceability** **.** The
      Purchaser has the capacity to execute, deliver and perform its obligations
      under
      this Agreement and the Ancillary Agreements. This Agreement and each of the
      Ancillary Agreements to which the Purchaser is a party have been duly executed
      and delivered by the Purchaser and, assuming due authorization, execution and
      delivery by the Sellers or any other party thereto, represent the legal, valid
      and binding obligation of the Purchaser, enforceable against the Purchaser
      in
      accordance with their respective terms, subject to General Enforceability
      Exceptions.




6.4.  **No
      Conflict** **.** Neither
      the execution of this Agreement or the Ancillary Agreements, nor the performance
      by the Purchaser of its obligations hereunder or thereunder will violate or
      conflict with the Purchaser’s Certificate of Incorporation (or equivalent
      document) or Bylaws (or equivalent document) or any Law or Order.




6.5.  **Consents** **.** Except
      as set forth in **Section 9.1(h)** ,
      no
      Consent of any third party or Governmental Authority is required in connection
      with the execution and delivery by the Purchaser of this Agreement or the
      Ancillary Agreements to which the Purchaser is a party or the consummation
      of
      the transactions contemplated hereby or thereby.




6.6.  **Brokers** **.** No
      Person has acted directly or indirectly as a broker, finder or financial advisor
      for the Purchaser in connection with the negotiations relating to the
      transactions contemplated by this Agreement for which the Sellers will become
      obligated to pay a fee or commission.




**VII.
      TAX MATTERS**




7.1.  **Returns** **.** The
      Purchaser shall prepare and timely file, or cause to be prepared and timely
      filed, all Returns of the Company that are due with respect to any Pre-Closing
      Tax Period or Straddle Period. The Sellers shall pay all Taxes owed with respect
      to any Return (in the case of a Return for a Straddle Period, Taxes attributable
      to the Pre-Closing Straddle Period) within 5 days of the Purchaser’s request
      therefor.




31


7.2.  **Apportionment
      of Taxes** **.**




(a)  Liability .
      The
      Sellers will be liable for the payment of all Taxes of the Company that are
      attributable to any Pre-Closing Tax Period or Pre-Closing Straddle Period
      whether or not shown on any Returns.




(b)  Apportionment
      of Tax .
      For
      purposes of this Agreement, the portion of Tax, with respect to the income,
      property or operations of the Company that is attributable to any Tax period
      that begins on or before the Closing Date and ends after the Closing Date (a
      “ ***Straddle
      Period*** ”)
      will
      be apportioned with respect to such Straddle Period based on the period ending
      on the Closing Date (the “ ***Pre-Closing
      Straddle Period*** ”)
      and
      the period that begins on the day after the Closing Date (the “ ***Post-Closing
      Straddle Period*** ”)
      in
      accordance with this **Section 7.2** .




(c)  Pre-Closing
      Straddle Period Calculation .
      The
      portion of Tax attributable to the Pre-Closing Straddle Period will be
      calculated as follows:




(i)  In
      the
      case of any Taxes other than sales or use taxes, value added taxes, employment
      taxes, withholding taxes, and any Tax based on or measured by income, receipts
      or profits earned during a Straddle Period, be deemed to be the amount of such
      Tax for the entire taxable period multiplied by a fraction, the numerator of
      which is the number of days in the Pre-Closing Straddle Period and denominator
      of which is the number of days in the Straddle Period.




(ii)  In
      the
      case of any sales or use taxes, value added taxes, employment taxes, withholding
      taxes, and any Tax based on or measured by income, receipts or profits earned
      during a Straddle Period, be deemed equal to the amount that would be payable
      if
      the Straddle Period ended on and included the Closing Date.




(iii)  To
      the
      extent that any Tax for a Straddle Period is based on the greater of a Tax
      on
      net income, on the one hand, and a Tax measured by net worth or some other
      basis
      not otherwise measured by income, on the other hand, the portion of such Tax
      related to the Pre-Closing Straddle Period will be deemed to be (A) if the
      amount of such Tax for the Straddle Period is measured by net worth or such
      other basis, the amount of such Tax determined as though the taxable values
      for
      the entire Straddle Period equal the respective values as of the end of the
      Closing Date and multiplying the amount of such Tax by a fraction, the numerator
      of which is the number of days during the Straddle Period that are in the
      Pre-Closing Straddle Period, and the denominator of which is the number of
      days
      in the Straddle Period or (B) if the amount of such Tax for the Straddle
      Period is measured by net income, the amount of such Tax determined as though
      the applicable Tax period terminated at the end of the day on the Closing
      Date.




(iv)  In
      the
      case of a Tax that is (A) paid for the privilege of doing business during a
      period (a “ ***Privilege
      Period*** ”)
      and
      (B) computed based on business activity occurring during an accounting
      period ending prior to the Privilege Period, any reference to a “Tax period,” a
“tax period” or a “taxable period” shall mean such accounting period and not the
      Privilege Period.




32


(d)  Post-Closing
      Straddle Period Apportionment .
      The
      portion of Tax attributable to a Post-Closing Straddle Period will be calculated
      in a corresponding manner to the calculation of the portion of Tax attributable
      to a Pre-Closing Straddle Period described in **Section 7.2(c)** .




(e)  Transfer
      Taxes .
      All
      transfer, excise, franchise, property, documentary, sales, use, stamp,
      registration, value added and other such Taxes and fees (including any penalties
      and interest) imposed on the Purchaser or the Company in connection with this
      Agreement and the Ancillary Agreements (“ ***Transfer
      Taxes*** ”)
      will
      be borne and paid by the Sellers when due, and the Sellers, will cause to be
      filed all necessary Returns and other documentation with respect to all such
      Transfer Taxes.




