ex10_21.htm


    
      

    

    EXHIBIT
10.21

    
      


      


      
 

      


       

      
        
          

        
  


      


      STOCK
PURCHASE AGREEMENT

      
      

      
      

      
        
          

        

      

      


      


      among

      


      LINCOLN
TECHNICAL INSTITUTE, INC.,

      


      


      NN
ACQUISITION, LLC,

      


      


      BRAD
BARAN,

      


      


      BARBARA
BARAN,

      


      


      UGP
EDUCATION PARTNERS, LLC,

      


      


      UGPE
PARTNERS, INC.

      


      


      and

      


      


      MERION
INVESTMENT PARTNERS, L.P.

      


      


      
        
          

        

      

       

      


      Dated as
of January 20, 2009


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      


      Page

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	ARTICLE
      I     DEFINITIONS
      	 
      
	
                                                     

                                                  	
                                                     

                                                  	 	 
	
                                                     
      

                                                  	
                                                    Section
      1.01

                                                  	
                                                    Certain
      Defined Terms

                                                  	
                                                    2

                                                  
	 
      	
                                                    Section
      1.02

                                                  	
                                                    Definitions

                                                  	
                                                    12

                                                  
	 
      	
                                                    Section
      1.03

                                                  	
                                                    Interpretation
      and Rules of Construction

                                                  	
                                                    13

                                                  
	 	 	 	 
	ARTICLE
      II     PURCHASE
      AND SALE	 
      
	 	 	 	 
	 
      	
                                                    Section
      2.01

                                                  	
                                                    Purchase
      and Sale of the BIT Shares and the HUV Interests

                                                  	
                                                    14

                                                  
	 
      	
                                                    Section
      2.02

                                                  	
                                                    Purchase
      Price

                                                  	
                                                    14

                                                  
	 
      	
                                                    Section
      2.03

                                                  	
                                                    Deliveries
      by the Sellers

                                                  	
                                                    15

                                                  
	 
      	
                                                    Section
      2.04

                                                  	
                                                    Deliveries
      by the Purchaser

                                                  	
                                                    16

                                                  
	 
      	
                                                    Section
      2.05

                                                  	
                                                    Adjustment
      of Purchase Price

                                                  	
                                                    17

                                                  
	 
      	
                                                    Section
      2.06

                                                  	
                                                    Escrow

                                                  	
                                                    19

                                                  
	 
      	
                                                    Section
      2.07

                                                  	
                                                    Withholding

                                                  	
                                                    19

                                                  
	 	 	 	 
	ARTICLE
      III     REPRESENTATIONS
      AND WARRANTIES OF THE SELLERS	 
      
	 	 	 	 
	 
      	
                                                    Section
      3.01

                                                  	
                                                    Organization,
      Authority and Qualification

                                                  	
                                                    20

                                                  
	 
      	
                                                    Section
      3.02

                                                  	
                                                    Subsidiaries

                                                  	
                                                    22

                                                  
	 
      	
                                                    Section
      3.03

                                                  	
                                                    Capitalization

                                                  	
                                                    23

                                                  
	 
      	
                                                    Section
      3.04

                                                  	
                                                    No
      Conflict

                                                  	
                                                    24

                                                  
	 
      	
                                                    Section
      3.05

                                                  	
                                                    Governmental
      Consents and Approvals

                                                  	
                                                    25

                                                  
	 
      	
                                                    Section
      3.06

                                                  	
                                                    Financial
      Information; Books and Records; No Undisclosed Liabilities

                                                  	
                                                    25

                                                  
	 
      	
                                                    Section
      3.07

                                                  	
                                                    Receivables

                                                  	
                                                    26

                                                  
	 
      	
                                                    Section
      3.08

                                                  	
                                                    Conduct
      in the Ordinary Course; Absence of Certain Changes, Events and
      Conditions

                                                  	
                                                    26

                                                  
	 
      	
                                                    Section
      3.09

                                                  	
                                                    Litigation

                                                  	
                                                    29

                                                  
	 
      	
                                                    Section
      3.10

                                                  	
                                                    Compliance
      with Laws

                                                  	
                                                    29

                                                  
	 
      	
                                                    Section
      3.11

                                                  	
                                                    Environmental
      and Other Permits and Licenses; Related Matters

                                                  	
                                                    30

                                                  
	 
      	
                                                    Section
      3.12

                                                  	
                                                    No
      Preferential Rights

                                                  	
                                                    31

                                                  
	 
      	
                                                    Section
      3.13

                                                  	
                                                    Material
      Contracts

                                                  	
                                                    31

                                                  
	 
      	
                                                    Section
      3.14

                                                  	
                                                    Intellectual
      Property

                                                  	
                                                    34

                                                  
	 
