AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                        ARPEGGIO ACQUISITION CORPORATION,

                            HILL INTERNATIONAL, INC.

                                       AND

                               THE STOCKHOLDERS OF
                            HILL INTERNATIONAL, INC.

                          DATED AS OF DECEMBER 5, 2005



                          AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December
5, 2005, by and among Arpeggio Acquisition Corporation, a Delaware corporation
("Parent"), Hill International, Inc., a Delaware corporation ("Company"), and
each of the persons listed under the caption "Stockholders" on the signature
page hereof, such persons being all of the stockholders of the Company (each a
"Stockholder" and, collectively, the "Stockholders."

                                    RECITALS

     A. Upon the terms and subject to the conditions of this Agreement (as
defined in Section 1.2) and in accordance with the General Corporation Law of
the State of Delaware (the "DGCL"), Parent and Company intend to enter into a
business combination transaction by means of a merger of the Company with and
into Parent, through an exchange of all the issued and outstanding shares of
capital stock of the Company for shares of common stock of Parent.

     B. The Boards of Directors of each of the Company and Parent have
determined that the Merger (as defined in Section 1.1) is fair to, and in the
best interests of, their respective companies and their respective stockholders.

     C. The parties intend, by executing this Agreement, to adopt a plan of
reorganization within the meaning of Section 368 of the Internal Revenue Code of
1986, as amended (the "Code").

     NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows (defined terms used in this Agreement are listed alphabetically in
Article IX, together with the Section and, if applicable, paragraph number in
which the definition of each such term is located):

                                    ARTICLE I

                                   THE MERGER

     1.1 The Merger. At the Effective Time (as defined in Section 1.2) and
subject to and upon the terms and conditions of this Agreement and the
applicable provisions of the DGCL, the Company shall be merged with and into
Parent (the "Merger"), the separate corporate existence of the Company shall
cease and Parent shall continue as the surviving corporation. Parent as the
surviving corporation after the Merger is hereinafter sometimes referred to as
the "Surviving Corporation."



     1.2 Effective Time; Closing. Subject to the conditions of this Agreement,
the parties hereto shall cause the Merger to be consummated by filing with the
Secretary of State of the State of Delaware in accordance with the relevant
provisions of the DGCL a Certificate of Merger (the "Certificate of Merger")
(the time of such filing with the Secretary of State of the State of Delaware,
or such later time as may be agreed in writing by Company and Parent and
specified in the Certificate of Merger, being the "Effective Time") as soon as
practicable on or after the Closing Date (as herein defined). The term
"Agreement" as used herein refers to this Agreement and Plan of Merger, as the
same may be amended from time to time, and all schedules hereto (including the
Company Schedule and the Parent Schedule, as defined in the preambles to
Articles II and III hereof, respectively). Unless this Agreement shall have been
terminated pursuant to Section 8.1, the closing of the Merger (the "Closing")
shall take place at the offices of Graubard Miller, counsel to Parent, 405
Lexington Avenue, New York, New York 10174-1901 at a time and date to be
specified by the parties, which shall be no later than the second business day
after the satisfaction or waiver of the conditions set forth in Article VI, or
at such other time, date and location as the parties hereto agree in writing
(the "Closing Date"). Closing signatures may be transmitted by facsimile.

     1.3 Effect of the Merger. At the Effective Time, the effect of the Merger
shall be as provided in this Agreement and the applicable provisions of the
DGCL. Without limiting the generality of the foregoing, and subject thereto, at
the Effective Time all the property, rights, privileges, powers and franchises
of the Company shall vest in the Surviving Corporation, and all debts,
liabilities and duties of the Company shall become the debts, liabilities and
duties of the Surviving Corporation.

     1.4 Certificate of Incorporation; Bylaws.

               (a) At the Effective Time, the Certificate of Incorporation of
     Parent, a copy of which is annexed hereto as Exhibit A, as amended as
     contemplated by this Agreement, shall be the Certificate of Incorporation
     of the Surviving Corporation until thereafter amended as provided by law
     and such Certificate of Incorporation of the Surviving Corporation.

               (b) Also, at the Effective Time, the Bylaws of Parent, a copy of
     which is annexed hereto as Exhibit B, shall be the Bylaws of the Surviving
     Corporation.

     1.5 Effect on Capital Stock. Subject to the terms and conditions of this
Agreement, at the Effective Time, by virtue of the Merger and this Agreement and
without any action on the part of the Company or the holders of any of the
securities of the Company, the following shall occur:

          (a) Conversion of Company Common Stock. Other than any shares to be
     canceled pursuant to Section 1.5(c), each share of common stock, par value
     $0.01, of the Company ("Company Common Stock") issued and outstanding
     immediately prior to the Effective Time will be automatically converted
     (subject to Section 1.5(e)) into (i) the number of shares of common stock,
     par value $0.0001, of Parent ("Parent Common Stock") equal to (A)
     14,500,000 divided by (B) the Outstanding Common Stock Number plus (ii) the
     right to receive that number of EBIT Shares (as defined in Section


                                        2



     1.18(a)) for each year with respect to which EBIT Shares are issuable equal
     to (C) the number of EBIT Shares issuable with respect to such year divided
     by (D) the Outstanding Common Stock Number. As used herein, "Outstanding
     Common Stock Number" means the number of shares of Company Common Stock
     outstanding immediately prior to the Effective Time. The numbers of shares
     of Parent Common Stock issuable pursuant to this Section 1.5(a) (including
     EBIT Shares) that would otherwise be issued to Persons who exercise their
     appraisal rights pursuant to Section 262 of the DGCL shall not be issued to
     such persons and shall be canceled.

          (b) Certificates for Shares. Certificates representing the shares of
     Parent Common Stock issuable pursuant to clause (i) of Section 1.5(a)
     ("Base Shares") shall be issued to the holders of certificates representing
     the shares of Company Common Stock ("Company Certificates") upon surrender
     of the Company Certificates in the manner provided in Section 1.6 (or in
     the case of a lost, stolen or destroyed certificate, upon delivery of an
     affidavit (and indemnity, if required) in the manner provided in Section
     1.8). Each holder shall be issued separate certificates for such holder's
     Escrow Shares (as defined in Section 1.14) and for the remaining number of
     shares of Parent Common Stock to which such holder is entitled.
     Certificates for shares of Parent Common Stock representing EBIT Shares
     shall be issued to the Persons who have surrendered Company Certificates
     within five (5) days following the release of the audited financial
     statements of Parent for the year with respect to which such EBIT Shares
     are issuable.

          (c) Cancellation of Treasury and Parent-Owned Stock. Each share of
     Company Common Stock held by the Company or owned by Parent or any direct
     or indirect wholly-owned subsidiary of the Company or of Parent immediately
     prior to the Effective Time shall be canceled and extinguished without any
     conversion or payment in respect thereof.

          (e) Adjustments to Exchange Ratios. The numbers of shares of Parent
     Common Stock that the holders of the Company Common Stock are entitled to
     receive as a result of the Merger shall be equitably adjusted to reflect
     appropriately the effect of any stock split, reverse stock split, stock
     dividend (including any dividend or distribution of securities convertible
     into Parent Common Stock or Company Common Stock), extraordinary cash
     dividends, reorganization, recapitalization, reclassification, combination,
     exchange of shares or other like change with respect to Parent Common Stock
     or Company Common Stock occurring on or after the date hereof and prior to
     the Effective Time.

          (f) Fractional Shares. No fraction of a share of Parent Common Stock
     will be issued by virtue of the Merger, and each holder of shares of
     Company Common Stock who would otherwise be entitled to a fraction of a
     share of Parent Common Stock (after aggregating all fractional shares of
     Parent Common Stock that otherwise would be received by such holder) shall,
     upon compliance with Section 1.6, receive from Parent, in lieu of such
     fractional share, one (1) share of Parent Common Stock.

     1.6 Surrender of Certificates.


                                        3



          (a) Exchange Procedures. Upon surrender of Company Certificates at the
     Closing, the holders of such Company Certificates shall receive in exchange
     therefor certificates representing the Base Shares into which their shares
     of Company Common Stock shall be converted at the Effective Time, less the
     Escrow Shares (as defined in Section 1.11), and the Company Certificates so
     surrendered shall forthwith be canceled. Until so surrendered, outstanding
     Company Certificates will be deemed, from and after the Effective Time, to
     evidence only the right to receive the applicable number of shares of
     Parent Common Stock issuable pursuant to Section 1.5(a).

          (b) Distributions With Respect to Unexchanged Shares. No dividends or
     other distributions declared or made after the date of this Agreement with
     respect to Parent Common Stock with a record date after the Effective Time
     will be paid to the holders of any unsurrendered Company Certificates with
     respect to the shares of Parent Common Stock to be issued upon surrender
     thereof until the holders of record of such Company Certificates shall
     surrender such Company Certificates. Subject to applicable law, following
     surrender of any such Company Certificates with a properly completed letter
     of transmittal, Parent shall promptly deliver to the record holders
     thereof, without interest, the certificates representing shares of Parent
     Common Stock issued in exchange therefor and the amount of any such
     dividends or other distributions with a record date after the Effective
     Time theretofore paid with respect to such shares of Parent Common Stock.

          (c) Transfers of Ownership. If certificates representing shares of
     Parent Common Stock are to be issued in a name other than that in which the
     Company Certificates surrendered in exchange therefor are registered, it
     will be a condition of the issuance thereof that the Company Certificates
     so surrendered will be properly endorsed and otherwise in proper form for
     transfer and that the persons requesting such exchange will have paid to
     Parent or any agent designated by it any transfer or other taxes required
     by reason of the issuance of certificates representing shares of Parent
     Common Stock in any name other than that of the registered holder of the
     Company Certificates surrendered, or established to the satisfaction of
     Parent or any agent designated by it that such tax has been paid or is not
     payable.

          (d) Required Withholding. Each Parent and the Surviving Corporation
     shall be entitled to deduct and withhold from any consideration payable or
     otherwise deliverable pursuant to this Agreement to any holder or former
     holder of Company Common Stock such amounts as are required to be deducted
     or withheld therefrom under the Code or under any provision of state, local
     or foreign tax law or under any other applicable legal requirement. To the
     extent such amounts are so deducted or withheld, such amounts shall be
     treated for all purposes under this Agreement as having been paid to the
     person to whom such amounts would otherwise have been paid.

          (e) No Liability. Notwithstanding anything to the contrary in this
     Section 1.6, neither Parent, the Surviving Corporation, the Company nor any
     other party hereto shall be liable to a holder of shares of Parent Common
     Stock or Company Common Stock for


                                        4



     any amount properly paid to a public official pursuant to any applicable
     abandoned property, escheat or similar law.

     1.7 No Further Ownership Rights in Company Stock. All shares of Parent
Common Stock issued in accordance with the terms hereof shall be deemed to have
been issued in full satisfaction of all rights pertaining to such shares of
Company Common Stock and there shall be no further registration of transfers on
the records of the Surviving Corporation of shares of Company Common Stock that
were outstanding immediately prior to the Effective Time. If, after the
Effective Time, Company Certificates are presented to the Surviving Corporation
for any reason, they shall be canceled and exchanged as provided in this Article
I.

     1.8 Lost, Stolen or Destroyed Certificates. In the event that any Company
Certificates shall have been lost, stolen or destroyed, Parent shall issue in
exchange for such lost, stolen or destroyed Company Certificates, upon the
making of an affidavit of that fact by the holder thereof, the certificates
representing the shares of Parent Common Stock that the shares of Company Common
Stock formerly represented by such Company Certificates were converted into and
any dividends or distributions payable pursuant to Section 1.6(b); provided,
however, that, as a condition precedent to the issuance of such certificates
representing shares of Parent Common Stock and other distributions, the owner of
such lost, stolen or destroyed Company Certificates shall indemnify Parent
against any claim that may be made against Parent or the Surviving Corporation
with respect to the Company Certificates alleged to have been lost, stolen or
destroyed.

     1.9 Tax Consequences. It is intended by the parties hereto that the Merger
shall constitute a reorganization within the meaning of Section 368 of the Code.
The parties hereto adopt this Agreement as a "plan of reorganization" within the
meaning of Sections 1.368-2(G) AND 1.368-3(A) of the United States Income Tax
Regulations.

     1.10 Taking of Necessary Action; Further Action. If, at any time after the
Effective Time, any further action is necessary or desirable to carry out the
purposes of this Agreement and to vest the Surviving Corporation with full
right, title and possession to all assets, property, rights, privileges, powers
and franchises of the Company, the officers and directors of the Company will
take all such lawful and necessary action.

     1.11 Escrow. As the sole remedy for the indemnity obligations set forth in
Article VII, at the Closing, the Persons receiving shares of Parent Common Stock
to be issued as a result of the Merger shall deposit in escrow twelve percent
(12%) of the Base Shares received by such Persons as a result of the Merger (the
"Escrow Shares"), which shares shall be allocated among the Persons entitled to
receive them in the same proportions as the shares of Parent Common Stock are
allocated among them, all in accordance with the terms and conditions of the
Escrow Agreement to be entered into at the Closing between Parent, the Company
Stockholder Representative (the "Representative") (who shall be Irvin E. Richter
until a successor is appointed pursuant to Section 1.14(b)) and Continental
Stock Transfer & Trust Company, as Escrow Agent, in the


                                        5



form annexed hereto as Exhibit C (the "Escrow Agreement"). Of the Escrow Shares,
one-sixth thereof (the "Tax Indemnity Shares") shall be applied to
indemnification only with respect to Tax Indemnification Claims (as hereinafter
defined) and five-sixths thereof (the "Basic Indemnity Shares") shall be applied
to indemnification with respect to all other matters with respect to which
Parent is entitled to indemnification hereunder. On the first business day
following the date (the "Escrow Termination Date") that is thirty (30) days
after the date on which Parent has filed its Report on Form 10-K pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"), for its 2006
fiscal year, the Escrow Agent shall deliver the Basic Indemnity Shares, less any
of such shares applied in satisfaction of a claim for indemnification and any of
such shares related to a claim for indemnification that is then unresolved, to
each such Person in the same proportions as initially deposited in escrow. Any
Basic Indemnity Shares held with respect to any unresolved claim for
indemnification and not applied as indemnification with respect to such claim
upon its resolution shall be delivered to such Persons promptly upon such
resolution. All Tax Indemnity Shares and any Basic Indemnity Shares, to the
extent not applied in satisfaction of a claim for indemnification, will be so
distributed to such Persons on the first business day following December 31,
2010 (the "Tax Escrow Termination Date"), notwithstanding that the claim to
which they relate has not been resolved. As used herein, "Tax Indemnification
Claim" means a claim for indemnification pursuant to Article VII with respect to
(i) a breach of the representations and warranties set forth in Section 2.15 and
(ii) the matters referred to in Schedule 2.15.

     1.12 Rule 145. All shares of Parent Common Stock issued pursuant to this
Agreement to "affiliates" of the Company listed in Schedule 1.12 will be subject
to certain resale restrictions under Rule 145 promulgated under the Securities
Act and all certificates representing such shares shall bear an appropriate
restrictive legend.

     1.13 Stockholder Matters.

          (a) By his, her or its execution of this Agreement, each Stockholder,
     in his, her or its capacity as a stockholder of the Company, hereby
     approves and adopts this Agreement and authorizes the Company, its
     directors and officers to take all actions necessary for the consummation
     of the Merger and the other transactions contemplated hereby pursuant to
     the terms of this Agreement and its exhibits. Such execution shall be
     deemed to be action taken by the irrevocable written consent of each
     Stockholder for purposes of Section 228 of the DGCL.

          (b) Each Stockholder, for itself only, represents and warrants as
     follows: (i) all Parent Common Stock to be acquired by such Stockholder
     pursuant to this Agreement will be acquired for his, her or its account and
     not with a view towards distribution thereof other than, with respect to
     Stockholders that are entities, transfers to its stockholders, partners or
     members; (ii) it understands that he, she or it must bear the economic risk
     of the investment in the Parent Common Stock, which cannot be sold by he,
     she or it unless it is registered under the Securities Act, or an exemption
     therefrom is available thereunder; (iii) he, she or it has had both the
     opportunity to ask questions and receive answers from the officers and
     directors of Parent and all persons acting on Parent's behalf concerning
     the business and operations of Parent and to obtain any


                                        6



     additional information to the extent Parent possesses or may possess such
     information or can acquire it without unreasonable effort or expense
     necessary to verify the accuracy of such information; and (iv) he, she or
     it has had access to the Parent SEC Reports filed prior to the date of this
     Agreement. Each Stockholder acknowledges, as to himself, herself or itself
     only, that (v) he, she or it is either (A) an "accredited investor" as such
     term is defined in Rule 501(a) promulgated under the Securities Act or (B)
     a person possessing sufficient knowledge and experience in financial and
     business matters to enable it to evaluate the merits and risks of an
     investment in Parent; and (vi) he, she or it understands that the
     certificates representing the Parent Common Stock to be received by he, she
     or it may bear legends to the effect that the Parent Common Stock may not
     be transferred except upon compliance with (C) the registration
     requirements of the Securities Act (or an exemption therefrom) and (D) the
     provisions of this Agreement. Each Stockholder that is an entity, for
     itself, represents, warrants and acknowledges, with respect to each holder
     of its equity interests, to the same effect as the foregoing provisions of
     this Section 1.13(b).

          (c) Each Stockholder, for himself, herself or itself, represents and
     warrants that the execution and delivery of this Agreement by such
     Stockholder does not, and the performance of his, her or its obligations
     hereunder will not, require any consent, approval, authorization or permit
     of, or filing with or notification to, any court, administrative agency,
     commission, governmental or regulatory authority, domestic or foreign (a
     "Governmental Entity"), except (i) for applicable requirements, if any, of
     the Securities Act of 1933, as amended ("Securities Act"), the Exchange
     Act, state securities laws ("Blue Sky Laws"), and the rules and regulations
     thereunder, and (ii) where the failure to obtain such consents, approvals,
     authorizations or permits, or to make such filings or notifications, would
     not, individually or in the aggregate, reasonably be expected to have a
     Material Adverse Effect (as defined in Section 10.2(a)) on such Stockholder
     or the Company or, after the Closing, the Parent, or prevent consummation
     of the Merger or otherwise prevent the parties hereto from performing their
     obligations under this Agreement.

     1.14 Committee and Representative for Purposes of Escrow Agreement.

          (a) Parent Committee. Prior to the Closing, the Board of Directors of
     Parent shall appoint a committee consisting of one or more of its then
     members to act on behalf of Parent to take all necessary actions and make
     all decisions pursuant to the Escrow Agreement regarding Parent's right to
     indemnification pursuant to Article VII hereof. In the event of a vacancy
     in such committee, the Board of Directors of Parent shall appoint as a
     successor a Person who was a director of Parent prior to the Closing Date
     or some other Person who would qualify as an "independent" director of
     Parent and who has not had any relationship with the Company prior to the
     Closing. Such committee is intended to be the "Committee" referred to in
     Article VII hereof and the Escrow Agreement.

          (b) Representative. The Stockholders hereby designate Irvin E. Richter
     to represent the interests of the Persons entitled to receive cash and
     Parent Common


                                        7



     Stock as a result of the Merger for purposes of the Escrow Agreement. If
     such Person ceases to serve in such capacity, for any reason, such Person
     shall designate his or her successor. Failing such designation within 10
     business days after the Representative has ceased to serve, those members
     of the Board of Directors of Parent who were directors of the Company prior
     to the Closing shall appoint as successor a Person who was a former
     stockholder of the Company or such other Person as such members shall
     designate. Such Person or successor is intended to be the "Representative"
     referred to in Section 1.11 and Article VII hereof and the Escrow
     Agreement.

     1.15 Outstanding Company Derivative Securities. The Company shall arrange
that the holders of all outstanding options, warrants and other derivative
securities of the Company exercise such securities prior to the Effective Time.
Such exercise may be made contingent upon the occurrence of the Closing.