7.3.  **Cooperation;
      Audits** **.** In
      connection with the preparation of Returns, audit examinations, and any
      administrative or judicial proceedings relating to the Tax liabilities imposed
      on the Company for all Pre-Closing Tax Periods, the Purchaser and the Company,
      on the one hand, and the Sellers, on the other hand, shall cooperate fully
      with
      each other, including, without limitation, the furnishing or making available
      during normal business hours of records, personnel (as reasonably required),
      books of account, powers of attorney or other materials necessary or helpful
      for
      the preparation of such Returns, the conduct of audit examinations or the
      defense of claims by Taxing Authorities as to the imposition of Taxes. The
      Sellers shall within 10 days of the Purchaser’s request therefor deliver any
      information required to be reported by the Purchaser or the Company pursuant
      to
      Section 6043A of the Code.




7.4.  **Certain
      Controversies** **.** Notwithstanding **Section 10.2** ,
      the
      Purchaser (or the Company after the date hereof), at its sole expense, will
      have
      the exclusive authority to represent the interests of the Company with respect
      to any Tax Matter that does not relate solely to a Pre-Closing Tax Period before
      the IRS or any other Tax Authority and will have the sole right to extend or
      waive the statute of limitations with respect to such a Tax Matter and to
      control the defense, compromise or other resolution of any such Tax Matter,
      including responding to inquiries, filing Returns and settling audits; provided , however ,
      that
      the Purchaser (or the Company after the date hereof) will not enter into any
      settlement of or otherwise compromise any Tax Matter that adversely affects
      or
      may adversely affect the indemnification obligations of the Sellers hereunder
      without the prior written consent of the Sellers, which consent may not be
      unreasonably withheld or delayed. The Purchaser shall, in good faith, allow
      the
      Sellers to consult with the Purchaser regarding the conduct of or positions
      taken in any such proceeding.




7.5.  **Tax
      Sharing Agreements** **.** All Tax
      sharing agreements or similar agreements with respect to or involving the
      Company will be terminated as of the Closing Date and, after the Closing Date,
      the Company will not be bound thereby or have any liability
      thereunder.




**VIII.
      CERTAIN COVENANTS AND AGREEMENTS**




8.1.  **Pre-Closing
      Covenants** **.**




(a)  Access
      to Information .
      Until
      the Closing, the Sellers shall, and shall cause the Company and its respective
      representatives to, (i) afford the Purchaser and its counsel, accountants,
      lenders and other representatives (collectively, “ ***Purchaser’s
      Advisors*** ”)
      full
      and free access to the Company’s personnel, customers, suppliers, landlords,
      properties, facilities, offices, contracts, books and records, permits and
      other
      documents and data during normal business hours and upon reasonable notice,
      (ii) furnish the Purchaser and Purchaser’s Advisors with copies of all such
      contracts, books and records, permits and other existing documents and data
      as
      the Purchaser may reasonably request and (iii) furnish the Purchaser and
      Purchaser’s Advisors with such additional financial, operating and other data
      and information as the Purchaser may reasonably request. Any such access shall
      be conducted at the Purchaser’s expense, and shall be managed by and conducted
      through the Sellers and subject to such additional limitations the Sellers
      may
      reasonably require to prevent the unreasonable disruption of the Company’s
      business.




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(b)  Conduct
      of Business in Normal Course .
      The
      Sellers covenant and agree to (i) use reasonable best efforts to keep the
      Company’s present business organization intact, (ii) keep available the
      services of the present officers, employees and agents of the Company,
      (iii) preserve present relationships and good will with suppliers,
      customers, landlords, creditors, employees, agents and other Persons having
      business dealings with the Company, (iv) generally operate the business of
      the Company in the Ordinary Course of Business, (v) maintain the Company’s
      books and records in accordance with good business practice and GAAP,
      (vi) maintain all Permits necessary for the conduct of the Company’s
      business and (vii) use reasonable efforts to operate the Company in such a
      manner as to cause the representations and warranties relating to the Company
      set forth in this Agreement to be true and correct in all material respects
      as
      of the Closing. The Sellers covenant and agree that, except as otherwise
      expressly contemplated by this Agreement, required by applicable Law or as
      specifically consented to in writing by the Purchaser, the Sellers shall not
      undertake or permit any action that would (x) require disclosure under **Schedule 5.8** ,
      (y) result in a breach of the representations and warranties contained in **Section 5.8** or
      (z) likely result in a material adverse effect on the Company’s condition
      (financial or otherwise), business, assets, properties, liabilities, results
      of
      operations or prospects.




(c)  Notification
      of Certain Matters .
      The
      Sellers, on the one hand, and the Purchaser, on the other hand, agree to give
      prompt notice to the other of (i) any circumstance that would likely cause
      any of such Party’s representations or warranties contained in this Agreement to
      be untrue or inaccurate, (ii) any failure on such Party’s part to comply
      with or satisfy any covenant or agreement to be complied with or satisfied
      by
      such Party hereunder and (iii) any circumstance that may make the
      satisfaction of the conditions in **Article IX** impossible or unlikely.




(d)  Commercially
      Reasonable Efforts .
      Prior
      to the Closing Date or the earlier termination of this Agreement, (i) the
      Parties agree to use all reasonable efforts to obtain the closing deliverables
      specified in this Agreement necessary to consummate the transactions
      contemplated hereby, and (ii) the Sellers agree, and agree to cause the
      Company to, use all reasonable efforts to obtain any required consent of the
      Purchaser’s lenders to the transactions contemplated by this Agreement and the
      Ancillary Agreements, including, without limitation, by providing the access
      described in **Section 8.1(a)** and
      delivering the items that may be requested pursuant to **Section 3.2(p)** .