      	
                                                    Section
      3.15

                                                  	
                                                    Real
      Property

                                                  	
                                                    34

                                                  
	 
      	
                                                    Section
      3.16

                                                  	
                                                    Tangible
      Personal Property

                                                  	
                                                    36

                                                  
	 
      	
                                                    Section
      3.17

                                                  	
                                                    Employee
      Benefit Matters

                                                  	
                                                    37

                                                  
	 
      	
                                                    Section
      3.18

                                                  	
                                                    Labor
      Matters

                                                  	
                                                    39

                                                  
	 
      	
                                                    Section
      3.19

                                                  	
                                                    Assets

                                                  	
                                                    40

                                                  
	 
      	
                                                    Section
      3.20

                                                  	
                                                    Student
      Lists

                                                  	
                                                    40

                                                  
	 
      	
                                                    Section
      3.21

                                                  	
                                                    Student
      Financial Records

                                                  	
                                                    40

                                                  
	 
      	
                                                    Section
      3.22

                                                  	
                                                    Certain
      Interests

                                                  	
                                                    41

                                                  
	 
      	
                                                    Section
      3.23

                                                  	
                                                    Taxes

                                                  	
                                                    41

                                                  
	 
      	
                                                    Section
      3.24

                                                  	
                                                    Insurance

                                                  	
                                                    42

                                                  


                                             

                                            
                                              
                                                
                                                

                                              

                                              
                                                
                                                

                                                
                                                  

                                                

                                              

                                              
                                                
                                                

                                              

                                            

                                             

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	 
      	
                                                                                                        Section
      3.25

                                                                                                      	
                                                                                                        Educational
      Approvals

                                                                                                      	
                                                                                                        43

                                                                                                      
	 
      	
                                                                                                        Section
      3.26

                                                                                                      	
                                                                                                        Compliance
      with Educational Laws

                                                                                                      	
                                                                                                        43

                                                                                                      
	 
      	
                                                                                                        Section
      3.27

                                                                                                      	
                                                                                                        Employees

                                                                                                      	
                                                                                                        51

                                                                                                      
	 
      	
                                                                                                        Section
      3.28

                                                                                                      	
                                                                                                        Certain
      Business Practices

                                                                                                      	
                                                                                                        52

                                                                                                      
	 
      	
                                                                                                        Section
      3.29

                                                                                                      	
                                                                                                        Brokers

                                                                                                      	
                                                                                                        52

                                                                                                      
	 
      	
                                                                                                        Section
      3.30

                                                                                                      	
                                                                                                        Acquisition
      Obligations

                                                                                                      	
                                                                                                        52

                                                                                                      
	 
      	
                                                                                                        Section
      3.31

                                                                                                      	
                                                                                                        Payment
      Obligations

                                                                                                      	
                                                                                                        52

                                                                                                      
	 
      	
                                                                                                        Section
      3.32

                                                                                                      	
                                                                                                        No
      Other Representations

                                                                                                      	
                                                                                                        52

                                                                                                      
	
                                                                                                         

                                                                                                      	
                                                                                                         

                                                                                                      	 	 
	ARTICLE
      IV     REPRESENTATIONS
      AND WARRANTIES OF PARENT AND THE PURCHASER	 
      
	 	 	 	 
	 
      	
                                                                                                        Section
      4.01

                                                                                                      	
                                                                                                        Organization,
      Authorization and Qualification of the Parent and the
      Purchaser

                                                                                                      	
                                                                                                        52

                                                                                                      
	 
      	
                                                                                                        Section
      4.02

                                                                                                      	
                                                                                                        No
      Conflict

                                                                                                      	
                                                                                                        54

                                                                                                      
	 
      	
                                                                                                        Section
      4.03

                                                                                                      	
                                                                                                        Governmental
      Consents and Approvals

                                                                                                      	
                                                                                                        54

                                                                                                      
	 
      	
                                                                                                        Section
      4.04

                                                                                                      	
                                                                                                        Litigation

                                                                                                      	
                                                                                                        54

                                                                                                      
	 
      	
                                                                                                        Section
      4.05

                                                                                                      	
                                                                                                        Brokers

                                                                                                      	
                                                                                                        54

                                                                                                      
	 
      	
                                                                                                        Section
      4.06

                                                                                                      	
                                                                                                        No
      Other Representations

                                                                                                      	
                                                                                                        54

                                                                                                      
	 	 	 	 
	ARTICLE
      V     ADDITIONAL
      AGREEMENTS	 
      
	 	 	 	 
	 
      	
                                                                                                        Section
      5.01

                                                                                                      	
                                                                                                        Access
      to Information

                                                                                                      	
                                                                                                        55

                                                                                                      
	 