     1.16 Notice to Holders of Derivative Securities. As promptly as practicable
after the execution of this Agreement, the Company, after consultation with
Parent, shall give the holders of derivative securities of the Company, other
than the Stockholders, notice of the written consent of the Stockholders
pursuant to Section 1.13(a).

     1.17 Shares Subject to Appraisal Rights.

          (a) Notwithstanding Section 1.5 hereof, Dissenting Shares (as
     hereinafter defined) shall not be converted into a right to receive Parent
     Common Stock and the holders thereof shall be entitled only to such rights
     as are granted by the DGCL. Each holder of Dissenting Shares who becomes
     entitled to payment for such shares pursuant to the DGCL shall receive
     payment therefor from the Surviving Corporation in accordance with the
     DGCL, provided, however, that (i) if any stockholder of the Company who
     asserts appraisal rights in connection with the Merger (a "Dissenter")
     shall have failed to establish his entitlement to such rights as provided
     in the DGCL, or (ii) if any such Dissenter shall have effectively withdrawn
     his demand for payment for such shares or waived or lost his right to
     payment for his shares under the appraisal rights process under the DGCL,
     the shares of Company Common Stock held by such Dissenter shall be treated
     as if they had been converted, as of the Effective Time, into a right to
     receive Parent Common Stock and as provided in Section 1.5. The Company
     shall give Parent prompt notice of any demands for payment received by the
     Company from a person asserting appraisal rights, and Parent shall have the
     right to participate in all negotiations and proceedings with respect to
     such demands. The Company shall not, except with the prior written consent
     of Parent, make any payment with respect to, or settle or offer to settle,
     any such demands.

          (b) As used herein, "Dissenting Shares" means any shares of Company
     Common Stock held by stockholders of the Company who are entitled to
     appraisal rights under the DGCL, and who have properly exercised, perfected
     and not subsequently withdrawn or lost or waived their rights to demand
     payment with respect to their shares in accordance with the DGCL.


                                        8



     1.18 EBIT Shares.

          (a) For each year from 2006 to 2009 with respect to which Parent has
     EBIT (as defined in Section 1.18(b)) equal to or greater than the EBIT
     Target for such year (as defined in Section 1.18(c)), Parent shall issue to
     the holders of Company Certificates, in the aggregate, pursuant to Section
     1.5(b), for the applicable fiscal year, the following number of shares of
     Parent Common Stock ("EBIT Shares"):

                            2006 - 2,300,000 shares
                            2007 - 2,300,000 shares
                            2008 - 1,000,000 shares
                            2009 - 1,000,000 shares.

          (b) As used herein, "EBIT" means, for the applicable fiscal year, the
     consolidated earnings of Parent for such year before deduction for
     interest, taxes and expenses of Parent and the Company arising from the
     Merger deductible in such fiscal year, as determined by the independent
     public accountants that prepare the audited financial statements of Parent
     for such year in accordance with generally accepted accounting principles
     consistently applied, and shall, with respect to the 2006 fiscal year,
     include the earnings of the Company for the entire twelve (12) month period
     constituting such year.

          (c) As used herein, "EBIT Target" means, for the applicable fiscal
     year, the following amount of EBIT:

                              2006 - $ 9,900,000
                              2007 - $13,500,000
                              2008 - $18,400,000
                              2009 - $24,900,000.

          (d) The numbers of shares set forth in Section 1.18(a) shall be
     equitably adjusted to reflect appropriately the effect of any stock split,
     reverse stock split, stock dividend (including any dividend or distribution
     of securities convertible into Parent Common Stock), extraordinary cash
     dividends, reorganization, recapitalization, reclassification, combination,
     exchange of shares or other like change with respect to Parent Common Stock
     occurring on or after the date hereof.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Subject to the exceptions set forth in Schedule 2 attached hereto (the
"Company Schedule"), the Company hereby represents and warrants to, and
covenants with, Parent as follows (as used in this Article II, and elsewhere in
this Agreement, the term "Company" includes the Subsidiaries, as hereinafter
defined, unless the context clearly otherwise indicates):


                                        9



     2.1 Organization and Qualification.

          (a) The Company is a corporation duly incorporated, validly existing
     and in good standing under the laws of the State of Delaware and has the
     requisite corporate power and authority to own, lease and operate its
     assets and properties and to carry on its business as it is now being or
     currently planned by the Company to be conducted. The Company is in
     possession of all franchises, grants, authorizations, licenses, permits,
     easements, consents, certificates, approvals and orders ("Approvals")
     necessary to own, lease and operate the properties it purports to own,
     operate or lease and to carry on its business as it is now being or
     currently planned by the Company to be conducted, except where the failure
     to have such Approvals could not, individually or in the aggregate,
     reasonably be expected to have a Material Adverse Effect on the Company.
     Complete and correct copies of the certificate of incorporation and by-laws
     (or other comparable governing instruments with different names)
     (collectively referred to herein as "Charter Documents") of the Company, as
     amended and currently in effect, have been heretofore delivered to Parent
     or Parent's counsel. The Company is not in violation of any of the
     provisions of the Company's Charter Documents.

          (b) The Company is duly qualified or licensed to do business as a
     foreign corporation and is in good standing in each jurisdiction where the
     character of the properties owned, leased or operated by it or the nature
     of its activities makes such qualification or licensing necessary, except
     for such failures to be so duly qualified or licensed and in good standing
     that could not, individually or in the aggregate, reasonably be expected to
     have a Material Adverse Effect on the Company. Each jurisdiction in which
     the Company is so qualified or licensed is listed in Schedule 2.1.

          (c) The minute books of the Company contain true, complete and
     accurate records of all meetings and consents in lieu of meetings of its
     Board of Directors (and any committees thereof), similar governing bodies
     and stockholders ("Corporate Records") since January 1, 2000. Copies of
     such Corporate Records of the Company have been made available to Parent or
     Parent's counsel.

          (d) The stock transfer, warrant and option transfer and ownership
     records of the Company contain true, complete and accurate records of the
     securities ownership as of the date of such records and the transfers
     involving the capital stock and other securities of the Company since
     January 1, 2000. Copies of such records of the Company have been made
     available to Parent or Parent's counsel.

     2.2 Subsidiaries.

          (a) The Company has no subsidiaries other than those listed in
     Schedule 2.2 (the "Subsidiaries"). Except as set forth in Schedule 2.2, the
     Company owns all of the outstanding equity securities of the Subsidiaries,
     free and clear of all Liens (as defined in Section 10.2(e)). Except for the
     Subsidiaries, the Company does not own, directly or indirectly, any
     ownership, equity, profits or voting interest in any Person or has any
     agreement or commitment to purchase any such interest, and has not agreed
     and is not


                                       10



     obligated to make nor is bound by any written, oral or other agreement,
     contract, subcontract, lease, binding understanding, instrument, note,
     option, warranty, purchase order, license, sublicense, insurance policy,
     benefit plan, commitment or undertaking of any nature, as of the date
     hereof or as may hereafter be in effect under which it may become obligated
     to make, any future investment in or capital contribution to any other
     entity.

          (b) Each Subsidiary that is a corporation is duly incorporated,
     validly existing and in good standing under the laws of its state of
     incorporation (as listed in Schedule 2.2) and has the requisite corporate
     power and authority to own, lease and operate its assets and properties and
     to carry on its business as it is now being or currently planned by the
     Company to be conducted. Each Subsidiary that is a limited liability
     company is duly organized or formed, validly existing and in good standing
     under the laws of its state of organization or formation (as listed in
     Schedule 2.2) and has the requisite power and authority to own, lease and
     operate its assets and properties and to carry on its business as it is now
     being or currently planned by the Company to be conducted. Each Subsidiary
     is in possession of all Approvals necessary to own, lease and operate the
     properties it purports to own, operate or lease and to carry on its
     business as it is now being or currently planned by the Company to be
     conducted, except where the failure to have such Approvals could not,
     individually or in the aggregate, reasonably be expected to have a Material
     Adverse Effect on the Company or such Subsidiary. Complete and correct
     copies of the Charter Documents of each Subsidiary, as amended and
     currently in effect, have been heretofore delivered to Parent or Parent's
     counsel. No Subsidiary is in violation of any of the provisions of its
     Charter Documents.

          (c) Each Subsidiary is duly qualified or licensed to do business as a
     foreign corporation or foreign limited liability company and is in good
     standing in each jurisdiction where the character of the properties owned,
     leased or operated by it or the nature of its activities makes such
     qualification or licensing necessary, except for such failures to be so
     duly qualified or licensed and in good standing that could not,
     individually or in the aggregate, reasonably be expected to have a Material
     Adverse Effect on the Company or such Subsidiary. Each jurisdiction in
     which each Subsidiary is so qualified or licensed is listed in Schedule
     2.2.

          (d) The minute books of each Subsidiary contain true, complete and
     accurate records of all meetings and consents in lieu of meetings of its
     Board of Directors (and any committees thereof), similar governing bodies
     and stockholders since January 1, 2000. Copies of the Corporate Records of
     each Subsidiary have been heretofore made available to Parent or Parent's
     counsel.

     2.3 Capitalization.

          (a) The authorized capital stock of the Company consists of 10,000,000
     shares of Company Common Stock and 1,000 shares of preferred stock, par
     value $0.01 ("Company Preferred Stock"), of which 6,000,000 shares of
     Company Common Stock and no shares of Company Preferred Stock are issued
     and outstanding as of the date of


                                       11



     this Agreement, all of which shares of Company Common Stock are validly
     issued, fully paid and nonassessable and are owned by the Persons who are
     Stockholders. Except as set forth in Schedule 2.3(a) hereto and as such
     Schedule may be revised in accordance with the terms of this Agreement, as
     of the date of this Agreement, no shares of Company Common Stock or Company
     Preferred Stock are reserved for issuance upon the exercise of outstanding
     options to purchase Company Common Stock or Company Preferred Stock granted
     to employees of Company or other parties ("Company Stock Options"). No
     shares of Company Common Stock or Company Preferred Stock are reserved for
     issuance upon the exercise of outstanding warrants or other rights (other
     than Company Stock Options) to purchase Company Common Stock or Company
     Preferred Stock All shares of Company Common Stock and Company Preferred
     Stock subject to issuance as aforesaid, upon issuance on the terms and
     conditions specified in the instrument pursuant to which they are issuable,
     will be duly authorized, validly issued, fully paid and nonassessable.
     There are no commitments or agreements of any character to which Company is
     bound obligating Company to accelerate the vesting of any Company Stock
     Option as a result of the Merger. All outstanding shares of Company Common
     Stock and all outstanding Company Stock Options have been issued and
     granted in compliance with (x) all applicable securities laws and (in all
     material respects) other applicable laws and regulations, and (y) all
     requirements set forth in any applicable Company Contracts (as defined in
     Section 2.19). The Company has heretofore delivered to Parent or Parent's
     counsel true and accurate copies of the forms of documents used for the
     issuance of Company Stock Options and a true and complete list of the
     holders thereof, including their names and the numbers of shares of Company
     Common Stock underlying such holders' Company Stock Options.

          (b) Except as set forth in Schedule 2.3(b) hereto or as set forth in
     Section 2.3(a) hereof, there are no subscriptions, options, warrants,
     equity securities, partnership interests or similar ownership interests,
     calls, rights (including preemptive rights), commitments or agreements of
     any character to which the Company is a party or by which it is bound
     obligating the Company to issue, deliver or sell, or cause to be issued,
     delivered or sold, or repurchase, redeem or otherwise acquire, or cause the
     repurchase, redemption or acquisition of, any shares of capital stock,
     partnership interests or similar ownership interests of the Company or
     obligating the Company to grant, extend, accelerate the vesting of or enter
     into any such subscription, option, warrant, equity security, call, right,
     commitment or agreement.

          (c) Except as contemplated by this Agreement and except as set forth
     in Schedule 2.3(c) hereto, there are no registration rights, and there is
     no voting trust, proxy, rights plan, antitakeover plan or other agreement
     or understanding to which the Company is a party or by which the Company is
     bound with respect to any equity security of any class of the Company.

          (d) The authorized and outstanding capital stock or membership
     interests of each Subsidiary are set forth in Schedule 2.3(d) hereto.
     Except as set forth in Schedule 2.3(d), the Company owns all of the
     outstanding equity securities of each Subsidiary, free and clear of all
     Liens, either directly or indirectly through one or more other
     Subsidiaries.


                                       12



     There are no outstanding options, warrants or other rights to purchase
     securities of any Subsidiary.

     2.4 Authority Relative to this Agreement. The Company has all necessary
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder and, to consummate the transactions
contemplated hereby (including the Merger). The execution and delivery of this
Agreement and the consummation by the Company of the transactions contemplated
hereby (including the Merger) have been duly and validly authorized by all
necessary corporate action on the part of the Company (including the approval by
its Board of Directors and stockholders, subject in all cases to the
satisfaction of the terms and conditions of this Agreement, including the
conditions set forth in Article VI), and no other corporate proceedings on the
part of the Company are necessary to authorize this Agreement or to consummate
the transactions contemplated hereby pursuant to the DGCL and the terms and
conditions of this Agreement. This Agreement has been duly and validly executed
and delivered by the Company and, assuming the due authorization, execution and
delivery thereof by the other parties hereto, constitutes the legal and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except as may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally and
by general principles of equity.

     2.5 No Conflict; Required Filings and Consents. Except as set forth in
Schedule 2.5 hereto:

          (a) The execution and delivery of this Agreement by the Company do
     not, and the performance of this Agreement by the Company shall not, (i)
     conflict with or violate the Company's Charter Documents, (ii) subject to
     obtaining the adoption of this Agreement and the Merger by the stockholders
     of the Company, conflict with or violate any Legal Requirements (as defined
     in Section 10.2(c)), (iii) result in any breach of or constitute a default
     (or an event that with notice or lapse of time or both would become a
     default) under, or materially impair the Company's rights or alter the
     rights or obligations of any third party under, or give to others any
     rights of termination, amendment, acceleration or cancellation of, or
     result in the creation of a lien or encumbrance on any of the properties or
     assets of the Company pursuant to, any Company Contracts or (iv) result in
     the triggering, acceleration or increase of any payment to any Person
     pursuant to any Company Contract, including any "change in control" or
     similar provision of any Company Contract, except, with respect to clauses
     (ii), (iii) or (iv), for any such conflicts, violations, breaches,
     defaults, triggerings, accelerations, increases or other occurrences that
     would not, individually and in the aggregate, have a Material Adverse
     Effect on the Company.

          (b) The execution and delivery of this Agreement by the Company does
     not, and the performance of its obligations hereunder will not, require any
     consent, approval, authorization or permit of, or filing with or
     notification to, any Governmental Entity, except (i) for applicable
     requirements, if any, of the Securities Act, the Exchange Act or Blue Sky
     Laws, and the rules and regulations thereunder, and appropriate documents
     received from or filed with the relevant authorities of other jurisdictions
     in which the


                                       13



     Company is licensed or qualified to do business, (ii) for the filing of any
     notifications required under the Hart-Scott-Rodino Antitrust Improvements
     Act of 1976, as amended (the "HSR Act") and the expiration of the required
     waiting period thereunder, and (iii) where the failure to obtain such
     consents, approvals, authorizations or permits, or to make such filings or
     notifications, would not, individually or in the aggregate, reasonably be
     expected to have a Material Adverse Effect on the Company or, after the
     Closing, the Parent, or prevent consummation of the Merger or otherwise
     prevent the parties hereto from performing their obligations under this
     Agreement.

     2.6 Compliance. The Company has complied with and is not in violation of
any Legal Requirements with respect to the conduct of its business, or the
ownership or operation of its business, except for failures to comply or
violations which, individually or in the aggregate, have not had and are not
reasonably likely to have a Material Adverse Effect on the Company. The
businesses and activities of the Company have not been and are not being
conducted in violation of any Legal Requirements, except for violations which,
individually or in the aggregate, have not had and are not reasonably expected
to have a Material Adverse Effect on the Company. The Company is not in default
or violation of any term, condition or provision of any applicable Charter
Documents. Except as set forth in Schedule 2.6, no written notice of
non-compliance with any Legal Requirements has been received by the Company (and
the Company has no knowledge of any such notice delivered to any other Person).
The Company is not in violation of any term of any Company Contract, except for
failures to comply or violations which, individually or in the aggregate, have
not had and are not reasonably likely to have a Material Adverse Effect on the
Company.

     2.7 Financial Statements.

          (a) The Company has provided to Parent a correct and complete copy of
     the audited consolidated financial statements (including any related notes
     thereto) of the Company for the fiscal years ended January 1, 2005 and
     December 27, 2003 (the "Audited Financial Statements"). The Audited
     Financial Statements were prepared in accordance with the published rules
     and regulations of any applicable Governmental Entity and with generally
     accepted accounting principles of the United States ("U.S. GAAP") applied
     on a consistent basis throughout the periods involved (except as may be
     indicated in the notes thereto), and each fairly presents in all material
     respects the financial position of the Company at the respective dates
     thereof and the results of its operations and cash flows for the periods
     indicated.

          (b) The Company has provided to Parent a correct and complete copy of
     the unaudited consolidated financial statements of the Company for the nine
     month period ended September 30, 2005 (the "Unaudited Financial
     Statements"). The Unaudited Financial Statements comply as to form in all
     material respects, and were prepared in accordance, with the published
     rules and regulations of any applicable Governmental Entity and with U.S.
     GAAP applied on a consistent basis throughout the periods involved, and
     fairly present in all material respects the financial position of the
     Company at the date thereof and the results of its operations and cash
     flows for the period indicated,


                                       14



     except that such statements do not contain notes and are subject to normal
     adjustments that are not expected to have a Material Adverse Effect on the
     Company.

          (c) Since January 1, 2000, the books of account, minute books, stock
     certificate books and stock transfer ledgers and other similar books and
     records of the Company have been maintained in accordance with good
     business practice, are complete and correct in all material respects and
     there have been no material transactions that are required to be set forth
     therein and which have not been so set forth.

          (d) Except as otherwise noted in the Audited Financial Statements or
     the Unaudited Financial Statements, the accounts and notes receivable of
     the Company reflected on the balance sheets included in the Audited
     Financial Statements and the Unaudited Financial Statements (i) arose from
     bona fide sales transactions in the ordinary course of business and are
     payable on ordinary trade terms, (ii) to the knowledge of the Company, are
     legal, valid and binding obligations of the respective debtors enforceable
     in accordance with their terms, except as such may be limited by
     bankruptcy, insolvency, reorganization, or other similar laws affecting
     creditors' rights generally, and by general equitable principles, (iii) to
     the knowledge of the Company, are not subject to any valid set-off or
     counterclaim except to the extent set forth in such balance sheet contained
     therein, (iv) are collectible in the ordinary course of business consistent
     with past practice in the aggregate recorded amounts thereof, net of any
     applicable reserve reflected in such balance sheet referenced above, and
     (v) are not the subject of any actions or proceedings brought by or on
     behalf of the Company.

     2.8 No Undisclosed Liabilities. Except as set forth in Schedule 2.8 hereto,
the Company has no liabilities (absolute, accrued, contingent or otherwise) of a
nature required to be disclosed on a balance sheet or in the related notes to
financial statements which are, individually or in the aggregate, material to
the business, results of operations or financial condition of the Company,
except: (i) liabilities provided for in or otherwise disclosed in the interim
balance sheet included in the Unaudited Financial Statements or in the notes to
the Audited Financial Statements, and (ii) such liabilities arising in the
ordinary course of the Company's business since September 30, 2005, none of
which would have a Material Adverse Effect on the Company.