34


(e)  Excluded
      Assets .
      Effective as of or prior to the Closing, the Company shall, and the Sellers
      shall cause the Company to, distribute to the Sellers (or any of them) pursuant
      to documentation reasonably acceptable to the Purchaser all of the assets listed
      on **Schedule 8.1(e)** of the
      Company (the “ ***Excluded
      Assets*** ”). **Schedule 8.1(e)** sets
      forth a true and complete list of all Excluded Assets, including the true and
      correct book value of each Excluded Asset.




8.2.  **Post-Closing
      Covenants** **.**




(a)  Purchaser
      Shares .
      No
      Seller will transfer any Purchaser Shares in the absence of a Conversion
      Transaction or an effective registration statement unless such Seller has
      furnished the Purchaser with an opinion of counsel, reasonably satisfactory
      to
      the Purchaser, that such disposition does not require registration of such
      Purchaser Shares under the Securities Act, or the Purchaser determines that
      such
      opinion of counsel is unnecessary. The Purchaser will not require opinions
      of
      counsel for transfers of Purchaser Shares made pursuant to Rule 144 under
      the Securities Act if the Purchaser is provided with any certificates or other
      evidence of compliance with Rule 144 under Securities Act reasonably
      required by it in connection with such transfer (including a copy of the
      relevant Form 144).




(b)  Retained
      Accounts Receivable .
      If the
      Purchaser or the Company receives any payment on account of or relating to
      any
      Retained Accounts Receivable, such payment shall be the property of, and shall
      be immediately forwarded and remitted to the Sellers. The Purchaser and the
      Company shall promptly endorse and deliver to the Sellers any cash, checks
      or
      other documents received by the Purchaser or the Company on account of any
      such
      Retained Accounts Receivable. The Purchaser and the Company shall advise the
      Sellers (promptly following the Purchaser or the Company becoming aware thereof)
      of any counterclaims or set-offs that may arise subsequent to the Closing Date
      with respect to any Retained Accounts Receivable.




(c)  Bonus
      Pool .
      For all
      Measurement Periods containing Excess EBITDA, the Company shall pay to its
      employees an aggregate amount equal to 10% of Excess EBITDA (each, a
“ ***Bonus
      Payment*** ”)
      to be
      allocated among the Company’s employees (or any of them) as determined by the
      Sellers in their reasonable discretion. Each Bonus Payment, if any, shall be
      paid by the Company to such employees within 60 days of determination of the
      amount of Excess EBITDA.




(d)  Closing
      Date Balance Sheet .
      Within
      15 days after the Closing Date, the Sellers shall prepare (or cause to be
      prepared) and deliver to the Purchaser an unaudited balance sheet of the Company
      as of the Closing Date (the “ ***Closing
      Date Balance Sheet*** ”),
      including a trial balance with respect thereto, prepared in accordance with
      GAAP. The Sellers agree that the Closing Date Balance Sheet will present fairly,
      in all material respects, the financial position of the Company as of the
      Closing Date. Thereafter, upon the Purchaser’s request, the Sellers will provide
      the Purchaser with true and complete copies of any work papers or other
      supporting documentation used in connection with preparing the Closing Date
      Balance Sheet.




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**IX.
      CONDITIONS TO CLOSING**




9.1.  **Conditions
      Precedent to the Purchaser’s Obligations** **.** The
      obligations of the Purchaser to consummate the transactions contemplated by
      this
      Agreement are expressly subject to the fulfillment or express written waiver
      of
      the following conditions on or prior to the Closing Date:




(a)  Representations
      and Warranties True .
      Each of
      the representations and warranties of the Sellers contained in this Agreement
      that are not expressly limited or qualified as to the Company’s Knowledge or
      materiality shall be true and correct in all material respects as if made at
      and
      as of the Closing Date, and each of the representations and warranties of the
      Sellers contained in this Agreement that are expressly limited or qualified
      as
      to the Company’s Knowledge or materiality shall be true and correct in all
      respects as if made at and as of the Closing Date (except, in both instances,
      (i) as a result of any event, circumstance or transaction contemplated by
      this Agreement or otherwise approved in writing by the Purchaser, and
      (ii) for any representation or warranty that expressly relates to an
      earlier date, in which case such representation and warranty shall be true
      and
      correct in all respects as if made as of such date).




(b)  Covenants
      Performed .
      The
      Sellers and/or the Company shall have performed in all material respects, on
      or
      before the Closing Date, all obligations contained in this Agreement which
      by
      the terms hereof are required to be performed by the Sellers and/or the Company
      on or before the Closing Date.




(c)  Compliance
      Certificate .
      The
      Purchaser shall have received a certificate signed by the Sellers certifying
      as
      to the matters set forth in **Sections 9.1(a)** and **(b)** .




(d)  No
      Injunction, etc .
      There
      will not be any Law or Order of any Governmental Authority prohibiting, delaying
      or invalidating the transactions contemplated by this Agreement, or any pending
      or threatened Action by an unrelated third party to such effect or seeking
      damages from the Purchaser or the Company if the transactions contemplated
      by
      this Agreement are completed.




(e)  The
      Sellers’ Closing Deliverables .
      The
      Sellers shall have delivered or caused to be delivered to the Purchaser the
      items listed in **Section 3.2** .




(f)  Material
      Adverse Effect .
      Since
      December 31, 2007, there shall have been no change, event or condition of any
      character (whether or not covered by insurance) that, in the aggregate, has
      had,
      or would reasonably be expected to have, a material adverse effect on the
      condition (financial or otherwise), business, assets, properties, liabilities,
      results of operations or prospects of the Company, and the Purchaser will have
      received a certificate attesting thereto duly executed by the
      Sellers.