      	
                                                                                                        Section
      5.02

                                                                                                      	
                                                                                                        Regulatory
      and Other Authorizations Post-Closing

                                                                                                      	
                                                                                                        56

                                                                                                      
	 
      	
                                                                                                        Section
      5.03

                                                                                                      	
                                                                                                        Use
      of Intellectual Property

                                                                                                      	
                                                                                                        56

                                                                                                      
	 
      	
                                                                                                        Section
      5.04

                                                                                                      	
                                                                                                        Payments
      on Behalf of Affiliates

                                                                                                      	
                                                                                                        56

                                                                                                      
	 
      	
                                                                                                        Section
      5.05

                                                                                                      	
                                                                                                        Employees

                                                                                                      	
                                                                                                        57

                                                                                                      
	 
      	
                                                                                                        Section
      5.06

                                                                                                      	
                                                                                                        Non-Competition

                                                                                                      	
                                                                                                        57

                                                                                                      
	 
      	
                                                                                                        Section
      5.07

                                                                                                      	
                                                                                                        Payment
      Obligations

                                                                                                      	
                                                                                                        58

                                                                                                      
	 
      	
                                                                                                        Section
      5.08

                                                                                                      	
                                                                                                        Connecticut
      Transfer Act

                                                                                                      	
                                                                                                        58

                                                                                                      
	 
      	
                                                                                                        Section
      5.09

                                                                                                      	
                                                                                                        Reimbursement
      of Restricted Cash

                                                                                                      	
                                                                                                        58

                                                                                                      
	 
      	
                                                                                                        Section
      5.10

                                                                                                      	
                                                                                                        December
      31, 2008 Financials

                                                                                                      	
                                                                                                        58

                                                                                                      
	 
      	
                                                                                                        Section
      5.11

                                                                                                      	
                                                                                                        Further
      Action

                                                                                                      	
                                                                                                        58

                                                                                                      
	 	 	 	 
	ARTICLE
      VI     TAX
      MATTERS	 
      
	 	 	 	 
	 
      	
                                                                                                        Section
      6.01

                                                                                                      	
                                                                                                        Indemnity

                                                                                                      	
                                                                                                        59

                                                                                                      
	 
      	
                                                                                                        Section
      6.02

                                                                                                      	
                                                                                                        Returns
      and Payments

                                                                                                      	
                                                                                                        60

                                                                                                      
	 
      	
                                                                                                        Section
      6.03

                                                                                                      	
                                                                                                        Refunds

                                                                                                      	
                                                                                                        60

                                                                                                      
	 
      	
                                                                                                        Section
      6.04

                                                                                                      	
                                                                                                        Contests

                                                                                                      	
                                                                                                        60

                                                                                                      
	 
      	
                                                                                                        Section
      6.05

                                                                                                      	
                                                                                                        Time
      of Payment

                                                                                                      	
                                                                                                        61

                                                                                                      
	 
      	
                                                                                                        Section
      6.06

                                                                                                      	
                                                                                                        Tax
      Cooperation and Exchange of Information

                                                                                                      	
                                                                                                        62

                                                                                                      
	 
      	
                                                                                                        Section
      6.07

                                                                                                      	
                                                                                                        Conveyance
      Taxes

                                                                                                      	
                                                                                                        62

                                                                                                      
	 
      	
                                                                                                        Section
      6.08

                                                                                                      	
                                                                                                        Amended
      Tax Returns

                                                                                                      	
                                                                                                        63

                                                                                                      
	 
      	
                                                                                                        Section
      6.09

                                                                                                      	
                                                                                                        Tax
      Covenants

                                                                                                      	
                                                                                                        63

                                                                                                      
	 
      	
                                                                                                        Section
      6.10

                                                                                                      	
                                                                                                        Miscellaneous

                                                                                                      	
                                                                                                        63

                                                                                                      
	 	 	 	 
	ARTICLE
      VII     INDEMNIFICATION	 
      
	 	 	 	 
	 
      	
                                                                                                        Section
      7.01

                                                                                                      	
                                                                                                        Survival
      of Representations and Warranties

                                                                                                      	
                                                                                                        64

                                                                                                      
	 
      	
                                                                                                        Section
      7.02

                                                                                                      	
                                                                                                        Indemnification
      by the Sellers

                                                                                                      	
                                                                                                        65

                                                                                                      
	 
      	
                                                                                                        Section
      7.03

                                                                                                      	
                                                                                                        Indemnification
      by the Parent and the Purchaser

                                                                                                      	
                                                                                                        66

                                                                                                      