     2.9 Absence of Certain Changes or Events. Except as set forth in Schedule
2.9 hereto or in the Unaudited Financial Statements, since January 1, 2005,
there has not been: (i) any Material Adverse Effect on the Company, (ii) any
declaration, setting aside or payment of any dividend on, or other distribution
(whether in cash, stock or property) in respect of, any of the Company's stock,
or any purchase, redemption or other acquisition by the Company of any of the
Company's capital stock or any other securities of the Company or any options,
warrants, calls or rights to acquire any such shares or other securities, (iii)
any split, combination or reclassification of any of the Company's capital
stock, (iv) any granting by the Company of any increase in compensation or
fringe benefits, except for normal increases of cash compensation in the
ordinary course of business consistent with past practice, or any payment by the
Company of any bonus, except for bonuses made in the ordinary course of business
consistent with past practice, or any granting by the Company of any increase in
severance or termination


                                       15



pay or any entry by Company into any currently effective employment, severance,
termination or indemnification agreement or any agreement the benefits of which
are contingent or the terms of which are materially altered upon the occurrence
of a transaction involving the Company of the nature contemplated hereby, (v)
entry by the Company into any licensing or other agreement with regard to the
acquisition or disposition of any Intellectual Property (as defined in Section
2.18 hereof) other than licenses in the ordinary course of business consistent
with past practice or any amendment or consent with respect to any licensing
agreement filed or required to be filed by the Company with respect to any
Governmental Entity, (vi) any material change by the Company in its accounting
methods, principles or practices, (vii) any change in the auditors of the
Company, (viii) any issuance of capital stock of the Company, (ix) any
revaluation by the Company of any of its assets, including, without limitation,
writing down the value of capitalized inventory or writing off notes or accounts
receivable or any sale of assets of the Company other than in the ordinary
course of business, or (x) any agreement, whether written or oral, to do any of
the foregoing.

     2.10 Litigation. Except as disclosed in Schedule 2.10 hereto, there are no
claims, suits, actions or proceedings pending or, to the knowledge of the
Company, threatened against the Company before any court, governmental
department, commission, agency, instrumentality or authority, or any arbitrator.

     2.11 Employee Benefit Plans.

          (a) All employee compensation, incentive, fringe or benefit plans,
     programs, policies, commitments or other arrangements (whether or not set
     forth in a written document) covering any active or former employee,
     director or consultant of the Company, or any trade or business (whether or
     not incorporated) which is under common control with the Company, with
     respect to which the Company has liability (collectively, the "Plans") have
     been maintained and administered in all material respects in compliance
     with their respective terms and with the requirements prescribed by any and
     all statutes, orders, rules and regulations which are applicable to such
     Plans, and all liabilities with respect to the Plans have been properly
     reflected in the financial statements and records of the Company. No suit,
     action or other litigation (excluding claims for benefits incurred in the
     ordinary course of Plan activities) has been brought, or, to the knowledge
     of the Company, is threatened, against or with respect to any Plan. There
     are no audits, inquiries or proceedings pending or, to the knowledge of the
     Company, threatened by any governmental agency with respect to any Plan.
     All contributions, reserves or premium payments required to be made or
     accrued as of the date hereof to the Plans have been timely made or
     accrued. The Company does not have any plan or commitment to establish any
     new Plan, to modify any Plan (except to the extent required by law or to
     conform any such Plan to the requirements of any applicable law, in each
     case as previously disclosed to Parent in writing, or as required by this
     Agreement), or to enter into any new Plan. Each Plan can be amended,
     terminated or otherwise discontinued after the Closing in accordance with
     its terms, without liability to Parent or the Company (other than ordinary
     administration expenses and expenses for benefits accrued but not yet
     paid).


                                       16



          (b) Except as disclosed in Schedule 2.11 hereto, neither the execution
     and delivery of this Agreement nor the consummation of the transactions
     contemplated hereby will (i) result in any payment (including severance,
     unemployment compensation, golden parachute, bonus or otherwise) becoming
     due to any stockholder, director or employee of the Company under any Plan
     or otherwise, (ii) materially increase any benefits otherwise payable under
     any Plan, or (iii) result in the acceleration of the time of payment or
     vesting of any such benefits.

     2.12 Labor Matters. The Company is not a party to any collective bargaining
agreement or other labor union contract applicable to persons employed by the
Company nor does the Company know of any activities or proceedings of any labor
union to organize any such employees.

     2.13 Restrictions on Business Activities. Except as disclosed in Schedule
2.13 hereto, to the Company's knowledge, there is no agreement, commitment,
judgment, injunction, order or decree binding upon the Company or its assets or
to which the Company is a party which has or could reasonably be expected to
have the effect of prohibiting or materially impairing any business practice of
the Company, any acquisition of property by the Company or the conduct of
business by Company as currently conducted other than such effects, individually
or in the aggregate, which have not had and could not reasonably be expected to
have a Material Adverse Effect on the Company.

     2.14 Title to Property.

          (a) The Company owns no real property and has no options or other
     contracts under which the Company has a right to acquire any interest in
     real property.

          (b) All leases of real property held by the Company, and all personal
     property and other property and assets of the Company owned, used or held
     for use in connection with the business of the Company (the "Personal
     Property") are shown or reflected on the balance sheet included in the
     Audited Financial Statements or the Unaudited Financial Statements, to the
     extent required by U.S. GAAP, as of the dates of such Audited Financial
     Statements and Unaudited Financial Statements. The Company has good and
     marketable title to the Personal Property owned by it, and all such
     Personal Property is in each case held free and clear of all Liens, except
     for Liens disclosed in the Audited Financial Statements, the Unaudited
     Financial Statements or in Schedule 2.14 hereto, none of which liens or
     encumbrances is reasonably expected to have, individually or in the
     aggregate, a Material Adverse Effect on such property or on the present or
     contemplated use of such property in the businesses of the Company.
     Schedule 2.14 also contains a list of all leases of real property and
     Personal Property held by the Company.

          (c) All leases pursuant to which Company leases from others material
     real or Personal Property are valid and effective in accordance with their
     respective terms, and there is not, under any of such leases, any existing
     material default or event of default of the Company or, to the Company's
     knowledge, any other party (or any event which with notice or lapse of
     time, or both, would constitute a material default), except where the


                                       17



     lack of such validity and effectiveness or the existence of such default or
     event of default could not reasonably be expected to have a Material
     Adverse Effect on the Company.

     2.15 Taxes.

          (a) Definition of Taxes. For the purposes of this Agreement, "Tax" or
     "Taxes" refers to any and all federal, state, local and foreign taxes,
     including, without limitation, gross receipts, income, profits, sales, use,
     occupation, value added, ad valorem, transfer, franchise, withholding,
     payroll, recapture, employment, excise and property taxes, assessments,
     governmental charges and duties together with all interest, penalties and
     additions imposed with respect to any such amounts and any obligations
     under any agreements or arrangements with any other Person with respect to
     any such amounts and including any liability of a predecessor entity for
     any such amounts.

          (b) Tax Returns and Audits. Except as set forth in Schedule 2.15
     hereto:

               (i) The Company has timely filed all federal, state, local and
          foreign returns, estimates, information statements and reports
          relating to Taxes ("Returns") required to be filed by the Company with
          any Tax authority prior to the date hereof, except such Returns which
          are not material to Company. All such Returns are true, correct and
          complete in all material respects. The Company has paid all Taxes
          shown to be due and payable on such Returns.

               (ii) All Taxes that the Company is required by law to withhold or
          collect have been duly withheld or collected, and have been timely
          paid over to the proper governmental authorities to the extent due and
          payable.

               (iii) The Company is not delinquent in the payment of any
          material Tax nor is there any material Tax deficiency outstanding,
          proposed or assessed against the Company, nor has the Company executed
          any unexpired waiver of any statute of limitations on or extending the
          period for the assessment or collection of any Tax.

               (iv) To the knowledge of the Company, no audit or other
          examination of any Return of the Company by any Tax authority is
          presently in progress, nor has the Company been notified of any
          request for such an audit or other examination.

               (v) No adjustment relating to any Returns filed by the Company
          has been proposed in writing, formally or informally, by any Tax
          authority to the Company or any representative thereof.

               (vi) The Company has no liability for any material unpaid Taxes
          which have not been accrued for or reserved on the Company's balance
          sheets included


                                       18



          in the Audited Financial Statements or the Unaudited Financial
          Statements, whether asserted or unasserted, contingent or otherwise,
          which is material to the Company, other than any liability for unpaid
          Taxes that may have accrued since the end of the most recent fiscal
          year in connection with the operation of the business of the Company
          in the ordinary course of business.

               (vii) The Company has not taken any action and does not know of
          any fact, agreement, plan or other circumstance that is reasonably
          likely to prevent the Merger from qualifying as a reorganization
          within the meaning of Section 368(a) of the Code.

     2.16 Environmental Matters.

          (a) Except as disclosed in Schedule 2.16 hereto and except for such
     matters that, individually or in the aggregate, are not reasonably likely
     to have a Material Adverse Effect: (i) the Company has complied with all
     applicable Environmental Laws; (ii) the properties currently operated by
     the Company (including soils, groundwater, surface water, buildings or
     other structures) have not been contaminated with any Hazardous Substances
     by any action of the Company; (iii) the properties formerly owned by the
     Company were not contaminated with Hazardous Substances during the period
     of ownership or operation by the Company or, to the Company's knowledge,
     during any prior period; (iv) the Company is not subject to liability for
     any Hazardous Substance disposal or contamination on any third party
     property; (v) the Company has not been associated with any release of any
     Hazardous Substance; (vi) the Company has not received any notice, demand,
     letter, claim or request for information alleging that the Company may be
     in violation of or liable under any Environmental Law; and (vii) the
     Company is not subject to any orders, decrees, injunctions or other
     arrangements with any Governmental Entity or subject to any indemnity or
     other agreement with any third party relating to liability under any
     Environmental Law or relating to Hazardous Substances.

          (b) As used in this Agreement, the term "Environmental Law" means any
     federal, state, local or foreign law, regulation, order, decree, permit,
     authorization, opinion, common law or agency requirement relating to: (A)
     the protection, investigation or restoration of the environment, health and
     safety, or natural resources; (B) the handling, use, presence, disposal,
     release or threatened release of any Hazardous Substance or (C) noise,
     odor, wetlands, pollution, contamination or any injury or threat of injury
     to persons or property.

          (c) As used in this Agreement, the term "Hazardous Substance" means
     any substance that is: (i) listed, classified or regulated pursuant to any
     Environmental Law; (ii) any petroleum product or by-product,
     asbestos-containing material, lead-containing paint or plumbing,
     polychlorinated biphenyls, radioactive materials or radon; or (iii) any
     other substance which is the subject of regulatory action by any
     Governmental Entity pursuant to any Environmental Law.


                                       19



     2.17 Brokers; Third Party Expenses. Except as set forth in Schedule 2.17
hereto, the Company has not incurred, nor will it incur, directly or indirectly,
any liability for brokerage, finders' fees, agent's commissions or any similar
charges in connection with this Agreement or any transactions contemplated
hereby. Except pursuant to Section 1.5, and as disclosed in Schedule 2.17
hereto, no shares of common stock, options, warrants or other securities of
either Company or Parent are payable to any third party by Company as a result
of this Merger.

     2.18 Intellectual Property. For the purposes of this Agreement, the
following terms have the following definitions:

     "Intellectual Property" shall mean any or all of the following and all
     worldwide common law and statutory rights in, arising out of, or associated
     therewith: (i) patents and applications therefor and all reissues,
     divisions, renewals, extensions, provisionals, continuations and
     continuations-in-part thereof ("Patents"); (ii) inventions (whether
     patentable or not), invention disclosures, improvements, trade secrets,
     proprietary information, know how, technology, technical data and customer
     lists, and all documentation relating to any of the foregoing; (iii)
     copyrights, copyrights registrations and applications therefor, and all
     other rights corresponding thereto throughout the world; (iv) software and
     software programs; (v) domain names, uniform resource locators and other
     names and locators associated with the Internet (vi) industrial designs and
     any registrations and applications therefor; (vii) trade names, logos,
     common law trademarks and service marks, trademark and service mark
     registrations and applications therefor (collectively, "Trademarks");
     (viii) all databases and data collections and all rights therein; (ix) all
     moral and economic rights of authors and inventors, however denominated,
     and (x) any similar or equivalent rights to any of the foregoing (as
     applicable).

     "Company Intellectual Property" shall mean any Intellectual Property that
     is owned by, or exclusively licensed to, Company, including software and
     software programs developed by or exclusively licensed to the Company
     (specifically excluding any off the shelf or shrink-wrap software).

     "Registered Intellectual Property" means all Intellectual Property that is
     the subject of an application, certificate, filing, registration or other
     document issued, filed with, or recorded by any private, state, government
     or other legal authority.

     "Company Registered Intellectual Property" means all of the Registered
     Intellectual Property owned by, or filed in the name of, Company.

     "Company Products" means all current versions of products or service
     offerings of Company.

          (a) Except as disclosed in Schedule 2.18 hereto, no Company
     Intellectual Property or Company Product is subject to any material
     proceeding or outstanding decree, order, judgment, contract, license,
     agreement or stipulation restricting in any manner the use, transfer or
     licensing thereof by the Company, or which may affect the


                                       20



     validity, use or enforceability of such Company Intellectual Property or
     Company Product, which in any such case could reasonably be expected to
     have a Material Adverse Effect on the Company.

          (b) Except as disclosed in Schedule 2.18 hereto, the Company owns and
     has good and exclusive title to each material item of Company Intellectual
     Property owned by it free and clear of any Liens (excluding non-exclusive
     licenses and related restrictions granted by it in the ordinary course of
     business); and the Company is the exclusive owner of all material
     registered Trademarks used in connection with the operation or conduct of
     the business of the Company including the sale of any products or the
     provision of any services by the Company.

          (c) The operation of the business of the Company as such business
     currently is conducted, including the Company's use of any product, device
     or process, has not and does not infringe or misappropriate the
     Intellectual Property of any third party or constitute unfair competition
     or trade practices under the laws of any jurisdiction.

     2.19 Agreements, Contracts and Commitments.

          (a) Schedule 2.19 hereto sets forth a complete and accurate list of
     all Material Company Contracts (as hereinafter defined), specifying the
     parties thereto. For purposes of this Agreement, (i) the term "Company
     Contracts" shall mean all contracts, agreements, leases, mortgages,
     indentures, notes, bonds, licenses, permits, franchises, purchase orders,
     sales orders, and other understandings, commitments and obligations of any
     kind, whether written or oral, to which the Company is a party or by or to
     which any of the properties or assets of Company may be bound, subject or
     affected (including without limitation notes or other instruments payable
     to the Company) and (ii) the term "Material Company Contracts" shall mean
     (x) each Company Contract that (I) is for services provided to a client or
     (II) is with a subcontractor of the Company, (y) each Company Contract that
     otherwise is or may be material to the businesses, operations, assets,
     condition (financial or otherwise) or prospects of the Company and (z)
     without limitation of subclause (x) or subclause (y), each of the following
     Company Contracts:

               (i) any mortgage, indenture, note, installment obligation or
          other instrument, agreement or arrangement for or relating to any
          borrowing of money by or from the Company and by or to any officer,
          director, stockholder or holder of derivative securities of the
          Company ("Insider");

               (ii) any guaranty, direct or indirect, by the Company, a
          Subsidiary or any Insider of the Company of any obligation for
          borrowings, or otherwise, excluding endorsements made for collection
          in the ordinary course of business;

               (iii) any Company Contract of employment;

               (iv) any Company Contract made other than in the ordinary course
          of business or (x) providing for the grant of any preferential rights
          to purchase or


                                       21



          lease any asset of the Company or (y) providing for any right
          (exclusive or non-exclusive) to sell or distribute, or otherwise
          relating to the sale or distribution of, any product or service of the
          Company;

               (v) any obligation to register any shares of the capital stock or
          other securities of the Company with any Governmental Entity;

               (vi) any obligation to make payments, contingent or otherwise,
          arising out of the prior acquisition of the business, assets or stock
          of other Persons;

               (vii) any collective bargaining agreement with any labor union;

               (viii) any lease or similar arrangement for the use by the
          Company of real property or Personal Property where the annual lease
          payments are greater than $25,000;

               (ix) any Company Contract granting or purporting to grant, or
          otherwise in any way relating to, any mineral rights or any other
          interest (including, without limitation, a leasehold interest) in real
          property; and

               (x) any Company Contract to which any Insider of the Company is a
          party.

          (b) Each Company Contract was entered into at arms' length and in the
     ordinary course, is in full force and effect and is valid and binding upon
     and enforceable against each of the parties thereto. True, correct and
     complete copies of all Material Company Contracts have been heretofore
     delivered or made available to Parent or Parent's counsel.

          (c) Except as set forth in Schedule 2.19, neither the Company nor, to
     the best of Company's knowledge, any other party thereto is in breach of or
     in default under, and no event has occurred which with notice or lapse of
     time or both would become a breach of or default under, any Material
     Company Contract, and no party to any Material Company Contract has given
     any written notice of any claim of any such breach, default or event,
     which, individually or in the aggregate, are reasonably likely to have a
     Material Adverse Effect on the Company. Each Material Company Contract is
     in full force and effect.

     2.20 Insurance. Schedule 2.20 sets forth the Company's insurance policies
and fidelity bonds covering the assets, business, equipment, properties,
operations, employees, officers and directors (collectively, the "Insurance
Policies") of the Company which the Company reasonably believes are adequate in
amount and scope for the Business in which they are engaged.

     2.21 Governmental Actions/Filings. Except as set forth in Schedule 2.21,
the Company has been granted and holds, and has made, all Governmental
Actions/Filings


                                       22



necessary to the conduct by the Company of its business (as presently conducted
and as presently proposed to be conducted) or used or held for use by the
Company, and true, complete and correct copies of which have heretofore been
delivered to Parent. Each such Governmental Action/Filing is in full force and
effect and, except as disclosed in Schedule 2.21 hereto, will not expire prior
to December 31, 2006 (except to the extent such expiration is not reasonably
expected to have a Material Adverse Effect), and the Company is in substantial
compliance with all of its obligations with respect thereto. No event has
occurred and is continuing which requires or permits, or after notice or lapse
of time or both would require or permit, and consummation of the transactions
contemplated by this Agreement or any ancillary documents will not require or
permit (with or without notice or lapse of time, or both), any modification or
termination of any such Governmental Actions/Filings except such events which,
either individually or in the aggregate, would not have a Material Adverse
Effect upon the Company. Except as set forth in Schedule 2.21, no Governmental
Action/Filing is necessary to be obtained, secured or made by the Company to
enable it to continue to conduct its businesses and operations and use its
properties after the Closing in a manner which is consistent with current
practice.

     For purposes of this Agreement, the term "Governmental Action/Filing" shall
mean any franchise, license, certificate of compliance, authorization, consent,
order, permit, approval, consent or other action of, or any filing, registration
or qualification with, any federal, state, municipal, foreign or other
governmental, administrative or judicial body, agency or authority.

     2.22 Interested Party Transactions. Except as set forth in the Schedule
2.22 hereto, no employee, officer, director or stockholder of the Company or a
member of his or her immediate family is indebted to the Company, nor is the
Company indebted (or committed to make loans or extend or guarantee credit) to
any of them, other than (i) for payment of salary for services rendered, (ii)
reimbursement for reasonable expenses incurred on behalf of the Company, and
(iii) for other employee benefits made generally available to all employees.
Except as set forth in Schedule 2.22, to the Company's knowledge, none of such
individuals has any direct or indirect ownership interest in any Person with
whom the Company is affiliated or with whom the Company has a contractual
relationship, or in any Person that competes with the Company, except that each
employee, stockholder, officer or director of Company and members of their
respective immediate families may own less than 5% of the outstanding stock in
publicly traded companies that may compete with Company. Except as set forth in
Schedule 2.22, to the knowledge of the Company, no officer, director or
Stockholder or any member of their immediate families is, directly or
indirectly, interested in any Material Company Contract with the Company (other
than such contracts as relate to any such Person's ownership of capital stock or
other securities of the Company or such Person's employment with the Company).