(g)  Due
      Diligence Investigation .
      The
      Purchaser shall be satisfied in its sole discretion with its due diligence
      investigation of the Company.




(h)  Lender
      Consent .
      The
      Purchaser’s lenders shall have granted any required consents to the transactions
      contemplated by this Agreement and the Ancillary Agreements, without any adverse
      conditions or stipulations on the Purchaser or any of its Affiliates, as
      determined by the Purchaser in its sole discretion.




36


9.2.  **Conditions
      Precedent to the Sellers’ Obligations** .
      The
      obligations of the Sellers to sell the Shares are subject to the fulfillment
      or
      express written waiver of the following conditions on or prior to the Closing
      Date:




(a)  Representations
      and Warranties True .
      Each of
      the representations and warranties of the Purchaser contained in this Agreement
      that are not expressly limited or qualified as to materiality shall be true
      and
      correct in all material respects as if made at and as of the Closing Date,
      and
      each of the representations and warranties of the Purchaser contained in this
      Agreement that are expressly limited or qualified as to materiality shall be
      true and correct in all respects as if made at and as of the Closing Date
      (except, in both instances, (i) as a result of any event, circumstance or
      transaction contemplated by this Agreement or otherwise approved in writing
      by
      the Sellers, and (ii) for any representation or warranty that expressly
      relates to an earlier date, in which case such representation and warranty
      shall
      be true and correct in all respects as if made as of such date).




(b)  Covenants
      Performed .
      The
      Purchaser shall have performed in all material respects, on or before the
      Closing Date, all obligations contained in this Agreement which by the terms
      hereof are required to be performed by the Purchaser on or before the Closing
      Date.




(c)  Compliance
      Certificate .
      The
      Sellers shall have received a certificate signed by an authorized officer of
      the
      Purchaser certifying as to the matters set forth in **Sections 9.2(a)** and **(b)** .




(d)  No
      Injunction, etc .
      There
      will not be any Law or Order of any Governmental Authority prohibiting, delaying
      or invalidating the transactions contemplated by this Agreement, or any pending
      or threatened Action by an unrelated third party to such effect or seeking
      damages from the Sellers if the transactions contemplated by this Agreement
      are
      completed.




(e)  Purchaser
      Closing Deliverables .
      The
      Purchaser shall have delivered or caused to be delivered to the Sellers the
      items listed in **Section 3.3** .




**X.
      REMEDIES**




10.1.  **General
      Indemnification Obligation** **.**




(a)  Sellers’
      Indemnification Obligations .
      The
      Sellers jointly and severally shall indemnify and hold harmless the Purchaser,
      the Company and their respective officers, directors, employees, agents and
      Affiliates (each a “ ***Purchaser
      Indemnified Party*** ”)
      from
      and against any and all Losses incurred or suffered by any Purchaser Indemnified
      Party based upon, arising out of, or otherwise in respect of:




(i)  any
      inaccuracies in or any breach of any representation or warranty of the Sellers
      contained in this Agreement or any Ancillary Agreement, in each case, determined
      without regard to any qualification with respect to materiality, material
      adverse effect or other similar qualification;




37


(ii)  any
      breach of any covenant or agreement of any Seller contained in this Agreement
      or
      any Ancillary Agreement;




(iii)  claims
      arising in whole or in part out of the operation of the Company prior to the
      Closing;




(iv)  any
      Indebtedness of the Company, Selling Expenses, or Bonus Amounts not fully paid
      or taken as a reduction to the Purchase Price at the Closing; or




(v)  (A) any
      Taxes of the Company attributable to any Pre-Closing Tax Period or Pre-Closing
      Straddle Period; (B) all Taxes of any member of an affiliated, combined or
      unitary group of which the Company is or was a member on or prior to the Closing
      Date, including pursuant to Treasury Regulation Section 1.1502-6 or any
      analogous or similar state, local or foreign Law; and (C) any and all Taxes
      of any Person (other than the Company) imposed on the Company as a transferee
      or
      successor, by contract or pursuant to any Law, which Taxes relate to an event
      or
      transaction occurring on or before the Closing.




(b)  Purchaser’s
      Indemnification Obligations .
      The
      Purchaser shall indemnify and hold harmless the Sellers from and against any
      and
      all Losses incurred or suffered by any Seller based upon, arising out of, or
      otherwise in respect of (i) any inaccuracies in or any breach of any
      representation or warranty of the Purchaser contained in this Agreement or
      any
      Ancillary Agreement, or (ii) any breach of any covenant or agreement of the
      Purchaser contained in this Agreement or any Ancillary Agreement.




10.2.  **Notice
      and Third Party Liability** **.**




(a)  Notice
      of Asserted Liability .
      As soon
      as is reasonably practicable after any Seller, on the one hand, or the
      Purchaser, on the other hand, becomes aware of any claim that such Party (or,
      with respect to the Purchaser, any Purchaser Indemnified Party) has under **Section 10.1** that may
      result in a Loss for which such Party (or, with respect to the Purchaser, any
      Purchaser Indemnified Party) is entitled to indemnification hereunder (a
“ ***Liability
      Claim*** ”),
      such
      Party (the “ ***Indemnified
      Party*** ”)
      shall
      give notice of such Liability Claim (a “ ***Claims
      Notice*** ”)
      to the
      other Party (the “ ***Indemnifying
      Party*** ”).
      A
      Claims Notice must describe the Liability Claim in reasonable detail and must
      indicate the amount (estimated, if necessary and to the extent feasible) of
      the
      Loss that has been or may be suffered by the Indemnified Party. No delay in
      or
      failure to give a Claims Notice by the Indemnified Party to the Indemnifying
      Party pursuant to this **Section 10.2(a)** will
      adversely affect any of the other rights or remedies that the Indemnified Party
      has under this Agreement or alter or relieve the Indemnifying Party of its
      obligation to indemnify the Indemnified Party except to the extent that such
      delay or failure has prejudiced the Indemnifying Party.