     2.23 Board Approval. The board of directors of the Company (including any
required committee or subgroup thereof) has, as of the date of this Agreement,
duly approved, subject to the approval of the Company's stockholders, this
Agreement and the transactions contemplated hereby.

     2.24 Stockholder Approval. The shares of Company Common Stock owned by the
Stockholders constitute, in the aggregate, the requisite amount of shares
necessary for the


                                       23



adoption of this Agreement and the approval of the Merger by the stockholders of
the Company in accordance with the DGCL.

     2.25 Representations and Warranties Complete. The representations and
warranties of the Company included in this Agreement and any list, statement,
document or information set forth in, or attached to, any Schedule provided
pursuant to this Agreement or delivered hereunder, are true and complete in all
material respects and do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements contained therein not misleading, under the circumstance under
which they were made.

     2.26 Survival of Representations and Warranties. The representations and
warranties of the Company set forth in this Agreement shall survive the Closing
until the Escrow Termination Date except that the representations and warranties
set forth in Section 2.15 shall survive the Closing until the Tax Escrow
Termination Date.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF PARENT

     Except as set forth in Schedule 3 attached hereto (the "Parent Schedule"),
Parent represents and warrants to, and covenants with, the Company, as follows:

     3.1 Organization and Qualification.

          (a) Parent is a corporation duly incorporated, validly existing and in
     good standing under the laws of the State of Delaware and has the requisite
     corporate power and authority to own, lease and operate its assets and
     properties and to carry on its business as it is now being or currently
     planned by Parent to be conducted. Parent is in possession of all Approvals
     necessary to own, lease and operate the properties it purports to own,
     operate or lease and to carry on its business as it is now being or
     currently planned by Parent to be conducted, except where the failure to
     have such Approvals could not, individually or in the aggregate, reasonably
     be expected to have a Material Adverse Effect on Parent. Complete and
     correct copies of the Charter Documents of Parent, as amended and currently
     in effect, have been heretofore delivered to the Company. Parent is not in
     violation of any of the provisions of the Parent's Charter Documents.

          (b) Parent is duly qualified or licensed to do business as a foreign
     corporation and is in good standing, in each jurisdiction where the
     character of the properties owned, leased or operated by it or the nature
     of its activities makes such qualification or licensing necessary, except
     for such failures to be so duly qualified or licensed and in good standing
     that could not, individually or in the aggregate, reasonably be expected to
     have a Material Adverse Effect on Parent.


                                       24



     3.2 Subsidiaries. Parent has no Subsidiaries and does not own, directly or
indirectly, any ownership, equity, profits or voting interest in any Person or
has any agreement or commitment to purchase any such interest, and Parent has
not agreed and is not obligated to make nor is bound by any written, oral or
other agreement, contract, subcontract, lease, binding understanding,
instrument, note, option, warranty, purchase order, license, sublicense,
insurance policy, benefit plan, commitment or undertaking of any nature, as of
the date hereof or as may hereafter be in effect under which it may become
obligated to make, any future investment in or capital contribution to any other
entity.

     3.3 Capitalization.

          (a) As of the date of this Agreement, the authorized capital stock of
     Parent consists of 30,000,000 shares of common stock, par value $0.0001 per
     share ("Parent Common Stock") and 1,000,000 shares of preferred stock, par
     value $0.0001 per share ("Parent Preferred Stock"), of which 8,300,000
     shares of Parent Common Stock and no shares of Parent Preferred Stock are
     issued and outstanding, all of which are validly issued, fully paid and
     nonassessable. Except as set forth in Schedule 3.3(a), (i) no shares of
     Parent Common Stock or Parent Preferred Stock are reserved for issuance
     upon the exercise of outstanding options to purchase Parent Common Stock or
     Parent Preferred Stock granted to employees of Parent or other parties
     ("Parent Stock Options") and there are no outstanding Parent Stock Options;
     (ii) no shares of Parent Common Stock or Parent Preferred Stock are
     reserved for issuance upon the exercise of outstanding warrants to purchase
     Parent Common Stock or Parent Preferred Stock ("Parent Warrants") and there
     are no outstanding Parent Warrants; and (iii) no shares of Parent Common
     Stock or Parent Preferred Stock are reserved for issuance upon the
     conversion of the Parent Preferred Stock or any outstanding convertible
     notes, debentures or securities ("Parent Convertible Securities"). All
     shares of Parent Common Stock and Parent Preferred Stock subject to
     issuance as aforesaid, upon issuance on the terms and conditions specified
     in the instrument pursuant to which they are issuable, will be duly
     authorized, validly issued, fully paid and nonassessable. All outstanding
     shares of Parent Common Stock and all outstanding Parent Warrants have been
     issued and granted in compliance with (x) all applicable securities laws
     and (in all material respects) other applicable laws and regulations, and
     (y) all requirements set forth in any applicable Parent Contracts (as
     defined in Section 3.19). Parent has heretofore delivered to the Company
     true, complete and accurate copies of the Parent Warrants, including any
     and all documents and agreements relating thereto.

          (b) The shares of Parent Common Stock to be issued by Parent in
     connection with the Merger, upon issuance in accordance with the terms of
     this Agreement, will be duly authorized and validly issued and such shares
     of Parent Common Stock will be fully paid and nonassessable.

          (c) Except as set forth in Schedule 3.3(c) or as contemplated by this
     Agreement or the Parent SEC Reports (as defined in Section 3.7), there are
     no registrations rights, and there is no voting trust, proxy, rights plan,
     antitakeover plan or


                                       25



     other agreements or understandings to which the Parent is a party or by
     which the Parent is bound with respect to any equity security of any class
     of the Parent.

     3.4 Authority Relative to this Agreement. Parent has full corporate power
and authority to: (i) execute, deliver and perform this Agreement, and each
ancillary document that Parent has executed or delivered or is to execute or
deliver pursuant to this Agreement, and (ii) carry out Parent's obligations
hereunder and thereunder and, to consummate the transactions contemplated hereby
(including the Merger). The execution and delivery of this Agreement and the
consummation by Parent of the transactions contemplated hereby (including the
Merger) have been duly and validly authorized by all necessary corporate action
on the part of Parent (including the approval by its Board of Directors), and no
other corporate proceedings on the part of Parent are necessary to authorize
this Agreement or to consummate the transactions contemplated hereby, other than
the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement
has been duly and validly executed and delivered by Parent and, assuming the due
authorization, execution and delivery thereof by the other parties hereto,
constitutes the legal and binding obligation of Parent, enforceable against
Parent in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity.

     3.5 No Conflict; Required Filings and Consents.

          (a) The execution and delivery of this Agreement by Parent do not, and
     the performance of this Agreement by Parent shall not: (i) conflict with or
     violate Parent's Charter Documents, (ii) conflict with or violate any Legal
     Requirements, or (iii) result in any breach of or constitute a default (or
     an event that with notice or lapse of time or both would become a default)
     under, or materially impair Parent's rights or alter the rights or
     obligations of any third party under, or give to others any rights of
     termination, amendment, acceleration or cancellation of, or result in the
     creation of a Lien on any of the properties or assets of Parent pursuant
     to, any Parent Contracts, except, with respect to clauses (ii) or (iii),
     for any such conflicts, violations, breaches, defaults or other occurrences
     that would not, individually and in the aggregate, have a Material Adverse
     Effect on Parent.

          (b) The execution and delivery of this Agreement by Parent do not, and
     the performance of its obligations hereunder will not, require any consent,
     approval, authorization or permit of, or filing with or notification to,
     any Governmental Entity, except (i) for applicable requirements, if any, of
     the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and
     regulations thereunder, and appropriate documents with the relevant
     authorities of other jurisdictions in which Parent is qualified to do
     business, (ii) for the filing of any notifications required under the HSR
     Act and the expiration of the required waiting period thereunder, (iii) the
     qualification of Parent as a foreign corporation in those jurisdictions in
     which the business of the Company makes such qualification necessary, and
     (iv) where the failure to obtain such consents, approvals, authorizations
     or permits, or to make such filings or notifications, would not,
     individually or in the aggregate, reasonably be expected to have a Material
     Adverse Effect on Parent,


                                       26



     or prevent consummation of the Merger or otherwise prevent the parties
     hereto from performing their obligations under this Agreement.

     3.6 Compliance. Parent has complied with, is not in violation of, any Legal
Requirements with respect to the conduct of its business, or the ownership or
operation of its business, except for failures to comply or violations which,
individually or in the aggregate, have not had and are not reasonably likely to
have a Material Adverse Effect on Parent. The business and activities of Parent
have not been and are not being conducted in violation of any Legal
Requirements. Parent is not in default or violation of any term, condition or
provision of its Charter Documents. No written notice of non-compliance with any
Legal Requirements has been received by Parent.

     3.7 SEC Filings; Financial Statements.

          (a) Parent has made available to the Company and the Stockholders a
     correct and complete copy of each report, registration statement and
     definitive proxy statement filed by Parent with the SEC (the "Parent SEC
     Reports"), which are all the forms, reports and documents required to be
     filed by Parent with the SEC prior to the date of this Agreement. As of
     their respective dates the Parent SEC Reports: (i) were prepared in
     accordance and complied in all material respects with the requirements of
     the Securities Act or the Exchange Act, as the case may be, and the rules
     and regulations of the SEC thereunder applicable to such Parent SEC
     Reports, and (ii) did not at the time they were filed (and if amended or
     superseded by a filing prior to the date of this Agreement then on the date
     of such filing and as so amended or superseded) contain any untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary in order to make the statements therein, in
     light of the circumstances under which they were made, not misleading.
     Except to the extent set forth in the preceding sentence, Parent makes no
     representation or warranty whatsoever concerning the Parent SEC Reports as
     of any time other than the time they were filed.

          (b) Each set of financial statements (including, in each case, any
     related notes thereto) contained in Parent SEC Reports, including each
     Parent SEC Report filed after the date hereof until the Closing, complied
     or will comply as to form in all material respects with the published rules
     and regulations of the SEC with respect thereto, was or will be prepared in
     accordance with U.S. GAAP applied on a consistent basis throughout the
     periods involved (except as may be indicated in the notes thereto or, in
     the case of unaudited statements, do not contain footnotes as permitted by
     Form 10-QSB of the Exchange Act) and each fairly presents or will fairly
     present in all material respects the financial position of Parent at the
     respective dates thereof and the results of its operations and cash flows
     for the periods indicated, except that the unaudited interim financial
     statements were, are or will be subject to normal adjustments which were
     not or are not expected to have a Material Adverse Effect on Parent taken
     as a whole.

     3.8 No Undisclosed Liabilities. Parent has no liabilities (absolute,
accrued, contingent or otherwise) of a nature required to be disclosed on a
balance sheet or in the related notes to the financial statements included in
Parent SEC Reports which are, individually or in


                                       27



the aggregate, material to the business, results of operations or financial
condition of Parent, except (i) liabilities provided for in or otherwise
disclosed in Parent SEC Reports filed prior to the date hereof, and (ii)
liabilities incurred since September 30, 2005 in the ordinary course of
business, none of which would have a Material Adverse Effect on Parent.

     3.9 Absence of Certain Changes or Events. Except as set forth in Parent SEC
Reports filed prior to the date of this Agreement, and except as contemplated by
this Agreement, since September 30, 2005, there has not been: (i) any Material
Adverse Effect on Parent, (ii) any declaration, setting aside or payment of any
dividend on, or other distribution (whether in cash, stock or property) in
respect of, any of Parent's capital stock, or any purchase, redemption or other
acquisition by Parent of any of Parent's capital stock or any other securities
of Parent or any options, warrants, calls or rights to acquire any such shares
or other securities, (iii) any split, combination or reclassification of any of
Parent's capital stock, (iv) any granting by Parent of any increase in
compensation or fringe benefits, except for normal increases of cash
compensation in the ordinary course of business consistent with past practice,
or any payment by Parent of any bonus, except for bonuses made in the ordinary
course of business consistent with past practice, or any granting by Parent of
any increase in severance or termination pay or any entry by Parent into any
currently effective employment, severance, termination or indemnification
agreement or any agreement the benefits of which are contingent or the terms of
which are materially altered upon the occurrence of a transaction involving
Parent of the nature contemplated hereby, (v) entry by Parent into any licensing
or other agreement with regard to the acquisition or disposition of any
Intellectual Property other than licenses in the ordinary course of business
consistent with past practice or any amendment or consent with respect to any
licensing agreement filed or required to be filed by Parent with respect to any
Governmental Entity, (vi) any material change by Parent in its accounting
methods, principles or practices, except as required by concurrent changes in
U.S. GAAP, (vii) any change in the auditors of Parent, (vii) any issuance of
capital stock of Parent, or (viii) any revaluation by Parent of any of its
assets, including, without limitation, writing down the value of capitalized
inventory or writing off notes or accounts receivable or any sale of assets of
Parent other than in the ordinary course of business.

     3.10 Litigation. There are no claims, suits, actions or proceedings pending
or to Parent's knowledge, threatened against Parent, before any court,
governmental department, commission, agency, instrumentality or authority, or
any arbitrator.

     3.11 Employee Benefit Plans. Except as may be contemplated by the Parent
Plan (as defined in Section 5.1(a)), Parent does not maintain, and has no
liability under, any Plan, and neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will (i)
result in any payment (including severance, unemployment compensation, golden
parachute, bonus or otherwise) becoming due to any stockholder, director or
employee of Parent, or (ii) result in the acceleration of the time of payment or
vesting of any such benefits.

     3.12 Labor Matters. Parent is not a party to any collective bargaining
agreement or other labor union contract applicable to persons employed by
Parent, nor does Parent know of any activities or proceedings of any labor union
to organize any such employees.


                                       28



     3.13 Business Activities. Since its organization, Parent has not conducted
any business activities other than activities directed toward the accomplishment
of a business combination. Except as set forth in the Parent Charter Documents,
there is no agreement, commitment, judgment, injunction, order or decree binding
upon Parent or to which Parent is a party which has or could reasonably be
expected to have the effect of prohibiting or materially impairing any business
practice of Parent, any acquisition of property by Parent or the conduct of
business by Parent as currently conducted other than such effects, individually
or in the aggregate, which have not had and could not reasonably be expected to
have, a Material Adverse Effect on Parent.

     3.14 Title to Property. Parent does not own or lease any real property or
Personal Property. Except as set forth in Schedule 3.14, there are no options or
other contracts under which Parent has a right or obligation to acquire or lease
any interest in real property or Personal Property.

     3.15 Taxes. Except as set forth in Schedule 3.15 hereto:

          (a) Parent has timely filed all Returns required to be filed by Parent
     with any Tax authority prior to the date hereof, except such Returns which
     are not material to Parent. All such Returns are true, correct and complete
     in all material respects. Parent has paid all Taxes shown to be due on such
     Returns.

          (b) All Taxes that Parent is required by law to withhold or collect
     have been duly withheld or collected, and have been timely paid over to the
     proper governmental authorities to the extent due and payable.

          (c) Parent has not been delinquent in the payment of any material Tax
     nor is there any material Tax deficiency outstanding, proposed or assessed
     against Parent, nor has Parent executed any unexpired waiver of any statute
     of limitations on or extending the period for the assessment or collection
     of any Tax.

          (d) No audit or other examination of any Return of Parent by any Tax
     authority is presently in progress, nor has Parent been notified of any
     request for such an audit or other examination.

          (e) No adjustment relating to any Returns filed by Parent has been
     proposed in writing, formally or informally, by any Tax authority to Parent
     or any representative thereof.

          (f) Parent has no liability for any material unpaid Taxes which have
     not been accrued for or reserved on Parent's balance sheets included in the
     audited financial statements for the most recent fiscal year ended, whether
     asserted or unasserted, contingent or otherwise, which is material to
     Parent, other than any liability for unpaid Taxes that may have accrued
     since the end of the most recent fiscal year in connection with the
     operation of the business of Parent in the ordinary course of business,
     none of which is material to the business, results of operations or
     financial condition of Parent.


                                       29



          (g) Parent has not taken any action and does not know of any fact,
     agreement, plan or other circumstance that is reasonably likely to prevent
     the Merger from qualifying as a reorganization within the meaning of
     Section 368(a) of the Code.

     3.16 Environmental Matters. Except for such matters that, individually or
in the aggregate, are not reasonably likely to have a Material Adverse Effect:
(i) Parent has complied with all applicable Environmental Laws; (ii) Parent is
not subject to liability for any Hazardous Substance disposal or contamination
on any third party property; (iii) Parent has not been associated with any
release or threat of release of any Hazardous Substance; (iv) Parent has not
received any notice, demand, letter, claim or request for information alleging
that Parent may be in violation of or liable under any Environmental Law; and
(v) Parent is not subject to any orders, decrees, injunctions or other
arrangements with any Governmental Entity or subject to any indemnity or other
agreement with any third party relating to liability under any Environmental Law
or relating to Hazardous Substances.

     3.17 Brokers. Parent has not incurred, nor will it incur, directly or
indirectly, any liability for brokerage or finders' fees or agent's commissions
or any similar charges in connection with this Agreement or any transaction
contemplated hereby.

     3.18 Intellectual Property. Parent does not own, license or otherwise have
any right, title or interest in any Intellectual Property or Registered
Intellectual Property.

     3.19 Agreements, Contracts and Commitments.

          (a) Except as set forth in the Parent SEC Reports filed prior to the
     date of this Agreement, there are no contracts, agreements, leases,
     mortgages, indentures, notes, bonds, liens, license, permit, franchise,
     purchase orders, sales orders or other understandings, commitments or
     obligations (including without limitation outstanding offers or proposals)
     of any kind, whether written or oral, to which Parent is a party or by or
     to which any of the properties or assets of Parent may be bound, subject or
     affected, which either (a) creates or imposes a liability greater than
     $25,000, or (b) may not be cancelled by Parent on less than 30 days' or
     less prior notice ("Parent Contracts"). All Parent Contracts are listed in
     Schedule 3.19 other than those that are exhibits to the Parent SEC Reports.

          (b) Each Parent Contract was entered into at arms' length and in the
     ordinary course, is in full force and effect and is valid and binding upon
     and enforceable against each of the parties thereto. True, correct and
     complete copies of all Parent Contracts (or written summaries in the case
     of oral Parent Contracts) and of all outstanding offers or proposals of
     Parent have been heretofore delivered to the Company.

          (c) Neither Parent nor, to the knowledge of Parent, any other party
     thereto is in breach of or in default under, and no event has occurred
     which with notice or lapse of time or both would become a breach of or
     default under, any Parent Contract, and no party to any Parent Contract has
     given any written notice of any claim of any such breach, default or event,
     which, individually or in the aggregate, are reasonably likely to


                                       30



     have a Material Adverse Effect on Parent. Each agreement, contract or
     commitment to which Parent is a party or by which it is bound that has not
     expired by its terms is in full force and effect, except where such failure
     to be in full force and effect is not reasonably likely to have a Material
     Adverse Effect on Parent.

     3.20 Insurance. Except for directors' and officers' liability insurance,
Parent does not maintain any Insurance Policies.

     3.21 Interested Party Transactions. Except as set forth in the Parent SEC
Reports filed prior to the date of this Agreement, no employee, officer,
director or stockholder of Parent or a member of his or her immediate family is
indebted to Parent nor is Parent indebted (or committed to make loans or extend
or guarantee credit) to any of them, other than reimbursement for reasonable
expenses incurred on behalf of Parent. To Parent's knowledge, none of such
individuals has any direct or indirect ownership interest in any Person with
whom Parent is affiliated or with whom Parent has a material contractual
relationship, or any Person that competes with Parent, except that each
employee, stockholder, officer or director of Parent and members of their
respective immediate families may own less than 5% of the outstanding stock in
publicly traded companies that may compete with Parent. To Parent's knowledge,
no officer, director or stockholder or any member of their immediate families
is, directly or indirectly, interested in any material contract with Parent
(other than such contracts as relate to any such individual ownership of capital
stock or other securities of Parent).