38


(b)  Third
      Party Claims .
      If any
      Claims Notice identifies a Liability Claim brought by a third party (a
“ ***Third
      Party Claim*** ”
and
      together with the Liability Claims, the “ ***Claims*** ”),
      then
      the Indemnifying Party has the right, exercisable by written notice to the
      Indemnified Party within 10 days after receipt of such Claims Notice, to assume
      and conduct the defense of such Third Party Claim in accordance with the limits
      set forth in this Agreement with counsel selected by the Indemnifying Party
      and
      reasonably acceptable to the Indemnified Party; provided , however ,
      that
      (i) the defense of such Third Party Claim by the Indemnifying Party will
      not, in the reasonable judgment of the Indemnified Party, have a material
      adverse effect on the Indemnified Party; (ii) the Indemnifying Party has
      sufficient financial resources, in the reasonable judgment of the Indemnified
      Party, to satisfy the amount of any adverse monetary judgment that is reasonably
      likely to result; (iii) the Third Party Claim solely seeks (and continues
      to seek) monetary damages; and (iv) the Indemnifying Party expressly agrees
      in writing that as between the Indemnifying Party and the Indemnified Party,
      the
      Indemnifying Party may only satisfy and discharge the Third Party Claim in
      accordance with the limits set forth in this Agreement (the conditions set
      forth
      in clauses (i) through (iv) are, collectively, the “ ***Litigation
      Conditions*** ”).
      If
      the Indemnifying Party does not assume the defense of a Third Party Claim in
      accordance with this **Section 10.2(b)** ,
      the
      Indemnified Party may continue to defend the Third Party Claim. Notwithstanding
      the foregoing, if (i) any of the Litigation Conditions cease to be met or
      (ii) the Indemnifying Party fails to take reasonable steps necessary to
      defend diligently such Third Party Claim, the Indemnified Party may assume
      its
      own defense, and the Indemnifying Party will be liable for all reasonable costs
      or expenses paid or incurred in connection with such defense. The Indemnifying
      Party or the Indemnified Party, as the case may be, has the right to participate
      in (but not control), at its own expense, the defense of any Third Party Claim
      which the other is defending as provided in this Agreement. The Indemnifying
      Party, if it has assumed the defense of any Third Party Claim as provided in
      this Agreement, may not, without the prior written consent of the Indemnified
      Party, consent to a settlement of, or the entry of any judgment arising from,
      any such Third Party Claim that (i) does not include as an unconditional
      term thereof the giving by the claimant or the plaintiff to the Indemnified
      Party a complete release from all liability in respect of such Third Party
      Claim, (ii) grants any injunctive or equitable relief or (iii) may
      reasonably be expected to have a material adverse effect on the Indemnified
      Party. The Indemnified Party has the right to settle any Third Party Claim,
      the
      defense of which has not been assumed by the Indemnifying Party.




10.3.  **Survivability;
      Limitations** **.**




(a)  The
      representations and warranties of the Sellers and the Purchaser contained in
      this Agreement or in any Ancillary Agreement will survive for a period of
      24 months following the Closing (the “ ***Expiration
      Date*** ”); provided , however ,
      that:




(i)  the
      Expiration Date for any Claims relating to a breach of or inaccuracy in the
      representations and warranties set forth in **Sections 5.6
      (Compliance with Laws)** , **5.10 (Employee
      Benefit Plans)** and **5.11 (Environmental)** will be
      the longer of the 5-year anniversary of the Closing or the expiration of the
      applicable statute of limitations as extended;




(ii)  the
      Expiration Date for any Claims relating to a breach of or inaccuracy in the
      representations and warranties set forth in **Section
      5.22 (Taxes)** will be
      the expiration of the applicable statute of limitations as
      extended;




(iii)  there
      will be no Expiration Date for any Claims relating to a breach of or inaccuracy
      in the representations and warranties set forth in **Sections
      4.1 (Authority, Validity and Effect)** , **4.2 (Title
      to Shares)** , **4.3 (No
      Conflict)** , **4.4 (Consents)** , **4.6 (Brokers)** , **4.7 (Purchaser
      Shares Legend)** , **4.8 (Rule 144)** , **4.9 (Investment
      Representations)** , **5.1 (Existence
      and Good Standing)** , **5.2 (Power)** , **5.3 (Capitalization
      of the Company)** ,
      the
      first sentence of **5.4(a) (Title)** , **5.14(b)(i) (Intellectual
      Property)** , **5.17 (Undisclosed
      Liabilities)** , **5.21 (Indebtedness)** , **5.25 (Related
      Party Transactions)** and **5.26 (Brokers)** ;
      and




39


(iv)  any
      Claims pending on any Expiration Date for which notice has been given in
      accordance with **Section 10.2** on or
      before such Expiration Date may continue to be asserted and indemnified against
      until finally resolved.




(b)  Notwithstanding
      anything to the contrary contained in this **Article X** :




(i)  the
      Sellers will not have any liability as a result of any breach of or inaccuracy
      in any of the representations and warranties contained in this Agreement (other
      than the Special Representations), until the aggregate amount of all such Losses
      sustained by the Purchaser Indemnified Parties exceeds $20,000, in which case
      the Sellers will be jointly and severally liable for all such Losses exceeding
      such amount; and




(ii)  the
      Purchaser will not have any liability as a result of any breach of or inaccuracy
      in any of the representations and warranties contained in this Agreement until
      the aggregate amount of all such Losses sustained by the Sellers exceeds
      $20,000, in which case the Purchaser will be liable for all such Losses
      exceeding such amount.