     3.22 Indebtedness. Parent has no indebtedness for borrowed money.

     3.23 Over-the-Counter Bulletin Board Quotation. Parent Common Stock is
quoted on the Over-the-Counter Bulletin Board ("OTC BB"). There is no action or
proceeding pending or, to Parent's knowledge, threatened against Parent by
Nasdaq or NASD, Inc. ("NASD") with respect to any intention by such entities to
prohibit or terminate the quotation of Parent Common Stock on the OTC BB.

     3.24 Board Approval. The Board of Directors of Parent (including any
required committee or subgroup of the Board of Directors of Parent) has, as of
the date of this Agreement, unanimously (i) declared the advisability of the
Merger and approved this Agreement and the transactions contemplated hereby,
(ii) determined that the Merger is in the best interests of the stockholders of
Parent, and (iii) determined that the fair market value of the Company is equal
to at least 80% of Parent's net assets.

     3.25 Trust Fund. As of the date hereof and at the Closing Date, Parent has
and will have no less than $36,353,000 invested in United States Government
securities in a trust account administered by Continental Stock Transfer and
Trust Company (the "Trust Fund"), less such amounts, if any, as Parent is
required to pay to stockholders who elect to have their shares converted to cash
in accordance with the provisions of Parent's Charter Documents.

     3.26 Governmental Filings. Except as set forth in Schedule 3.26, Parent has
been granted and holds, and has made, all Governmental Actions/Filings necessary
to the conduct by


                                       31



Parent of its business (as presently conducted) or used or held for use by
Parent, and true, complete and correct copies of which have heretofore been
delivered to the Company. Each such Governmental Action/Filing is in full force
and effect and, except as disclosed in Schedule 3.26, will not expire prior to
December 31, 2006, and Parent is in compliance with all of its obligations with
respect thereto. No event has occurred and is continuing which requires or
permits, or after notice or lapse of time or both would require or permit, and
consummation of the transactions contemplated by this Agreement or any ancillary
documents will not require or permit (with or without notice or lapse of time,
or both), any modification or termination of any such Governmental
Actions/Filings except such events which, either individually or in the
aggregate, would not have a Material Adverse Effect upon Parent.

     3.27 Representations and Warranties Complete. The representations and
warranties of Parent included in this Agreement and any list, statement,
document or information set forth in, or attached to, any Schedule provided
pursuant to this Agreement or delivered hereunder, are true and complete in all
material respects and do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements contained therein not misleading, under the circumstance under
which they were made.

     3.28 Survival of Representations and Warranties. The representations and
warranties of Parent set forth in this Agreement shall survive until the
Closing.

                                   ARTICLE IV

                       CONDUCT PRIOR TO THE EFFECTIVE TIME

     4.1 Conduct of Business by Company and Parent. During the period from the
date of this Agreement and continuing until the earlier of the termination of
this Agreement pursuant to its terms or the Closing, each of the Company and
Parent shall, except to the extent that the other party shall otherwise consent
in writing, carry on its business in the usual, regular and ordinary course
consistent with past practices, in substantially the same manner as heretofore
conducted and in compliance with all applicable laws and regulations (except
where noncompliance would not have a Material Adverse Effect), pay its debts and
taxes when due subject to good faith disputes over such debts or taxes, pay or
perform other material obligations when due, and use its commercially reasonable
efforts consistent with past practices and policies to (i) preserve
substantially intact its present business organization, (ii) keep available the
services of its present officers and employees and (iii) preserve its
relationships with customers, suppliers, distributors, licensors, licensees, and
others with which it has significant business dealings. In addition, except as
required or permitted by the terms of this Agreement or set forth in Schedule
4.1 hereto, without the prior written consent of the other party, during the
period from the date of this Agreement and continuing until the earlier of the
termination of this Agreement pursuant to its terms or the Closing, each of the
Company and Parent shall not do any of the following:

          (a) Waive any stock repurchase rights, accelerate, amend or (except as
     specifically provided for herein) change the period of exercisability of
     options or


                                       32



     restricted stock, or reprice options granted under any employee,
     consultant, director or other stock plans or authorize cash payments in
     exchange for any options granted under any of such plans;

          (b) Grant any severance or termination pay to any officer or employee
     except pursuant to applicable law, written agreements outstanding, or
     policies existing on the date hereof and as previously or concurrently
     disclosed in writing or made available to the other party, or adopt any new
     severance plan, or amend or modify or alter in any manner any severance
     plan, agreement or arrangement existing on the date hereof;

          (c) Transfer or license to any person or otherwise extend, amend or
     modify any material rights to any Intellectual Property of the Company or
     Parent, as applicable, or enter into grants to transfer or license to any
     person future patent rights, other than in the ordinary course of business
     consistent with past practices provided that in no event shall the Company
     or Parent license on an exclusive basis or sell any Intellectual Property
     of the Company, or Parent as applicable;

          (d) Declare, set aside or pay any dividends on or make any other
     distributions (whether in cash, stock, equity securities or property) in
     respect of any capital stock or split, combine or reclassify any capital
     stock or issue or authorize the issuance of any other securities in respect
     of, in lieu of or in substitution for any capital stock;

          (e) Purchase, redeem or otherwise acquire, directly or indirectly, any
     shares of capital stock of the Company and Parent, as applicable, including
     repurchases of unvested shares at cost in connection with the termination
     of the relationship with any employee or consultant pursuant to agreements
     in effect on the date hereof;

          (f) Issue, deliver, sell, authorize, pledge or otherwise encumber, or
     agree to any of the foregoing with respect to, any shares of capital stock
     or any securities convertible into or exchangeable for shares of capital
     stock, or subscriptions, rights, warrants or options to acquire any shares
     of capital stock or any securities convertible into or exchangeable for
     shares of capital stock, or enter into other agreements or commitments of
     any character obligating it to issue any such shares or convertible or
     exchangeable securities;

          (g) Amend its Charter Documents;

          (h) Acquire or agree to acquire by merging or consolidating with, or
     by purchasing any equity interest in or a portion of the assets of, or by
     any other manner, any business or any corporation, partnership, association
     or other business organization or division thereof, or otherwise acquire or
     agree to acquire any assets which are material, individually or in the
     aggregate, to the business of Parent or the Company as applicable, to the
     extent that the aggregate consideration to be paid with respect thereto is
     in excess of $1,000,000, or enter into any joint ventures, strategic
     partnerships or alliances or other arrangements that provide for
     exclusivity of territory or otherwise restrict such party's ability to
     compete or to offer or sell any products or services;


                                       33



          (i) Sell, lease, license, encumber or otherwise dispose of any
     properties or assets, except (A) sales of inventory in the ordinary course
     of business consistent with past practice, and (B) the sale, lease or
     disposition (other than through licensing) of property or assets that are
     not material, individually or in the aggregate, to the business of such
     party;

          (j) Incur any indebtedness for borrowed money in excess of $1,000,000
     in the aggregate or guarantee any such indebtedness of another person,
     issue or sell any debt securities or options, warrants, calls or other
     rights to acquire any debt securities of Parent or the Company, as
     applicable, enter into any "keep well" or other agreement to maintain any
     financial statement condition or enter into any arrangement having the
     economic effect of any of the foregoing;

          (k) Adopt or amend any employee benefit plan, policy or arrangement,
     any employee stock purchase or employee stock option plan, or enter into
     any employment contract or collective bargaining agreement (other than
     offer letters and letter agreements entered into in the ordinary course of
     business consistent with past practice with employees who are terminable
     "at will"), pay any special bonus or special remuneration to any director
     or employee, or increase the salaries or wage rates or fringe benefits
     (including rights to severance or indemnification) of its directors,
     officers, employees or consultants, except in the ordinary course of
     business consistent with past practices;

          (l) Pay, discharge, settle or satisfy any claims, liabilities or
     obligations (absolute, accrued, asserted or unasserted, contingent or
     otherwise), or litigation (whether or not commenced prior to the date of
     this Agreement) other than the payment, discharge, settlement or
     satisfaction, in the ordinary course of business consistent with past
     practices or in accordance with their terms, or liabilities recognized or
     disclosed in the Unaudited Financial Statements or in the most recent
     financial statements included in the Parent SEC Reports filed prior to the
     date of this Agreement, as applicable, or incurred since the date of such
     financial statements, or waive the benefits of, agree to modify in any
     manner, terminate, release any person from or knowingly fail to enforce any
     confidentiality or similar agreement to which the Company is a party or of
     which the Company is a beneficiary or to which Parent is a party or of
     which Parent is a beneficiary, as applicable;

          (m) Except in the ordinary course of business consistent with past
     practices, modify, amend or terminate any Material Company Contract or
     Parent Contract, as applicable, or waive, delay the exercise of, release or
     assign any material rights or claims thereunder;

          (n) Except as required by U.S. GAAP, revalue any of its assets or make
     any change in accounting methods, principles or practices;

          (o) Except in the ordinary course of business consistent with past
     practices, incur or enter into any agreement, contract or commitment
     requiring such party to pay in excess of $250,000 in any 12 month period;


                                       34



          (p) Engage in any action that could reasonably be expected to cause
     the Merger to fail to qualify as a "reorganization" under Section 368(a) of
     the Code;

          (q) Settle any litigation to which an Insider is a party or where the
     consideration given by the Company is other than monetary;

          (r) Make or rescind any Tax elections that, individually or in the
     aggregate, could be reasonably likely to adversely affect in any material
     respect the Tax liability or Tax attributes of such party, settle or
     compromise any material income tax liability or, except as required by
     applicable law, materially change any method of accounting for Tax purposes
     or prepare or file any Return in a manner inconsistent with past practice;

          (s) Permit any Person to exercise any of its discretionary rights
     under any Plan to provide for the automatic acceleration of any outstanding
     options, the termination of any outstanding repurchase rights or the
     termination of any cancellation rights issued pursuant to such plans;

          (t) Make capital expenditures except in accordance with prudent
     business and operational practices consistent with prior practice;

          (u) Make or omit to take any action which would be reasonably
     anticipated to have a Material Adverse Effect;

          (v) Enter into any transaction with or distribute or advance any
     assets or property to any of its officers, directors, partners,
     stockholders or other affiliates other than the payment of salary and
     benefits in the ordinary course of business consistent with prior practice;
     or

          (w) Agree in writing or otherwise agree, commit or resolve to take any
     of the actions described in Section 4.1 (a) through (v) above.

                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

     5.1 Proxy Statement; Special Meeting.

          (a) As soon as is reasonably practicable after receipt by Parent from
     the Company of all financial and other information relating to the Company
     as Parent may reasonably request for its preparation, Parent shall prepare
     and file with the SEC under the Exchange Act, and with all other applicable
     regulatory bodies, proxy materials for the purpose of soliciting proxies
     from holders of Parent Common Stock to vote in favor of (i) the adoption of
     this Agreement and the approval of the Merger ("Parent Stockholder
     Approval"), (ii) the change of the name of Parent to a name selected
     mutually by Parent and the Company (the "Name Change Amendment"), (iii) an
     increase in the number of authorized shares of Parent Common Stock to
     75,000,000 (the


                                       35



     "Capitalization Amendment"), (iv) an amendment to remove the preamble and
     sections A through D, inclusive of Article Sixth from Parent's Certificate
     of Incorporation from and after the Closing and to redesignate section E of
     Article Sixth as Article Sixth, and (v) the adoption of an Incentive Stock
     Option Plan (the "Parent Plan") at a meeting of holders of Parent Common
     Stock to be called and held for such purpose (the "Special Meeting"). The
     Parent Plan shall provide that an aggregate of no less than 1,140,000
     shares of Parent Common Stock shall be reserved for issuance pursuant to
     the Parent Plan. Such proxy materials shall be in the form of a proxy
     statement to be used for the purpose of soliciting such proxies from
     holders of Parent Common Stock (the "Proxy Statement"). The Company shall
     furnish to Parent all information concerning the Company as Parent may
     reasonably request in connection with the preparation of the Proxy
     Statement. The Company and its counsel shall be given an opportunity to
     review and comment on the preliminary Proxy Statement prior to its filing
     with the SEC. Parent, with the assistance of the Company, shall promptly
     respond to any SEC comments on the Proxy Statement and shall otherwise use
     reasonable best efforts to cause the Proxy Statement to be approved by the
     SEC as promptly as practicable. Parent shall also take any and all actions
     required to satisfy the requirements of the Securities Act and the Exchange
     Act. Prior to the Closing Date, Parent shall use its reasonable best
     efforts to cause the shares of Parent Common Stock to be issued pursuant to
     the Merger to be registered or qualified under all applicable Blue Sky Laws
     of each of the states and territories of the United States in which it is
     believed, based on information furnished by the Company, holders of the
     Company Common Stock reside and in which such registration or qualification
     is required and to take any other such actions that may be necessary to
     enable the Parent Common Stock to be issued pursuant to the Merger in each
     such jurisdiction.

          (b) As soon as practicable following the approval of the Proxy
     Statement by the SEC, Parent shall distribute the Proxy Statement to the
     holders of Parent Common Stock and, pursuant thereto, shall call the
     Special Meeting in accordance with the DGCL and, subject to the other
     provisions of this Agreement, solicit proxies from such holders to vote in
     favor of the adoption of this Agreement and the approval of the Merger and
     the other matters presented to the stockholders of Parent for approval or
     adoption at the Special Meeting, including, without limitation, the matters
     described in Section 5.1(a).

          (c) Parent shall comply with all applicable provisions of and rules
     under the Exchange Act and all applicable provisions of the DGCL in the
     preparation, filing and distribution of the Proxy Statement, the
     solicitation of proxies thereunder, and the calling and holding of the
     Special Meeting. Without limiting the foregoing, Parent shall ensure that
     the Proxy Statement does not, as of the date on which it is first
     distributed to stockholders of Parent, and as of the date of the Special
     Meeting, contain any untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements made, in light of
     the circumstances under which they were made, not misleading (provided that
     Parent shall not be responsible for the accuracy or completeness of any
     information relating to the Company or any other information furnished by
     the Company for inclusion in the Proxy Statement). The Company represents
     and warrants that the information relating to the Company supplied by the
     Company for inclusion in the Proxy Statement will not as of the date on
     which the Proxy


                                       36



     Statement (or any amendment or supplement thereto) is first distributed to
     stockholders of Parent or at the time of the Special Meeting contain any
     statement which, at such time and in light of the circumstances under which
     it is made, is false or misleading with respect to any material fact, or
     omits to state any material fact required to be stated therein or necessary
     in order to make the statement therein not false or misleading.

          (d) Parent, acting through its board of directors, shall include in
     the Proxy Statement the recommendation of its board of directors that the
     holders of Parent Common Stock vote in favor of the adoption of this
     Agreement and the approval of the Merger, and shall otherwise use
     reasonable best efforts to obtain the Parent Stockholder Approval.

     5.2 Directors and Officers of Parent After Merger. Parent shall take all
necessary action so that the persons listed in Schedule 5.2 are elected to the
positions of officers and directors of Parent, as set forth therein, to serve in
such positions effective immediately after the Closing. The Stockholders and
those stockholders of Parent stated to be parties thereto shall enter into a
Voting Agreement in the form of Exhibit D on or before the Closing Date.

     5.3 HSR Act. If required pursuant to the HSR Act, as promptly as
practicable after the date of this Agreement, Parent and the Company shall each
prepare and file the notification required of it thereunder in connection with
the transactions contemplated by this Agreement and shall promptly and in good
faith respond to all information requested of it by the Federal Trade Commission
and Department of Justice in connection with such notification and otherwise
cooperate in good faith with each other and such Governmental Entities. Parent
and the Company shall (a) promptly inform the other of any communication to or
from the Federal Trade Commission, the Department of Justice or any other
Governmental Entity regarding the transactions contemplated by this Agreement,
(b) give the other prompt notice of the commencement of any action, suit,
litigation, arbitration, proceeding or investigation by or before any
Governmental Entity with respect to such transactions and (c) keep the other
reasonably informed as to the status of any such action, suit, litigation,
arbitration, proceeding or investigation. Filing fees with respect to the
notifications required under the HSR Act shall be shared equally by Parent and
the Company.

     5.4 Other Actions.

          (a) At least five (5) days prior to Closing, Parent shall prepare a
     draft Form 8-K announcing the Closing, together with, or incorporating by
     reference, the financial statements prepared by the Company and its
     accountant, and such other information that may be required to be disclosed
     with respect to the Merger in any report or form to be filed with the SEC
     ("Merger Form 8-K"), which shall be in a form reasonably acceptable to the
     Company and in a format acceptable for EDGAR filing. Prior to Closing,
     Parent and the Company shall prepare the press release announcing the
     consummation of the Merger hereunder ("Press Release"). Concurrently with
     the Closing, Parent shall file the Merger Form 8-K with the SEC and
     distribute the Press Release.


                                       37



          (b) The Company and Parent shall further cooperate with each other and
     use their respective reasonable best efforts to take or cause to be taken
     all actions, and do or cause to be done all things, necessary, proper or
     advisable on its part under this Agreement and applicable laws to
     consummate the Merger and the other transactions contemplated hereby as
     soon as practicable, including preparing and filing as soon as practicable
     all documentation to effect all necessary notices, reports and other
     filings and to obtain as soon as practicable all consents, registrations,
     approvals, permits and authorizations necessary or advisable to be obtained
     from any third party (including the respective independent accountants of
     the Company and Parent) and/or any Governmental Entity in order to
     consummate the Merger or any of the other transactions contemplated hereby.
     This obligation shall include, on the part of Parent, sending a termination
     letter to Continental Stock Transfer & Trust Company ("Continental") in
     substantially the form of Exhibit A attached to the Investment Management
     Trust Agreement by and between Parent and Continental dated as of June 24,
     2004. Subject to applicable laws relating to the exchange of information
     and the preservation of any applicable attorney-client privilege,
     work-product doctrine, self-audit privilege or other similar privilege,
     each of the Company and Parent shall have the right to review and comment
     on in advance, and to the extent practicable each will consult the other
     on, all the information relating to such party, that appear in any filing
     made with, or written materials submitted to, any third party and/or any
     Governmental Entity in connection with the Merger and the other
     transactions contemplated hereby. In exercising the foregoing right, each
     of the Company and Parent shall act reasonably and as promptly as
     practicable.

     5.5 Required Information. In connection with the preparation of the Merger
Form 8-K and Press Release, and for such other reasonable purposes, the Company
and Parent each shall, upon request by the other, furnish the other with all
information concerning themselves, their respective directors, officers and
stockholders (including the directors of Parent and the Company to be elected
effective as of the Closing pursuant to Section 5.2 hereof) and such other
matters as may be reasonably necessary or advisable in connection with the
Merger, or any other statement, filing, notice or application made by or on
behalf of the Company and Parent to any third party and/or any Governmental
Entity in connection with the Merger and the other transactions contemplated
hereby. Each party warrants and represents to the other party that all such
information shall be true and correct in all material respects and will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading.

     5.6 Confidentiality; Access to Information.

          (a) Confidentiality. Any confidentiality agreement previously executed
     by the parties shall be superseded in its entirety by the provisions of
     this Agreement. Each party agrees to maintain in confidence any non-public
     information received from the other party, and to use such non-public
     information only for purposes of consummating the transactions contemplated
     by this Agreement. Such confidentiality obligations will not apply to (i)
     information which was known to the one party or their respective agents


                                       38



     prior to receipt from the other party; (ii) information which is or becomes
     generally known; (iii) information acquired by a party or their respective
     agents from a third party who was not bound to an obligation of
     confidentiality; and (iv) disclosure required by law. In the event this
     Agreement is terminated as provided in Article VIII hereof, each party (i)
     will return or cause to be returned to the other all documents and other
     material obtained from the other in connection with the Merger contemplated
     hereby, and (ii) will use its reasonable best efforts to delete from its
     computer systems all documents and other material obtained from the other
     in connection with the Merger contemplated hereby.