(c)  Notwithstanding
      anything to the contrary in this Agreement,




(i)  any
      indemnification obligations of the Sellers shall first be drawn from the
      Holdback Amount, and thereafter, the Sellers will be jointly and severally
      liable for all indemnification obligations pursuant to this Agreement; provided  that ,
      if
      (A) the Holdback Amount is insufficient to satisfy any Claim(s) or has
      otherwise been disbursed to the Sellers, and (B) either Note matures by its
      terms not later than thirty (30) days after the date that any Purchaser
      Indemnified Party first asserts a Claim, then the indemnification obligations
      of
      the Sellers with respect to such Claim(s) shall be satisfied by offset against
      such Note in accordance with **Section 10.6** and,
      only if such offset results in a deficiency with respect to such Claim(s),
      will
      the Sellers be obligated to satisfy the balance of the indemnification
      obligation by making out-of-pocket payments; and




(ii)  with
      respect to Losses based solely upon any shortfall in the Company’s Adjusted
      EBITDA below $715,104 as of the Closing Date (except to the extent based on
      fraud), the Purchaser shall not be entitled to reduce the principal amount
      of
      the Notes with respect to such Losses to the extent the Purchaser has already
      recovered from the Sellers any and all such Losses, including for any diminution
      in value of the Company as more specifically described in the definition of
      “Losses” herein.




10.4.  **Specific
      Performance** **.** Each
      Party’s obligation under this Agreement is unique. If any Party should breach
      its covenants under this Agreement, each of the Parties acknowledge that it
      would be extremely impracticable to measure the resulting damages; accordingly,
      the non-breaching Party or Parties, in addition to any other available rights
      or
      remedies, may sue in equity for specific performance, and each Party expressly
      waives the defense that a remedy in damages will be adequate.




40


10.5.  **Adjustment
      to the Purchase Price** **.** Any
      indemnification payments made pursuant to this **Article 10** shall be
      treated as an adjustment to the Purchase Price, unless otherwise required by
      Law.




10.6.  **Set-Off** **.** If the
      Sellers are obligated to indemnify any Purchaser Indemnified Party, the
      Purchaser shall be entitled, in addition to any other right or remedy such
      Purchaser Indemnified Party may have, but subject to the limitations set forth
      in **Section 10.3** ,
      to
      exercise rights of set-off against any amounts due and payable by the Purchaser
      to the Sellers arising under this Agreement or any Ancillary Agreement or that
      may thereafter be due and payable to the Sellers under this Agreement or any
      Ancillary Agreement.




10.7.  **Exclusive
      Remedy** .
      Except
      as may be required to enforce post-Closing covenants contained in this
      Agreement, after the Closing Date the indemnification rights in this **Article X** are and
      shall be the sole and exclusive remedies of the Parties with respect to this
      Agreement and the transactions contemplated hereby; provided , however ,
      that
      this sentence shall not be deemed a waiver by any Party of its right to seek
      specific performance or injunctive relief in the case of another Party’s failure
      to comply with the post-Closing covenants made by such other Party; and provided , further ,
      that
      this sentence shall not be deemed a waiver by any Party of its right to pursue
      claims for fraud, intentional or knowing misrepresentation, or active
      concealment, all of which shall be claims that are outside the terms and
      conditions of this Agreement.




**XI.
      MISCELLANEOUS**




11.1.  **Competitive
      Activity; Non-Solicitation; Confidentiality** **.**




(a)  Non-Competition .
      As
      additional consideration for the Purchase Price, each Seller agrees that, during
      the Non-Compete Period, he or she shall not, directly or indirectly,
      (i) enter into, engage in, consult, manage or otherwise participate in the
      operation of any business which competes with the business of the Company within
      the Restricted Territory; (ii) solicit customers, business, patronage or
      orders for, or sell, any products and services in competition with, or for
      any
      business that competes with, the business of the Company within the Restricted
      Territory; (iii) divert, entice or otherwise take away any existing or
      potential customers, business, patronage or orders of the Company within or
      outside the Restricted Territory, or attempt to do so; or (iv) promote or
      assist, financially or otherwise, any Person engaged in any business that
      competes with the business of the Company within the Restricted Territory.
      Nothing contained in this **Section 11.1** shall
      prohibit the Sellers from acquiring or holding at any one time a passive
      investment of less than 2 percent of the outstanding shares of capital stock
      of
      any publicly traded corporation that may compete with the Company within the
      Restricted Territory. For the purposes of this **Section 11.1** ,
      the
      Company shall also include any and all direct and indirect subsidiary, parent,
      affiliated, or related companies of the Company. For the avoidance of doubt,
      the
      practice of law by R. Shaw shall not be deemed to be competitive with the
      business of the Company.




41


(b)  Non-Solicitation .
      During
      the Non-Compete Period, each Seller agrees that he or she shall not directly
      or
      indirectly at any time solicit or induce or attempt to solicit or induce any
      employee(s), sales representative(s), agent(s) or consultant(s) of the Company
      and/or of its parent, or its other subsidiary, affiliated or related companies
      to terminate their employment, representation or other association with the
      Company and/or its parent or its other subsidiary, affiliated or related
      companies, without obtaining written consent of the Company prior to such
      solicitation or inducement.




(c)  Non-Disclosure .