          (b) Access to Information.

               (i) The Company will afford Parent and its financial advisors,
          accountants, counsel and other representatives reasonable access
          during normal business hours, upon reasonable notice, to the
          properties, books, records and personnel of the Company during the
          period prior to the Closing to obtain all information concerning the
          business, including the status of business development efforts,
          properties, results of operations and personnel of the Company, as
          Parent may reasonably request. No information or knowledge obtained by
          Parent in any investigation pursuant to this Section 5.6 will affect
          or be deemed to modify any representation or warranty contained herein
          or the conditions to the obligations of the parties to consummate the
          Merger.

               (ii) Parent will afford the Company and its financial advisors,
          underwriters, accountants, counsel and other representatives
          reasonable access during normal business hours, upon reasonable
          notice, to the properties, books, records and personnel of Parent
          during the period prior to the Closing to obtain all information
          concerning the business, including properties, results of operations
          and personnel of Parent, as the Company may reasonably request. No
          information or knowledge obtained by the Company in any investigation
          pursuant to this Section 5.6 will affect or be deemed to modify any
          representation or warranty contained herein or the conditions to the
          obligations of the parties to consummate the Merger.

               (iii) Notwithstanding anything to the contrary contained herein,
          each party hereby agrees that, by proceeding with the Closing, he or
          it shall be conclusively deemed to have waived for all purposes
          hereunder any inaccuracy of representation or breach of warranty by
          another party that is actually known by him or it prior to the
          Closing, including knowledge obtained as a result of a supplement or
          amendment to a Disclosure Schedule (as hereinafter defined) pursuant
          to Section 5.14; provided that no such supplement or amendment shall
          preclude the Company or Parent from terminating this Agreement if the
          Disclosure Schedule, as so supplemented or amended, does not satisfy
          the provisions of Section 6.2(a) or Section 6.3(a), as the case may
          be..


                                       39



     5.7 Public Disclosure. From the date of this Agreement until Closing or
termination, the parties shall cooperate in good faith to jointly prepare all
press releases and public announcements pertaining to this Agreement and the
transactions governed by it, and no party shall issue or otherwise make any
public announcement or communication pertaining to this Agreement or the
transaction without the prior consent of Parent (in the case of the Company and
the Stockholders) or the Company (in the case of Parent), except as required by
any legal requirement or by the rules and regulations of, or pursuant to any
agreement of a stock exchange or trading system. Each party will not
unreasonably withhold approval from the others with respect to any press release
or public announcement. If any party determines with the advice of counsel that
it is required to make this Agreement and the terms of the transaction public or
otherwise issue a press release or make public disclosure with respect thereto,
it shall, at a reasonable time before making any public disclosure, consult with
the other party regarding such disclosure, seek such confidential treatment for
such terms or portions of this Agreement or the transaction as may be reasonably
requested by the other party and disclose only such information as is legally
compelled to be disclosed. This provision will not apply to communications by
any party to its counsel, accountants and other professional advisors.
Notwithstanding the foregoing, the parties hereto agree that Parent will prepare
and file a Current Report on Form 8-K pursuant to the Exchange Act to report the
execution of this Agreement with respect to which the Company may review and
comment upon prior to filing and that any language included in such Current
Report shall be deemed to have been approved by the Company.

     5.8 Reasonable Efforts. Upon the terms and subject to the conditions set
forth in this Agreement, each of the parties agrees to use its commercially
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, and to assist and cooperate with the other parties in doing,
all things necessary, proper or advisable to consummate and make effective, in
the most expeditious manner practicable, the Merger and the other transactions
contemplated by this Agreement, including using commercially reasonable efforts
to accomplish the following: (i) the taking of all reasonable acts necessary to
cause the conditions precedent set forth in Article VI to be satisfied, (ii) the
obtaining of all necessary actions, waivers, consents, approvals, orders and
authorizations from Governmental Entities and the making of all necessary
registrations, declarations and filings (including registrations, declarations
and filings with Governmental Entities, if any) and the taking of all reasonable
steps as may be necessary to avoid any suit, claim, action, investigation or
proceeding by any Governmental Entity, (iii) the obtaining of all consents,
approvals or waivers from third parties required as a result of the transactions
contemplated in this Agreement, (iv) the defending of any suits, claims,
actions, investigations or proceedings, whether judicial or administrative,
challenging this Agreement or the consummation of the transactions contemplated
hereby, including seeking to have any stay or temporary restraining order
entered by any court or other Governmental Entity vacated or reversed and (v)
the execution or delivery of any additional instruments reasonably necessary to
consummate the transactions contemplated by, and to fully carry out the purposes
of, this Agreement. In connection with and without limiting the foregoing,
Parent and its board of directors and the Company and its board of directors
shall, if any state takeover statute or similar statute or regulation is or
becomes applicable to the Merger, this Agreement or any of the transactions
contemplated by this Agreement, use its commercially reasonable efforts to
enable the Merger and the other transactions contemplated


                                       40



by this Agreement to be consummated as promptly as practicable on the terms
contemplated by this Agreement. Notwithstanding anything herein to the contrary,
nothing in this Agreement shall be deemed to require Parent or the Company to
agree to any divestiture by itself or any of its affiliates of shares of capital
stock or of any business, assets or property, or the imposition of any material
limitation on the ability of any of them to conduct their business or to own or
exercise control of such assets, properties and stock.

     5.9 Treatment as a Reorganization. Neither Parent nor the Company nor
Stockholders shall take any action prior to or following the Merger that could
reasonably be expected to cause the Merger to fail to qualify as a
"reorganization" within the meaning of Section 368(a) of the Code.

     5.10 No Parent Common Stock Transactions. Each officer, director and
Stockholder of the Company shall agree that it shall not, prior to December 31,
2007, sell, transfer or otherwise dispose of an interest in any of the shares of
Parent Common Stock it receives as a result of the Merger other than as
permitted pursuant to the Lock-Up Agreement in the form of Exhibit E hereto
executed by such Person prior to or on the Closing Date.

     5.11 Certain Claims.

          (a) As additional consideration for the issuance of Parent Common
     Stock pursuant to this Agreement, each of the Stockholders hereby releases
     and forever discharges, effective as of the Closing Date, the Company and
     its directors, officers, employees and agents, from any and all rights,
     claims, demands, judgments, obligations, liabilities and damages, whether
     accrued or unaccrued, asserted or unasserted, and whether known or unknown
     arising out of or resulting from such Stockholder's (i) status as a holder
     of an equity interest in the Company; and (ii) employment, service,
     consulting or other similar agreement entered into with the Company prior
     to Closing to the extent that the basis for claims under any such agreement
     that survives the Closing arise prior to the Closing, provided, however,
     the foregoing shall not release any obligations of Parent set forth in this
     Agreement.

          (b) As additional consideration for the Stockholders to enter into
     this Agreement, the Company hereby releases and forever discharges,
     effective as of the Closing Date, each of the Stockholders from any and all
     rights, claims, demands, judgments, obligations, liabilities and damages,
     whether accrued or unaccrued, asserted or unasserted, and whether known or
     unknown arising out of or resulting from such Stockholder's employment,
     service, consulting or other similar agreement entered into with the
     Company prior to Closing to the extent that the basis for claims under any
     such agreement that survives the Closing arise prior to the Closing.

     5.12 No Securities Transactions. Neither the Company nor any Stockholder or
any of their affiliates, directly or indirectly, shall engage in any
transactions involving the securities of Parent prior to the time of the making
of a public announcement of the transactions contemplated by this Agreement. The
Company shall use its best efforts to require each of its officers, directors
and employees to comply with the foregoing requirement.


                                       41



     5.13 No Claim Against Trust Fund. The Company and the Stockholders
acknowledge that, if the transactions contemplated by this Agreement are not
consummated by June 30, 2006, Parent will be obligated to return to its
stockholders the amounts being held in the Trust Fund. Accordingly, the Company
and the Stockholders hereby waive all rights against Parent to collect from the
Trust Fund any moneys that may be owed to them by Parent for any reason
whatsoever, including but not limited to a breach of this Agreement by Parent or
any negotiations, agreements or understandings with Parent (other than as a
result of the Merger, pursuant to which the Company would have the right to
collect the monies in the Trust Fund), and will not seek recourse against the
Trust Fund for any reason whatsoever.

     5.14 Disclosure of Certain Matters. Each of Parent and the Company will
provide the other with prompt written notice of any event, development or
condition that (a) would cause any of such party's representations and
warranties to become untrue or misleading or which may affect its ability to
consummate the transactions contemplated by this Agreement, (b) had it existed
or been known on the date hereof would have been required to be disclosed under
this Agreement, (c) gives such party any reason to believe that any of the
conditions set forth in Article VI will not be satisfied, (d) is of a nature
that is or may be materially adverse to the operations, prospects or condition
(financial or otherwise) of the Company, or (e) would require any amendment or
supplement to the Proxy Statement. The parties shall have the obligation to
supplement or amend the Company Schedules and Parent Schedules (the "Disclosure
Schedules") being delivered concurrently with the execution of this Agreement
and annexed hereto with respect to any matter hereafter arising or discovered
which, if existing or known at the date of this Agreement, would have been
required to be set forth or described in the Disclosure Schedules. The
obligations of the parties to amend or supplement the Disclosure Schedules being
delivered herewith shall terminate on the Closing Date. Notwithstanding any such
amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a),
7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties
shall be made with reference to the Disclosure Schedules as they exist at the
time of execution of this Agreement, subject to such anticipated changes as are
set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement
or which are set forth in the Disclosure Schedules as they exist on the date of
this Agreement.

     5.15 Nasdaq Listing. Parent and the Company shall use their reasonable
efforts to obtain the listing for trading on Nasdaq of the Parent Common Stock,
the Units issued in Parent's initial public offering and the class of warrants
included in such Units. If such listing is not obtained by the Closing, the
parties shall continue to use their best efforts after the Closing to obtain
such listing.

     5.16 Further Actions.

          (a) The Company shall use its reasonable efforts to take such actions
     as are necessary to fulfill its obligations under this Agreement and to
     enable Parent to fulfill its obligations hereunder.


                                       42



          (b) Parent shall use its reasonable efforts to take such actions as
     are necessary to fulfill its obligations under this Agreement and to enable
     the Company and the Stockholders to fulfill their obligations hereunder.

     5.17 No Solicitation.

          (a) The Company will not, and will cause its Affiliates, employees,
     agents and representatives not to, directly or indirectly, solicit or enter
     into discussions or transactions with, or encourage, or provide any
     information to, any corporation, partnership or other entity or group
     (other than Parent and its designees) concerning any merger, sale of
     ownership interests and/or assets of the Company, recapitalization or
     similar transaction.

          (b) Parent will not, and will cause its employees, agents and
     representatives not to, directly or indirectly, solicit or enter into
     discussions or transactions with, or encourage, or provide any information
     to, any corporation, partnership or other entity or group (other than the
     Company and its designees) concerning any merger, purchase of ownership
     interests and/or assets, recapitalization or similar transaction.

     5.18 Charter Protections; Directors' and Officers' Liability Insurance.

          (a) All rights to indemnification for acts or omissions occurring
     through the Closing Date now existing in favor of the current directors and
     officers of Parent as provided in the Charter Documents of Parent or in any
     indemnification agreements shall survive the Merger and shall continue in
     full force and effect in accordance with their terms.

          (b) For a period of six (6) years after the Closing Date, Parent shall
     cause to be maintained in effect the current policies of directors' and
     officers' liability insurance maintained by Parent (or policies of at least
     the same coverage and amounts containing terms and conditions which are no
     less advantageous) with respect to claims arising from facts and events
     that occurred prior to the Closing Date.

          (c) If Parent or any of its successors or assigns (i) consolidates
     with or merges into any other Person and shall not be the continuing or
     surviving entity of such consolidation or merger, or (ii) transfers or
     conveys all or substantially all of its properties and assets to any
     Person, then, in each such case, to the extent necessary, proper provision
     shall be made so that the successors and assigns of Parent assume the
     obligations set forth in this Section 5.18.

          (d) The provisions of this Section 5.18 are intended to be for the
     benefit of, and shall be enforceable by, each Person who will have been a
     director or officer of Parent for all periods ending on or before the
     Closing Date and may not be changed without the consent of Committee
     referred to in Section 2.13(a).


                                       43



     5.19 Insider Loans; Equity Ownership in Subsidiaries. Each Stockholder, at
or prior to Closing, shall (i) repay to the Company any loan by the Company to
such Stockholder and any other amount owed by the Stockholder to the Company;
(ii) cause any guaranty or similar arrangement pursuant to which the Company has
guaranteed the payment or performance of any obligations of such Stockholder to
a third party to be terminated; and (iii) cease to own any direct equity
interests in any Subsidiary of the Company or in any other Person that utilizes
the name "Hill International." The Company shall use its best efforts to enable
the Stockholders to accomplish the foregoing.

                                   ARTICLE VI

                          CONDITIONS TO THE TRANSACTION

     6.1 Conditions to Obligations of Each Party to Effect the Merger. The
respective obligations of each party to this Agreement to effect the Merger
shall be subject to the satisfaction at or prior to the Closing Date of the
following conditions:

          (a) HSR Act; No Order. All specified waiting periods under the HSR Act
     shall have expired and no Governmental Entity shall have enacted, issued,
     promulgated, enforced or entered any statute, rule, regulation, executive
     order, decree, injunction or other order (whether temporary, preliminary or
     permanent) which is in effect and which has the effect of making the Merger
     illegal or otherwise prohibiting consummation of the Merger, substantially
     on the terms contemplated by this Agreement.

          (b) Stockholder Approval. The Parent Stockholder Approval, the Name
     Change Amendment and the Capitalization Amendment shall have been duly
     approved and adopted by the stockholders of Parent by the requisite vote
     under the laws of the State of Delaware and the Parent Charter Documents
     and an executed copy of an amendment to Parent's Certificate of
     Incorporation reflecting the Name Change Amendment and the Capitalization
     Amendment shall have been filed with the Delaware Secretary of State to be
     effective as of the Closing.

          (c) Parent Common Stock. Holders of twenty percent (20%) or more of
     the shares of Parent Common Stock issued in Parent's initial public
     offering of securities and outstanding immediately before the Closing shall
     not have exercised their rights to convert their shares into a pro rata
     share of the Trust Fund in accordance with Parent's Charter Documents.

          (d) Stock Quotation or Listing. The Parent Common Stock at the Closing
     will be quoted on the OTC BB or listed for trading on Nasdaq, if the
     application for such listing is approved, and there will be no action or
     proceeding pending or threatened against Parent by the NASD to prohibit or
     terminate the quotation of Parent Common Stock on the OTC BB or the trading
     thereof on Nasdaq.


                                       44



          (e) Appraisal Rights. Holders of no more than five percent (5%) of the
     shares of any class of securities of the Company outstanding immediately
     before the Effective Time shall have taken action to exercise their
     appraisal rights pursuant to Section 262 of the DGCL.

     6.2 Additional Conditions to Obligations of Company. The obligations of the
Company to consummate and effect the Merger shall be subject to the satisfaction
at or prior to the Closing Date of each of the following conditions, any of
which may be waived, in writing, exclusively by the Company:

          (a) Representations and Warranties. Each representation and warranty
     of Parent contained in this Agreement that is qualified as to materiality
     shall have been true and correct (i) as of the date of this Agreement and
     (ii) subject to the provisions of the last sentence of Section 5.14, and
     except as may be waived by the Company, on and as of the Closing Date with
     the same force and effect as if made on the Closing Date and each
     representation and warranty of Parent contained in this Agreement that is
     not qualified as to materiality shall have been true and correct (iii) as
     of the date of this Agreement and (iv) in all material respects on and as
     of the Closing Date with the same force and effect as if made on the
     Closing Date. The Company shall have received a certificate with respect to
     the foregoing signed on behalf of Parent by an authorized officer of Parent
     ("Parent Closing Certificate").

          (b) Agreements and Covenants. Parent shall have performed or complied
     in all material respects with all agreements and covenants required by this
     Agreement to be performed or complied with by it on or prior to the Closing
     Date, except to the extent that any failure to perform or comply (other
     than a willful failure to perform or comply or failure to perform or comply
     with an agreement or covenant reasonably within the control of Parent) does
     not, or will not, constitute a Material Adverse Effect with respect to
     Parent, and the Parent Closing Certificate shall include a provision to
     such effect.

          (c) No Litigation. No action, suit or proceeding shall be pending or
     threatened before any Governmental Entity which is reasonably likely to (i)
     prevent consummation of any of the transactions contemplated by this
     Agreement, (ii) cause any of the transactions contemplated by this
     Agreement to be rescinded following consummation or (iii) affect materially
     and adversely or otherwise encumber the title of the shares of Parent
     Common Stock to be issued by Parent in connection with the Merger and no
     order, judgment, decree, stipulation or injunction to any such effect shall
     be in effect.

          (d) Consents. Parent shall have obtained all consents, waivers and
     approvals required to be obtained by Parent in connection with the
     consummation of the transactions contemplated hereby, other than consents,
     waivers and approvals the absence of which, either alone or in the
     aggregate, could not reasonably be expected to have a Material Adverse
     Effect on Parent and the Parent Closing Certificate shall include a
     provision to such effect.


                                       45



          (e) Material Adverse Effect. No Material Adverse Effect with respect
     to Parent shall have occurred since the date of this Agreement.

          (f) SEC Compliance. Immediately prior to Closing, Parent shall be in
     compliance with the reporting requirements under the Exchange Act.

          (g) Opinion of Counsel. The Company shall have received from Graubard
     Miller, counsel to Parent, an opinion of counsel in substantially the form
     of Exhibit F annexed hereto, with such changes as Graubard Miller
     reasonably deems appropriate.

          (h) Other Deliveries. At or prior to Closing, Parent shall have
     delivered to the Company (i) copies of resolutions and actions taken by
     Parent's board of directors and stockholders in connection with the
     approval of this Agreement and the transactions contemplated hereunder, and
     (ii) such other documents or certificates as shall reasonably be required
     by the Company and its counsel in order to consummate the transactions
     contemplated hereunder.

          (i) Press Release. Parent shall have delivered the Press Release to
     the Company, in a form reasonably acceptable to the Company.

          (j) Resignations. The persons listed in Schedule 6.2(j) shall have
     resigned from all of their positions and offices with Parent.

          (k) Trust Fund. Parent shall have made appropriate arrangements to
     have the Trust Fund, which shall contain no less than the amount referred
     to in Section 3.25, dispersed to Parent immediately upon the Closing.

     6.3 Additional Conditions to the Obligations of Parent. The obligations of
Parent to consummate and effect the Merger shall be subject to the satisfaction
at or prior to the Closing Date of each of the following conditions, any of
which may be waived, in writing, exclusively by Parent:

          (a) Representations and Warranties. Each representation and warranty
     of the Company contained in this Agreement that is qualified as to
     materiality shall have been true and correct (i) as of the date of this
     Agreement and (ii) subject to the provisions of the last sentence of
     Section 5.14, and except as may be waived by Parent, on and as of the
     Closing Date with the same force and effect as if made on the Closing Date
     and each representation and warranty of the Company contained in this
     Agreement that is not qualified as to materiality shall have been true and
     correct (iii) as of the date of this Agreement and (iv) in all material
     respects on and as of the Closing Date with the same force and effect as if
     made on the Closing Date. Parent shall have received a certificate with
     respect to the foregoing signed on behalf of the Company by an authorized
     officer of Parent ("Company Closing Certificate").

          (b) Agreements and Covenants. The Company and the Stockholders shall
     have performed or complied in all material respects with all agreements and
     covenants


                                       46



     required by this Agreement to be performed or complied with by them at or
     prior to the Closing Date except to the extent that any failure to perform
     or comply (other than a willful failure to perform or comply or failure to
     perform or comply with an agreement or covenant reasonably within the
     control of Company) does not, or will not, constitute a Material Adverse
     Effect on the Company, and the Company Closing Certificate shall include a
     provision to such effect.

          (c) No Litigation. No action, suit or proceeding shall be pending or
     threatened before any Governmental Entity which is reasonably likely to (i)
     prevent consummation of any of the transactions contemplated by this
     Agreement, (ii) cause any of the transactions contemplated by this
     Agreement to be rescinded following consummation or (iii) affect materially
     and adversely the right of Parent to own, operate or control any of the
     assets and operations of the Surviving Corporation following the Merger and
     no order, judgment, decree, stipulation or injunction to any such effect
     shall be in effect.

          (d) Consents. The Company shall have obtained all consents, waivers,
     permits and approvals required to be obtained by the Company in connection
     with the consummation of the transactions contemplated hereby, other than
     consents, waivers and approvals the absence of which, either alone or in
     the aggregate, could not reasonably be expected to have a Material Adverse
     Effect on the Company and the Company Closing Certificate shall include a
     provision to such effect.

          (e) Material Adverse Effect. No Material Adverse Effect with respect
     to the Company shall have occurred since the date of this Agreement.

          (f) Employment Agreements. Employment Agreements between the Company
     and, separately, Irvin Richter, David Richter and Stuart Richter in the
     forms of Exhibit G, Exhibit H and Exhibit I, respectively, shall be in full
     force and effect.

          (g) Opinion of Counsel. Parent shall have received from McCarter &
     English, LLP, counsel to the Company, an opinion of counsel in
     substantially the form of Exhibit J annexed hereto, with such changes as
     McCarter & English, LLP, reasonably deems appropriate.

          (h) Comfort Letters. Parent shall have received "comfort" letters in
     the customary form from BDO Seidman, LLP and Amper, Politziner & Mattia,
     P.C., dated the effective date of distribution of the Proxy Statement and
     the Closing Date (or such other date or dates reasonably acceptable to
     Parent) with respect to certain financial statements and other financial
     information included in the Proxy Statement.

          (i) Voting and Lock-Up Agreements. The Voting Agreement in the form of
     Exhibit D and the Lock-Up Agreements in the form of Exhibit E shall be in
     full force and effect.

          (j) Other Deliveries. At or prior to Closing, the Company shall have
     delivered to Parent: (i) copies of resolutions and actions taken by the
     Company's board


                                       47



     of directors and stockholders in connection with the approval of this
     Agreement and the transactions contemplated hereunder, and (ii) such other
     documents or certificates as shall reasonably be required by Parent and its
     counsel in order to consummate the transactions contemplated hereunder.

          (k) Resignations. The persons listed in Schedule 6.3(k) shall have
     resigned from their positions and offices with the Company.

          (l) Derivative Securities. There shall be outstanding no options,
     warrants or other derivative securities entitling the holders thereof to
     acquire shares of Company Common Stock or other securities of the Company.

          (m) Insider Loans; Equity Ownership in Subsidiaries. All outstanding
     loans to Insiders from the Company shall have been repaid in full; all
     outstanding guaranties and similar arrangements pursuant to which the
     Company has guaranteed the payment or performance of any obligations of any
     Insider to a third party shall have been terminated; and (iii) no Insider
     shall own any direct equity interests in any Subsidiary of the Company or
     in any other Person that utilizes in its name "Hill International."

                                   ARTICLE VII

                                 INDEMNIFICATION

     7.1 Indemnification of Parent.

          (a) Subject to the terms and conditions of this Article VII (including
     without limitation the limitations set forth in Section 7.4), Parent, the
     Company and their respective representatives, successors and permitted
     assigns (the "Parent Indemnitees") shall be indemnified, defended and held
     harmless from and against all Losses asserted against, resulting to,
     imposed upon, or incurred by any Parent Indemnitee by reason of, arising
     out of or resulting from:

               (i) subject to the provisions of Section 5.6(b)(iii), the
          inaccuracy or breach of any representation or warranty of Company
          contained in or made pursuant to this Agreement, any Schedule or any
          certificate delivered by the Company to Parent pursuant to this
          Agreement with respect hereto or thereto in connection with the
          Closing;

               (ii) the non-fulfillment or breach of any covenant or agreement
          of the Company contained in this Agreement;

               (iii) the matters identified with an asterisk in Schedule 2.10 of
          the Company Schedule to the extent not reserved for on the interim
          balance sheet included in the Unaudited Financial Statements;


                                       48



               (iv) the matters referred to in Schedule 2.15 of the Company
          Schedule;

               (v) the failure of the Company to maintain Workers' Compensation
          Insurance in the Commonwealth of Puerto Rico; or

               (vi) the failure to get consent of a contracting party to either
          of the agreements listed on Schedule 2.5 if such consent is required
          to (A) allow the continuation of such agreement following the Merger
          on the same terms as existed immediately prior to the Merger and/or
          (B) waive the right of any contracting party thereto to terminate such
          agreement as a result of the Merger.

          (b) As used in this Article VII, the term "Losses" shall include all
     losses, liabilities, damages, judgments, awards, orders, penalties,
     settlements, costs and expenses (including, without limitation, interest,
     penalties, court costs and reasonable legal fees and expenses) including
     those arising from any demands, claims, suits, actions, costs of
     investigation, notices of violation or noncompliance, causes of action,
     proceedings and assessments whether or not made by third parties or whether
     or not ultimately determined to be valid. Solely for the purpose of
     determining the amount of any Losses (and not for determining any breach)
     for which Parent Indemnitee may be entitled to indemnification pursuant to
     Article VII, any representation or warranty contained in this Agreement
     that is qualified by a term or terms such as "material," "materially," or
     "Material Adverse Effect" shall be deemed made or given without such
     qualification and without giving effect to such words. Notwithstanding the
     foregoing, "Losses" arising from the matters described in Section
     7.1(a)(iii) above shall be limited to the amount of any actual judgment or
     settlement in excess of reserves provided for in the Unaudited Financial
     Statements and shall not include costs, expenses or legal fees incurred in
     connection with such matters by the Company, or, following the Merger, the
     Surviving Company (but would include any of the legal fees of other parties
     ordered or agreed to be paid in such judgment or settlement).

     7.2 Indemnification of Third Party Claims. The indemnification obligations
and liabilities under this Article VII with respect to actions, proceedings,
lawsuits, investigations, demands or other claims brought against Parent by a
Person other than the Company (a "Third Party Claim") shall be subject to the
following terms and conditions:

          (a) Notice of Claim. Parent, acting through the Committee, will give
     the Representative prompt written notice after receiving written notice of
     any Third Party Claim or discovering the liability, obligation or facts
     giving rise to such Third Party Claim (a "Notice of Claim") which Notice of
     Third Party Claim shall set forth (i) a brief description of the nature of
     the Third Party Claim, (ii) the total amount of the actual out-of-pocket
     Loss or the anticipated potential Loss (including any costs or expenses
     which have been or may be reasonably incurred in connection therewith), and
     (iii) whether such Loss may be covered (in whole or in part) under any
     insurance and the estimated amount of such Loss which may be covered under
     such insurance, and the Representative shall be entitled to participate in
     the defense of Third Party Claim at its expense.

          (b) Defense. The Representative shall have the right, at its option
     (subject to the limitations set forth in subsection 7.2(c) below) and at
     its own expense, by written notice to Parent, to assume the entire control
     of, subject to the right of Parent to participate (at its expense and with
     counsel of its choice) in, the defense, compromise or settlement of the
     Third Party Claim as to which such Notice of Claim has been given, and
     shall be entitled to appoint a recognized and reputable counsel reasonably
     acceptable to


                                       49



     Parent to be the lead counsel in connection with such defense. If the
     Representative is permitted and elects to assume the defense of a Third
     Party Claim:

               (i) the Representative shall diligently and in good faith defend
          such Third Party Claim and shall keep Parent reasonably informed of
          the status of such defense; provided, however, that in the case of any
          settlement providing for remedies other than monetary damages for
          which indemnification is provided, Parent shall have the right to
          approve the settlement, which approval will not be unreasonably
          withheld or delayed; and

               (ii) Parent shall cooperate fully in all respects with the
          Representative in any such defense, compromise or settlement thereof,
          including, without limitation, the selection of counsel, and Parent
          shall make available to the Representative all pertinent information
          and documents under its control.

          (c) Limitations of Right to Assume Defense. The Representative shall
     not be entitled to assume control of such defense if (i) the Third Party
     Claim relates to or arises in connection with any criminal proceeding,
     action, indictment, allegation or investigation; (ii) the Third Party Claim
     seeks an injunction or equitable relief against Parent; or (iii) there is a
     reasonable probability that a Third Party Claim may materially and
     adversely affect Parent other than as a result of money damages or other
     money payments.

          (d) Other Limitations. Failure to give prompt Notice of Claim or to
     provide copies of relevant available documents or to furnish relevant
     available data shall not constitute a defense (in whole or in part) to any
     Third Party Claim by Parent against the Representative and shall not affect
     the Representative's duty or obligations under this Article VII, except to
     the extent (and only to the extent that) such failure shall have adversely
     affected the ability of the Representative to defend against or reduce its
     liability or caused or increased such liability or otherwise caused the
     damages for which the Representative is obligated to be greater than such
     damages would have been had Parent given the Representative prompt notice
     hereunder. So long as the Representative is defending any such action
     actively and in good faith, Parent shall not settle such action. Parent
     shall make available to the Representative all relevant records and other
     relevant materials required by them and in the possession or under the
     control of Parent, for the use of the Representative and its
     representatives in defending any such action, and shall in other respects
     give reasonable cooperation in such defense.

          (e) Failure to Defend. If the Representative, promptly after receiving
     a Notice of Claim, fails to defend such Third Party Claim actively and in
     good faith, Parent will (upon further written notice) have the right to
     undertake the defense, compromise or settlement of such Third Party Claim
     as it may determine in its reasonable discretion, provided that the
     Representative shall have the right to approve any settlement, which
     approval will not be unreasonably withheld or delayed.


                                       50



          (f) Parent's Rights. Anything in this Section 7.3 to the contrary
     notwithstanding, the Representative shall not, without the written consent
     of Parent, settle or compromise any action or consent to the entry of any
     judgment which does not include as an unconditional term thereof the giving
     by the claimant or the plaintiff to Parent of a full and unconditional
     release from all liability and obligation in respect of such action without
     any payment by Parent.

          (g) Representative Consent. Unless the Representative has consented to
     a settlement of a Third Party Claim, the amount of the settlement shall not
     be a binding determination of the amount of the Loss and such amount shall
     be determined in accordance with the provisions of the Escrow Agreement

     7.3 Insurance Effect. To the extent that any Losses that are subject to
indemnification pursuant to this Article VII are covered by insurance, Parent
shall use commercially reasonable efforts to obtain the maximum recovery under
such insurance; provided that Parent shall nevertheless be entitled to bring a
claim for indemnification under this Article VII in respect of such Losses and
the time limitations set forth in Section 7.4 hereof for bringing a claim of
indemnification under this Agreement shall be tolled during the pendency of such
insurance claim. The existence of a claim by Parent for monies from an insurer
or against a third party in respect of any Loss shall not, however, delay any
payment pursuant to the indemnification provisions contained herein and
otherwise determined to be due and owing by the Representative. If Parent has
received the payment required by this Agreement from the Representative in
respect of any Loss and later receives proceeds from insurance or other amounts
in respect of such Loss, then it shall hold such proceeds or other amounts in
trust for the benefit of the Representative and shall pay to the Representative,
as promptly as practicable after receipt, a sum equal to the amount of such
proceeds or other amount received, up to the aggregate amount of any payments
received from the Representative pursuant to this Agreement in respect of such
Loss. Notwithstanding any other provisions of this Agreement, it is the
intention of the parties that no insurer or any other third party shall be (i)
entitled to a benefit it would not be entitled to receive in the absence of the
foregoing indemnification provisions, or (ii) relieved of the responsibility to
pay any claims for which it is obligated.

     7.4 Limitations on Indemnification.

          (a) Survival: Time Limitation. The representations, warranties,
     covenants and agreements in this Agreement or in any writing required to be
     delivered by the Company to Parent in connection with this Agreement
     (including the certificate required to be delivered by the Company pursuant
     to Section 6.3(a)) shall survive the Closing for the period that ends on
     the Escrow Termination Date (the "Survival Period") except that the
     representations and warranties contained in Section 2.15 shall survive the
     Closing for the period that ends on December 31, 2010 (the "Tax Survival
     Period").

          (b) Any claim made by a party hereunder for breach of a representation
     or warranty prior to the termination of the Survival Period shall be
     preserved despite the subsequent termination of the Survival Period and any
     claim set forth in a Notice of


                                       51



     Claim sent prior to the expiration of the Survival Period shall survive
     until final resolution thereof. Except as set forth in the immediately
     preceding sentence, no claim for indemnification under this Article VII
     shall be brought after the end of the Survival Period or the Tax Survival
     Period, as the case may be.

          (c) Deductible. No amount shall be payable under Article VII unless
     and until the aggregate amount of all indemnifiable Losses otherwise
     payable exceeds $500,000 (the "Deductible"), in which event the amount
     payable shall only be the amount in excess of the amount of the Deductible,
     and, subject to the limitations set forth in Section 7.5(c), all future
     amounts that become payable under Section 7.1 from time to time thereafter.
     Notwithstanding the foregoing, the Deductible shall not apply to Losses
     that arise out of a Tax Indemnification Claim or an indemnification claim
     made pursuant to Section 7.1(a)(iii) or Section 7.1(a)(v), all of which
     shall be indemnifiable as to all Losses that so arise from the first dollar
     thereof.

          (d) Aggregate Amount Limitation. The aggregate liability for Losses
     pursuant to Section 7.1 shall not in any event exceed the Escrow Shares and
     Parent shall have no claim against the Company's stockholders other than
     for the Escrow Shares (and any proceeds of the shares or distributions with
     respect to the Escrow Shares).

     7.5 Exclusive Remedy. Parent hereby acknowledges and agrees that, from and
after the Closing, its sole remedy with respect to any and all claims for money
damages arising out of or relating to this Agreement shall be pursuant and
subject to the requirements of the indemnification provisions set forth in this
Article VII. Notwithstanding any of the foregoing, nothing contained in this
Article VII shall in any way impair, modify or otherwise limit Parent's or
Company's right to bring any claim, demand or suit against the other party based
upon such other party's actual fraud or intentional or willful misrepresentation
or omission, it being understood that a mere breach of a representation and
warranty, without intentional or willful misrepresentation or omission, does not
constitute fraud.

     7.6 Adjustment to Merger Consideration. Amounts paid for indemnification
under Article VII shall be deemed to be an adjustment to the value of the shares
of Parent Common Stock issued by Parent as a result of the Merger, except as
otherwise required by Law.

     7.7 Representative Capacities; Application of Escrow Shares. The parties
acknowledge that the Representative's obligations under this Article VII are
solely as a representative of the Company's stockholders in the manner set forth
in the Escrow Agreement with respect to the obligations to indemnify Parent
under this Article VII and that the Representative shall have no personal
responsibility for any expenses incurred by him in such capacity and that all
payments to Parent as a result of such indemnification obligations shall be made
solely from, and to the extent of, the Escrow Shares. Out-of-pocket expenses of
the Representative for attorneys' fees and other costs shall be borne in the
first instance by Parent, which may make a claim for reimbursement thereof
against the Escrow Shares upon the claim with respect to which such expenses are
incurred becoming an Established Claim (as defined in


                                       52



the Escrow Agreement). The parties further acknowledge that all actions to be
taken by Parent pursuant to this Article VII shall be taken on its behalf by the
Committee in accordance with the provisions of the Escrow Agreement. The Escrow
Agent, pursuant to the Escrow Agreement after the Closing, may apply all or a
portion of the Escrow Shares to satisfy any claim for indemnification pursuant
to this Article VII. The Escrow Agent will hold the remaining portion of the
Escrow Shares until final resolution of all claims for indemnification or
disputes relating thereto. Notwithstanding anything to the contrary in this
Agreement or the Escrow Agreement, all Escrow Shares remaining in escrow on
December 31, 2010 shall be released and delivered to the Persons entitled to
them on the following business day.

                                  ARTICLE VIII

                                   TERMINATION

     8.1 Termination. This Agreement may be terminated at any time prior to the
Closing:

          (a) by mutual written agreement of Parent and the Company at any time;

          (b) by either Parent or the Company if the Merger shall not have been
     consummated by June 30, 2006 for any reason; provided, however, that the
     right to terminate this Agreement under this Section 8.1(b) shall not be
     available to any party whose action or failure to act has been a principal
     cause of or resulted in the failure of the Merger to occur on or before
     such date and such action or failure to act constitutes a breach of this
     Agreement;

          (c) by either Parent or the Company if a Governmental Entity shall
     have issued an order, decree or ruling or taken any other action, in any
     case having the effect of permanently restraining, enjoining or otherwise
     prohibiting the Merger, which order, decree, ruling or other action is
     final and nonappealable;

          (d) by the Company, upon a material breach of any representation,
     warranty, covenant or agreement on the part of Parent set forth in this
     Agreement, or if any representation or warranty of Parent shall have become
     untrue, in either case such that the conditions set forth in Article VI
     would not be satisfied as of the time of such breach or as of the time such
     representation or warranty shall have become untrue, provided, that if such
     breach by Parent is curable by Parent prior to the Closing Date, then the
     Company may not terminate this Agreement under this Section 8.1(d) for
     thirty (30) days after delivery of written notice from the Company to
     Parent of such breach, provided Parent continues to exercise commercially
     reasonable efforts to cure such breach (it being understood that the
     Company may not terminate this Agreement pursuant to this Section 8.1(d) if
     it shall have materially breached this Agreement or if such breach by
     Parent is cured during such thirty (30)-day period);


                                       53



          (e) by Parent, upon a material breach of any representation, warranty,
     covenant or agreement on the part of the Company set forth in this
     Agreement, or if any representation or warranty of the Company shall have
     become untrue, in either case such that the conditions set forth in Article
     VI would not be satisfied as of the time of such breach or as of the time
     such representation or warranty shall have become untrue, provided, that if
     such breach is curable by the Company prior to the Closing Date, then
     Parent may not terminate this Agreement under this Section 8.1(e) for
     thirty (30) days after delivery of written notice from Parent to the
     Company of such breach, provided the Company continues to exercise
     commercially reasonable efforts to cure such breach (it being understood
     that Parent may not terminate this Agreement pursuant to this Section
     8.1(e) if it shall have materially breached this Agreement or if such
     breach by the Company is cured during such thirty (30)-day period); or

          (f) by either Parent or the Company, if, at the Special Meeting
     (including any adjournments thereof), this Agreement and the transactions
     contemplated thereby shall fail to be approved and adopted by the
     affirmative vote of the holders of Parent Common Stock required under
     Parent's certificate of incorporation, or the holders of 20% or more of the
     number of shares of Parent Common Stock issued in Parent's initial public
     offering and outstanding as of the date of the record date of the Special
     Meeting exercise their rights to convert the shares of Parent Common Stock
     held by them into cash in accordance with Parent's certificate of
     incorporation.