(i)  Each
      Seller will keep in strict confidence, and will not, directly or indirectly,
      at
      any time, disclose, furnish, disseminate, make available or, except in the
      course of performing the Sellers’ respective duties as employees of the Company,
      use any trade secrets or confidential business and technical information of
      the
      Company, any of its subsidiary, affiliated or related companies, or any of
      its
      customers or vendors, without limitation as to when or how the Sellers may
      have
      acquired such information. Such confidential information shall include, without
      limitation, the Company’s unique selling and servicing methods and business
      techniques, training, service and business manuals, promotional materials,
      training courses and other training and instructional materials, vendor and
      product information, customer and prospective customer lists, other customer
      and
      prospective customer information and other business information. The Sellers
      specifically acknowledge that all such confidential information, whether reduced
      to writing, maintained on any form of electronic media, or maintained in the
      mind or memory of either Seller whether compiled by the Company and/or the
      Sellers, derives independent economic value from not being readily known to
      or
      ascertainable by proper means by others who can obtain economic value from
      its
      disclosure or use, that reasonable efforts have been made by the Company to
      maintain the secrecy of such information, that such information is the sole
      property of the Company and that any retention and use of such information
      by
      either Seller (except in the course of performing their respective duties and
      obligations to the Company) shall constitute a misappropriation of the Company’s
      trade secrets.




(ii)  Each
      Seller agrees that at any time upon the request of the Company, such Seller
      shall return to the Company, in good condition, all property of the Company,
      including, without limitation, the originals and all copies of any materials
      that contain, reflect, summarize, describe, analyze or refer or relate to any
      items of information listed in **Section 11.1(c)(i)** .
      If such
      items are not so returned, then the Company will have the right to charge such
      Seller for all reasonable damages, costs, attorneys’ fees and other expenses
      incurred in searching for, taking, removing and/or recovering such
      property.




(d)  Acknowledgment
      and Relief .
      The
      Sellers acknowledge that (i) their obligations under this **Section 11.1** are
      reasonable in the context of the nature of the business of the Company and
      the
      competitive injuries likely to be sustained by the Company if the Sellers were
      to violate such obligations, (ii) the covenants in this **Section 11.1** are
      adequately supported by consideration from the Purchaser for the benefit of
      the
      Company after the Closing Date, and (iii) the foregoing makes it necessary
      for the protection of the business of the Company that the Sellers not compete
      with the Company for the reasonable period contained herein. Accordingly, the
      Sellers acknowledge and agree that the remedy at law available to the Company
      for breach of any of the Sellers’ obligations under this **Section 11.1** would be
      inadequate; therefore, in addition to any other rights or remedies that the
      Company may have at law or in equity, temporary and permanent injunctive relief
      may be granted in any proceeding which may be brought to enforce any provision
      contained in this **Section 11.1** ,
      without
      the necessity of proof of actual damage. If it shall be judicially determined
      that any Seller has violated this **Section 11.1** ,
      then
      the period applicable to each obligation that such Seller has been determined
      to
      have violated will automatically be extended by a period of time equal in length
      to the period during which such violation(s) occurred.




42


(e)  Employment
      Agreement .
      The
      obligations and restrictions set forth in this **Section 11.1** are in
      addition to the provisions of any employment or other agreement between the
      Company and the applicable Seller that may be entered into from time to time
      and
      addresses the same or similar subject matter covered by this **Section 11.1** **** (including,
      without limitation, the Employment Agreements).




11.2.  **Further
      Assurances** **.** From and
      after the Closing Date, at the request of the Purchaser, the Sellers shall
      execute and deliver or cause to be executed and delivered to the Purchaser
      or
      the Company, such instruments and other documents as the Purchaser or the
      Company may reasonably request in order to implement the transactions
      contemplated by this Agreement and the Ancillary Agreements.




11.3.  **Press
      Release and Announcements** **.** No
      Seller may issue any press release or other public announcement relating to
      the
      existence or subject matter of this Agreement or any Ancillary Agreement or
      the
      transactions contemplated hereby or thereby without the prior approval of the
      Purchaser; provided , however ,
      nothing
      in this **Section 11.3** **** will
      preclude any Seller from making any disclosures necessary and proper in
      conjunction with the filing of any Tax Return or other document required to
      be
      filed in connection with making or obtaining (as the case may) consents from
      any
      Governmental Authority.




11.4.  **Termination** **.**




(a)  Right
      to Terminate .
      Notwithstanding anything contained in this Agreement to the contrary, this
      Agreement may be terminated at any time prior to the Closing:




(i)  by
      mutual
      written consent of the Purchaser, on the one hand, and the Sellers, on the
      other
      hand;




(ii)  by
      the
      Purchaser, if the Sellers shall have breached or failed to perform in any
      material respect any of their covenants or agreements under this Agreement
      required to be performed before the Closing Date, or if any of the
      representations and warranties of the Sellers set forth in this Agreement shall
      not be true in any material respect;




(iii)  by
      the
      Sellers, if the Purchaser shall have breached or failed to perform in any
      material respect any of its covenants or agreements under this Agreement
      required to be performed before the Closing Date, or if any of the
      representations and warranties of the Purchaser set forth in this Agreement
      shall not be true in any material respect;




43


(iv)  by
      either
      the Purchaser or the Sellers if the Closing has not occurred by October 17,
      2008
      other than as a result of any breach of the party attempting such termination,
      or such other date, if any, as the Purchaser and the Sellers may agree in
      writing;




(v)  by
      either
      the Purchaser or the Sellers if any Governmental Authority has issued an Order
      permanently restraining, enjoining or otherwise prohibiting the transactions
      contemplated by this Agreement; or




(vi)  by
      the
      Purchaser if it is not satisfied in its sole discretion with the results of
      its
      due diligence investigation or if it is unable to obtain the consent of its
      lenders to the transactions contemplated by this Agreement and the Ancillary
      Agreements.




(b)  Effect
      of Termination .
      Each
      Party’s right of termination under **Section 11.4(a)** is in
      addition to any other rights it may have under this Agreement or otherwise
      and
      the exercise of a right of termination will not be an election of remedies.
      If
      this Agreement is terminated pursuant to **Section 11.4(a)** ,
      written
      notice thereof must be given by the terminating Party to all other Parties
      specifying the provision of **Section 11.4(a)** pursuant
      to which such termination is made, and this Agreement will terminate and become
      void and of no further force and effect and there will be no further liability
      or obligation on the part of any Party, except that the provisions of this **Section 11.4** ,
      and **Sections 11.5** through **11.11** shall
      survive any termination of this Agreement. Nothing in this **Section 11.4(b)** shall
      relieve any Party of liability for any breach of this Agreement.




11.5.  **Expenses** **.** Except
      as otherwise provided in this Agreement, each of the Parties shall bear their
      respective expenses incurred or to be incurred in connection with the execution
      and delivery of this Agreement and the Ancillary Agreements and the consummation
      of the transactions contemplated hereby and thereby.




11.6.  **No
      Assignment** **.** The
      rights and obligations of the Sellers under this Agreement may not be assigned
      without the prior written consent of the Purchaser. The Purchaser may, without
      the consent of the Sellers, assign its rights and obligations under this
      Agreement.




11.7.  **Headings** **.** The
      headings contained in this Agreement are included for purposes of convenience
      only, and do not affect the meaning or interpretation of this
      Agreement.




11.8.  **Integration,
      Modification and Waiver** **.** This
      Agreement, together with the Exhibits, Schedules and certificates or other
      instruments delivered under this Agreement, constitutes the entire agreement
      between the Parties with respect to the subject matter hereof and supersedes
      all
      prior understandings of the Parties. No supplement, modification or amendment
      of
      this Agreement will be binding unless executed in writing by the Purchaser.
      No
      waiver of any of the provisions of this Agreement will be deemed to be or will
      constitute a continuing waiver. No waiver will be binding unless executed in
      writing by the Party making the waiver.




11.9.  **Construction** **.** The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the Parties
      and no presumption or burden of proof shall arise favoring or disfavoring any
      Party by virtue of the authorship of any of the provisions of this Agreement.
      Any reference to any federal, state, local or foreign statute or law will be
      deemed also to refer to all rules and regulations promulgated thereunder, unless
      the context requires otherwise. The word “including” shall mean including
      without limitation. Any reference to the singular in this Agreement shall also
      include the plural and vice versa.




44


11.10.  **Severability** **.** If any
      provision of this Agreement or the application of any provision of this
      Agreement to any Party or circumstance is, to any extent, adjudged invalid
      or
      unenforceable, the application of the remainder of such provision to such Party
      or circumstance, the application of such provision to other Parties or
      circumstances, and the application of the remainder of this Agreement will
      not
      be affected thereby.




11.11.  **Notices** **.** All
      notices and other communications required or permitted under this Agreement
      must
      be in writing and will be deemed to have been duly given (a) when delivered
      in person, (b) when dispatched by electronic facsimile transfer (if
      confirmed in writing by mail simultaneously dispatched), (c) one business
      day after having been dispatched by a nationally recognized overnight courier
      service or (d) five (5) business days after being sent by registered or
      certified mail, return receipt requested, postage prepaid, to the appropriate
      Party at the address or facsimile number specified below:




If
      to the
      Sellers:




REPTECH
      Corp.


6400
      South Fiddler’s Green Circle, Suite 500


Greenwood
      Village, Colorado 80111


Attention:
      Ralph W. Shaw


Facsimile
      No.: (720) 489-8444





with
      a
      copy to:





McGloin,
      Davenport, Severson and Snow, P.C.


1600
      Stout Street, Suite 1600


Denver,
      Colorado 80202


Attention:
      Robert M. Severson, Esq.


Facsimile
      No.: (303) 571-1600








If
      to the
      Purchaser:




National
      Investment Managers Inc.


485
      Metro
      Place South, Suite 275


Dublin,
      Ohio 43017


Attention:
      John M. Davis


Facsimile
      No.: (614) 923-5242





45




with
      a
      copy to:





Jones
      Day


325
      John
      H. McConnell Blvd., Suite 600


Columbus,
      Ohio 43215


Attention:
      Jeffrey D. Litle, Esq.


Facsimile
      No.: (614) 461-4198








11.12.  **Governing
      Law** **.** This
      Agreement will be governed by and construed and enforced in accordance with
      the
      laws of the State of Ohio without regard to principles of conflicts of
      law.




11.13.  **Counterparts** .
      This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original, but all of which together will constitute one and the same
      instrument. Delivery of an executed signature page to this Agreement by
      facsimile or electronic transmission will be effective as delivery of a manually
      executed counterpart to this Agreement.




[Remainder
      of Page Intentionally Blank - Signature Page Follows]




46


IN
      WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
      year
      first above written.




**NATIONAL
                INVESTMENT MANAGERS INC.**By:Name:Title:





**PENSION
                  TECHNICAL SERVICES, INC.**By:Name:Title:


Ralph
                W. Shaw, individually







Eileen
                A. Baldwin-Shaw, individually










**EXHIBIT
      A**




**Form
      of Notes**



















[attached]












**EXHIBIT
      B**




**Form
      of E. Shaw Employment Agreement**



















[attached]

















**EXHIBIT
      C**




**Form
      of R. Shaw Employment Agreement**



















[attached]












**EXHIBIT
      D**




**Form
      of Release**



















[attached]