     8.2 Notice of Termination; Effect of Termination. Any termination of this
Agreement under Section 8.1 above will be effective immediately upon (or, if the
termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso
therein is applicable, thirty (30) days after) the delivery of written notice of
the terminating party to the other parties hereto. In the event of the
termination of this Agreement as provided in Section 8.1, this Agreement shall
be of no further force or effect and the Merger shall be abandoned, except for
and subject to the following: (i) Sections 5.6, 5.13, 8.2 and 8.3 and Article X
(General Provisions) shall survive the termination of this Agreement, and (ii)
nothing herein shall relieve any party from liability for any breach of this
Agreement, including a breach by a party electing to terminate this Agreement
pursuant to Section 8.1(b) caused by the action or failure to act of such party
constituting a principal cause of or resulting in the failure of the Merger to
occur on or before the date stated therein.

     8.3 Fees and Expenses. All fees and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expenses whether or not the Merger is consummated.

                                   ARTICLE IX

                                  DEFINED TERMS


                                       54



     Terms defined in this Agreement are organized alphabetically as follows,
together with the Section and, where applicable, paragraph, number in which
definition of each such term is located:

"AAA"                                        Section 10.12
"Acquisition Proposal"                       Section 5.17
"Affiliate"                                  Section 10.2(f)
"Agreement"                                  Section 1.2
"Approvals"                                  Section 2.1(a)
"Audited Financial Statements"               Section 2.7(a)
"Base Shares"                                Section 1.5(b)
"Basic Indemnity Shares"                     Section 1.11
"Blue Sky Laws"                              Section 1.16(c)
"Capitalization Amendment"                   Section 5.1(a)
"Certificate of Merger"                      Section 1.2
"Charter Documents"                          Section 2.1(a)
"Closing"                                    Section 1.2
"Closing Date"                               Section 1.2
"Code"                                       Recital C
"Company"                                    Heading
"Company Certificates"                       Section 1.5(b)
"Company Closing Certificate"                Section 6.3(a)
"Company Common Stock"                       Section 1.5(a)
"Company Contracts"                          Section 2.19(a)
"Company Intellectual Property"              Section 2.18
"Company Preferred Stock"                    Section 2.3(a)
"Company Products"                           Section 2.18
"Company Registered Intellectual Property"   Section 2.18
"Company Schedule"                           Article II Preamble
"Company Stock Options"                      Section 2.3(a)
"Continental"                                Section 5.4(b)
"Corporate Records"                          Section 2.1(c)
"DGCL"                                       Recital A
"Deductible"                                 Section 7.4(c)
"Disclosure Schedules"                       Section 5.14
"Dissenter"                                  Section 1.17(a)
"Dissenting Shares"                          Section 1.17(b)
"EBIT"                                       Section 1.18(b)
"EBIT Shares"                                Section 1.18(a)
"EBIT Target"                                Section 1.18(c)
"Effect of the Merger"                       Section 1.3
"Effective Time"                             Section 1.2
"Environmental Law"                          Section 2.16(b)
"Escrow Agreement"                           Section 1.11
"Escrow Termination Date"                    Section 1.11
"Escrow Shares"                              Section 1.11


                                       55



"Exchange Act"                               Section 1.11
"Governmental Action/Filing"                 Section 2.21
"Governmental Entity"                        Section 1.13(c)
"Hazardous Substance"                        Section 2.16(c)
"HSR Act"                                    Section 2.5(b)
"Insider"                                    Section 2.19(a)(i)
"Insurance Policies"                         Section 2.20
"Intellectual Property"                      Section 2.18
"Knowledge"                                  Section 10.2(d)
"Legal Requirements"                         Section 10.2(b)
"Lien"                                       Section 10.2(e)
"Losses"                                     Section 7.1(b)
"Material Adverse Effect"                    Section 10.2(a)
"Material Company Contracts"                 Section 2.19(a)
"Merger"                                     Section 1.1
"Merger Form 8-K"                            Section 5.4(a)
"Name Change Amendment"                      Section 5.1(a)
"NASD"                                       Section 3.23
"Notice of Claim"                            Section 7.2(a)
"OTC BB"                                     Section 3.23
"Outstanding Company Stock Number"           Section 1.5(a)
"Parent"                                     Heading
"Parent Closing Certificate"                 Section 6.2(a)
"Parent Common Stock"                        Section 1.5(a)
"Parent Contracts"                           Section 3.19(a)
"Parent Convertible Securities"              Section 3.3(a)
"Parent Indemnitees"                         Section 7.1
"Parent Plan"                                Section 5.1(a)
"Parent Preferred Stock"                     Section 3.3(a)
"Parent SEC Reports"                         Section 3.7(a)
"Parent Schedule"                            Article III Preamble
"Parent Stock Options"                       Section 3.3(a)
"Parent Stockholder Approval"                Section 5.1(a)
"Parent Warrants"                            Section 3.3(a)
"Patents"                                    Section 2.18
"Person"                                     Section 10.2(c)
"Plans"                                      Section 2.11(a)
"Press Release"                              Section 5.4(a)
"Proxy Statement"                            Section 5.1(a)
"Registered Intellectual Property"           Section 2.18
"Representative"                             Section 1.11
"Returns"                                    Section 2.15(b)(i)
"Securities Act"                             Section 1.13(c)
"Special Meeting"                            Section 5.1(a)
"Stockholder/Stockholders"                   Heading
"Subsidiary/Subsidiaries"                    Section 2.2


                                       56



"Survival Period"                            Section 7.4(a)
"Surviving Corporation"                      Section 1.1
"Tax/Taxes"                                  Section 2.15(a)
"Tax Escrow Termination Date"                Section 1.11
"Tax Indemnification Claim"                  Section 1.11
"Tax Indemnity Shares"                       Section 1.11
"Third Party Claim"                          Section 7.2
"Trademarks"                                 Section 2.18
"Trust Fund"                                 Section 3.25
"U.S. GAAP"                                  Section 2.7(a)
"Unaudited Financial Statements"             Section 2.7(b)

                                   ARTICLE X

                               GENERAL PROVISIONS

     10.1 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by commercial
delivery service, or sent via telecopy (receipt confirmed) to the parties at the
following addresses or telecopy numbers (or at such other address or telecopy
numbers for a party as shall be specified by like notice):

     if to Parent, to:

          Arpeggio Acquisition Corporation
          10 East 53rd Street, 35th Floor
          New York, New York 10022
          Attention: Eric Rosenfeld
          Telephone: 212-319-7676
          Telecopy: 212-319-0760

     with a copy to:

          David Alan Miller, Esq.
          Graubard Miller
          405 Lexington Avenue
          New York, New York 10174-1901
          Telephone: 212-818-8661
          Telecopy: 212-818-8881


                                       57



     if to the Company or Stockholders, to:

          Hill International, Inc.
          303 Lippincott Centre
          Marlton, New Jersey 08053
          Attention: Irvin E. Richter and
                     David L. Richter
          Telephone: 856-810-6200
          Telecopy: 856-810-9407

with a copy to:

          McCarter & English, LLP
          245 Park Avenue, 27th Floor
          New York, New York 10167
          Attention: Peter S. Twombly, Esq.
          Telephone: 212-609-6811
          Telecopy: 212-935-1773

     10.2 Interpretation. When a reference is made in this Agreement to an
Exhibit or Schedule, such reference shall be to an Exhibit or Schedule to this
Agreement unless otherwise indicated. When a reference is made in this Agreement
to Sections or subsections, such reference shall be to a Section or subsection
of this Agreement. Unless otherwise indicated the words "include," "includes"
and "including" when used herein shall be deemed in each case to be followed by
the words "without limitation." The table of contents and headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. When reference is made herein
to "the business of" an entity, such reference shall be deemed to include the
business of all direct and indirect Subsidiaries of such entity. Reference to
the Subsidiaries of an entity shall be deemed to include all direct and indirect
Subsidiaries of such entity. For purposes of this Agreement:

          (a) the term "Material Adverse Effect" when used in connection with an
     entity means any change, event, violation, inaccuracy, circumstance or
     effect, individually or when aggregated with other changes, events,
     violations, inaccuracies, circumstances or effects, that is materially
     adverse to the business, assets (including intangible assets), revenues,
     financial condition or results of operations of such entity, it being
     understood that none of the following alone or in combination shall be
     deemed, in and of itself, to constitute a Material Adverse Effect: (i)
     changes attributable to the public announcement or pendency of the
     transactions contemplated hereby, (ii) changes in general national or
     regional economic conditions, or (iii) any SEC rulemaking requiring
     enhanced disclosure of reverse merger transactions with a public shell;

          (b) the term "Legal Requirements" means any federal, state, local,
     municipal, foreign or other law, statute, constitution, principle of common
     law, resolution, ordinance, code, edict, decree, rule, regulation, ruling
     or requirement issued, enacted,


                                       58



     adopted, promulgated, implemented or otherwise put into effect by or under
     the authority of any Governmental Entity and all requirements set forth in
     applicable Company Contracts or Parent Contracts;

          (c) the term "Person" shall mean any individual, corporation
     (including any non-profit corporation), general partnership, limited
     partnership, limited liability partnership, joint venture, estate, trust,
     company (including any limited liability company or joint stock company),
     firm or other enterprise, association, organization, entity or Governmental
     Entity;

          (d) the term "knowledge" means actual knowledge or awareness as to a
     specified fact or event of a Person that is an individual or of an
     executive officer or director of a Person that is a corporation or of a
     Person in a similar capacity of an entity other than a corporation;

          (e) the term "Lien" means any mortgage, pledge, security interest,
     encumbrance, lien, restriction or charge of any kind (including, without
     limitation, any conditional sale or other title retention agreement or
     lease in the nature thereof, any sale with recourse against the seller or
     any Affiliate of the seller, or any agreement to give any security
     interest);

          (f) the term "Affiliate" means, as applied to any Person, any other
     Person directly or indirectly controlling, controlled by or under direct or
     indirect common control with, such Person. For purposes of this definition,
     "control" (including with correlative meanings, the terms "controlling,"
     "controlled by" and "under common control with"), as applied to any Person,
     means the possession, directly or indirectly, of the power to direct or
     cause the direction of the management and policies of such Person, whether
     through the ownership of voting securities, by contract or otherwise; and

          (g) all monetary amounts set forth herein are referenced in United
     States dollars, unless otherwise noted.

     10.3 Counterparts; Facsimile Signatures. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart. Delivery by
facsimile to counsel for the other party of a counterpart executed by a party
shall be deemed to meet the requirements of the previous sentence.

     10.4 Entire Agreement; Third Party Beneficiaries. This Agreement and the
documents and instruments and other agreements among the parties hereto as
contemplated by or referred to herein, including the Schedules hereto (a)
constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof,
it being understood that the letter of intent between Parent and the Company
dated November 16, 2005 is hereby terminated in its entirety and shall be of no
further force and effect; and (b) are not


                                       59



intended to confer upon any other person any rights or remedies hereunder
(except as specifically provided in this Agreement).

     10.5 Severability. In the event that any provision of this Agreement, or
the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with a valid and
enforceable provision that will achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision.

     10.6 Other Remedies; Specific Performance. Except as otherwise provided
herein, any and all remedies herein expressly conferred upon a party will be
deemed cumulative with and not exclusive of any other remedy conferred hereby,
or by law or equity upon such party, and the exercise by a party of any one
remedy will not preclude the exercise of any other remedy. The parties hereto
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to seek an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction, this
being in addition to any other remedy to which they are entitled at law or in
equity.

     10.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of Delaware regardless of the law that
might otherwise govern under applicable principles of conflicts of law thereof.

     10.8 Rules of Construction. The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

     10.9 Assignment. No party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the other parties. Subject to the first sentence of this Section 10.9, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.

     10.10 Amendment. This Agreement may be amended by the parties hereto at any
time by execution of an instrument in writing signed on behalf of each of the
parties.

     10.11 Extension; Waiver. At any time prior to the Closing, any party hereto
may, to the extent legally allowed, (i) extend the time for the performance of
any of the obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the representations and warranties made to such party contained
herein or in any document delivered pursuant hereto and (iii) waive compliance
with any of the agreements or conditions for the benefit of such party


                                       60



contained herein. Any agreement on the part of a party hereto to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party. Delay in exercising any right under this
Agreement shall not constitute a waiver of such right.

     10.12 Arbitration. Any disputes or claims arising under or in connection
with this Agreement or the transactions contemplated hereunder shall be resolved
by binding arbitration. Notice of a demand to arbitrate a dispute by either
party shall be given in writing to the other at their last known address.
Arbitration shall be commenced by the filing by a party of an arbitration demand
with the American Arbitration Association ("AAA") in its office in New York
City, New York. The arbitration and resolution of the dispute shall be resolved
by a single arbitrator appointed by the AAA pursuant to AAA rules. The
arbitration shall in all respects be governed and conducted by applicable AAA
rules, and any award and/or decision shall be conclusive and binding on the
parties. The arbitration shall be conducted in New York City or such other place
as the parties shall agree. The arbitrator shall supply a written opinion
supporting any award, and judgment may be entered on the award in any court of
competent jurisdiction. Each party shall pay its own fees and expenses for the
arbitration, except that any costs and charges imposed by the AAA and any fees
of the arbitrator for his services shall be assessed against the losing party by
the arbitrator. In the event that preliminary or permanent injunctive relief is
necessary or desirable in order to prevent a party from acting contrary to this
Agreement or to prevent irreparable harm prior to a confirmation of an
arbitration award, then either party is authorized and entitled to commence a
lawsuit solely to obtain equitable relief against the other pending the
completion of the arbitration in a court having jurisdiction over the parties.
Each party hereby consents to the exclusive jurisdiction of the federal and
state courts located in the State of New York, New York County, for such
purpose. All rights and remedies of the parties shall be cumulative and in
addition to any other rights and remedies obtainable from arbitration.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]


                                       61



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.

                                          ARPEGGIO ACQUISITION CORPORATION


                                          By: /s/ Eric Rosenfeld
                                              ----------------------------------
                                              Eric Rosenfeld, Chairman, CEO
                                              and President


                                          HILL INTERNATIONAL, INC.


                                          By: /s/ Irvin E. Richter
                                              ----------------------------------
                                              Irvin E. Richter, Chairman and CEO


                                          STOCKHOLDERS:

                                          /s/ Irvin E. Richter
                                          --------------------------------------
                                          Irvin E. Richter

                                          /s/ David L. Richter
                                          --------------------------------------
                                          David L. Richter

                                          /s/ Brady H. Richter
                                          --------------------------------------
                                          Brady H. Richter


                                       62



                         INDEX OF EXHIBITS AND SCHEDULES

Exhibits

Exhibit A - Certificate of Incorporation of Parent

Exhibit B - By-Laws of Parent

Exhibit C - Form of Escrow Agreement

Exhibit D - Form of Voting Agreement

Exhibit E - Form of Lock-Up Agreement

Exhibit F - Form of Opinion of Graubard Miller

Exhibit G - Form of Employment Agreement for Irvin Richter

Exhibit H - Form of Employment Agreement for David Richter

Exhibit I - Form of Employment Agreement for Stuart Richter

Exhibit J - Form of Opinion of McCarter & English, LLP

Schedules

Schedule 1.12   - Affiliates of the Company
Schedule 2      - Company Schedule
Schedule 3      - Parent Schedule
Schedule 4.1    - Permitted Parent and Company Actions
Schedule 5.2    - Directors and Officers of Parent
Schedule 6.2(j) - Parent Resignations
Schedule 6.3(k) - Company Resignations


                                       63



                                  SCHEDULE 1.12
                       RULE 145 AFFILIATES OF THE COMPANY

Directors

Irvin E. Richter
David L. Richter
Brady H. Richter

Officers

Irvin E. Richter          Chairman and Chief Executive Officer
David L. Richter          President and Chief Operating Officer
Frederic Z. Samelian      President, Construction Claims Group
Raouf S. Ghali            President, Project Management Group (International)
Renny Borhan              Senior Vice President
Gail P. Charles           Senior Vice President
Ronald F. Emma            Senior Vice President
Frank J. Giunta           Senior Vice President
Michael V. Griffin        Senior Vice President
Peter F. Nassab           Senior Vice President
James W. Palmer           Senior Vice President & Director, Transportation Group
D. Clarke Pile            Senior Vice President
Alann M. Ramirez          Senior Vice President
Stuart S. Richter         Senior Vice President
Abdo Kardous              Senior Vice President

The inclusion of any Officer on this list is not an admission that such Officer
is in fact an "Affiliate" for the purposes of Rule 145 promulgated under the
Securities Act.

Stockholders

Name               Shares Owned   Percent
----               ------------   -------
Irvin E. Richter     4,000,000     66.7%
David L. Richter     1,000,000     16.7%
Brady H. Richter     1,000,000     16.7%


                                       64



                                   SCHEDULE 2
                                COMPANY SCHEDULE
                       (Information Furnished Separately)

Schedule 2.1  - Organization and Qualification

Schedule 2.2  - Subsidiaries

Schedule 2.3  - Capitalization

Schedule 2.5  - Required Consents

Schedule 2.6  - Compliance

Schedule 2.7  - Financial Statements

Schedule 2.8  - No Undisclosed Liabilities

Schedule 2.9  - Absence of Certain Changes or Events

Schedule 2.10 - Litigation

Schedule 2.11 - Employee Benefit Plans

Schedule 2.13 - Restrictions on Business Activities

Schedule 2.14 - Title to Property

Schedule 2.15 - Taxes

Schedule 2.16 - Environmental Matters

Schedule 2.17 - Brokers; Third Party Expenses

Schedule 2.18 - Intellectual Property

Schedule 2.19 - Agreements, Contracts and Commitments

Schedule 2.20 - Insurance

Schedule 2.21 - Governmental Actions/Filings

Schedule 2.22 - Interested Party Transactions


                                       65



                                   SCHEDULE 3
                                 PARENT SCHEDULE
                       (Information Furnished Separately)

Schedule 3.3  - Capitalization

Schedule 3.14 - Title to Property

Schedule 3.15 - Taxes

Schedule 3.19 - Agreements, Contracts and Commitments

Schedule 3.26 - Governmental Filings


                                       66



                                  SCHEDULE 4.1
                      COMPANY AND PARENT PERMITTED ACTIONS

COMPANY PERMITTED ACTIONS:

4.1(h)  The acquisition of Pickavance Consulting Ltd.

4.1(j)  The refinancing, including any increase of the credit line, with Merrill
        Lynch, or any other lender.

PARENT PERMITTED ACTIONS:

     None


                                       67



                                  SCHEDULE 5.2
                        DIRECTORS AND OFFICERS OF PARENT

Directors

Irvin E. Richter
David L. Richter
Eric Rosenfeld
Arnaud Ajdler
Five persons to be designated pursuant to Voting Agreement

Officers (Senior Vice President and Above)

Irvin E. Richter          Chairman and Chief Executive Officer
David L. Richter          President and Chief Operating Officer
Frederic Z. Samelian      President, Construction Claims Group
Raouf S. Ghali            President, Project Management Group (International)
Renny Borhan              Senior Vice President
Gail P. Charles           Senior Vice President
Ronald F. Emma            Senior Vice President
Frank J. Giunta           Senior Vice President
Michael V. Griffin        Senior Vice President
John W. Herzog            Senior Vice President
Richard W. Lamb           Senior Vice President
Peter F. Nassab           Senior Vice President
James W. Palmer           Senior Vice President & Director, Transportation Group
D. Clarke Pile            Senior Vice President
Alann M. Ramirez          Senior Vice President
Stuart S. Richter         Senior Vice President
William H. Dengler, Jr.   Senior Vice President, General Counsel and Secretary
Erin E. Leschak           Assistant Secretary


                                       68



                                 SCHEDULE 6.2(J)
                               PARENT RESIGNATIONS

All directors of Parent shall resign as directors of Parent effective as of the
Closing Date other than those designated to be directors pursuant to the Voting
Agreement.

All Persons who are officers of Parent immediately prior to the Closing Date
shall resign from their officer positions effective as of the Closing Date.


                                       69



                                 SCHEDULE 6.3(K)
                              COMPANY RESIGNATIONS

Brady H. Richter shall resign as a director of the Company effective as of the
Closing Date.


                                       70