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
      

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            	 
      	
                                                                                                                    Section
      7.04

                                                                                                                  	
                                                                                                                    Limits
      on Indemnification

                                                                                                                  	
                                                                                                                    67

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.05

                                                                                                                  	
                                                                                                                    Indemnification
      Procedures

                                                                                                                  	
                                                                                                                    67

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.06

                                                                                                                  	
                                                                                                                    Distributions
      from Escrow Account

                                                                                                                  	
                                                                                                                    69

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.07

                                                                                                                  	
                                                                                                                    Mitigation

                                                                                                                  	
                                                                                                                    69

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.08

                                                                                                                  	
                                                                                                                    Sellers’
      Representative

                                                                                                                  	
                                                                                                                    69

                                                                                                                  
	
                                                                                                                     

                                                                                                                  	
                                                                                                                     

                                                                                                                  	 	 
	ARTICLE
      VIII     AMENDMENT
      AND WAIVER	 
      
	 	 	 	 
	 
      	
                                                                                                                    Section
      8.01

                                                                                                                  	
                                                                                                                    Amendment

                                                                                                                  	
                                                                                                                    71

                                                                                                                  
	 
      	
                                                                                                                    Section
      8.02

                                                                                                                  	
                                                                                                                    Waiver

                                                                                                                  	
                                                                                                                    71

                                                                                                                  
	 	 	 	 
	ARTICLE
      IX     GENERAL
      PROVISIONS	 
      
	 	 	 	 
	 
      	
                                                                                                                    Section
      9.01

                                                                                                                  	
                                                                                                                    Expenses

                                                                                                                  	
                                                                                                                    71

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.02

                                                                                                                  	
                                                                                                                    Notices

                                                                                                                  	
                                                                                                                    71

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.03

                                                                                                                  	
                                                                                                                    Public
      Announcements

                                                                                                                  	
                                                                                                                    73

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.04

                                                                                                                  	
                                                                                                                    Severability

                                                                                                                  	
                                                                                                                    73

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.05

                                                                                                                  	
                                                                                                                    Entire
      Agreement

                                                                                                                  	
                                                                                                                    73

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.06

                                                                                                                  	
                                                                                                                    Assignment

                                                                                                                  	
                                                                                                                    74

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.07

                                                                                                                  	
                                                                                                                    No
      Third Party Beneficiaries

                                                                                                                  	
                                                                                                                    74

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.08

                                                                                                                  	
                                                                                                                    Governing
      Law

                                                                                                                  	
                                                                                                                    74

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.09

                                                                                                                  	
                                                                                                                    Waiver
      of Jury Trial

                                                                                                                  	
                                                                                                                    74

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.10

                                                                                                                  	
                                                                                                                    Specific
      Performance

                                                                                                                  	
                                                                                                                    74

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.11

                                                                                                                  	
                                                                                                                    Headings

                                                                                                                  	
                                                                                                                    74

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.12

                                                                                                                  	
                                                                                                                    Counterparts

                                                                                                                  	
                                                                                                                    75

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.13

                                                                                                                  	
                                                                                                                    Exhibits
      and Disclosure Schedule

                                                                                                                  	
                                                                                                                    75

                                                                                                                  


                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
        

      

      
        
          
             


          

          
            iii

            
              

            

          

          
             


          

        

      

         

      STOCK
PURCHASE AGREEMENT (this “Agreement”), dated as
of  January 20, 2009, among LINCOLN TECHNICAL INSTITUTE, INC., a New Jersey
corporation (the “Parent”), NN
ACQUISITION, LLC, a Delaware limited liability company and wholly owned
subsidiary of the Parent (the “Purchaser”), BRAD
BARAN (“Baran”), BARBARA
BARAN, UGP EDUCATION PARTNERS, LLC, a Delaware limited liability company (“UGP”), MERION
INVESTMENT PARTNERS, L.P., a Delaware limited partnership (“Merion”) and UGPE
PARTNERS, INC., a Delaware corporation (“UGPE”; each of Baran,
Barbara Baran, UGP, Merion and UGPE, a “Seller” and
collectively, the “Sellers”).

      


      WHEREAS,
the Sellers own 100% of the issued and outstanding shares (the “BIT Shares”) of
common stock, no par value per share (the “BIT Common Stock”),
of Baran Institute of Technology, Inc., a Connecticut corporation (“BIT”);

      


      WHEREAS,
Baran, UGPE and Merion own 100% of the limited liability company interests (the
“HUV
Interests”) of Hartford Urban Ventures, LLC, a Connecticut limited
liability company (“HUV”);

      


      WHEREAS,
BIT owns 100% of each of Connecticut Culinary Institute, Inc., a Connecticut
corporation (“CCI”), Americare
Acquisition LLC, a Delaware limited liability company (“Americare”), and
Engine City Technical Institute, a New Jersey corporation (“Engine
City”);

      


      WHEREAS,
BIT owns and operates a post-secondary educational institution in Connecticut
with one campus located in East Windsor, Connecticut (the “BIT Institution”),
that is engaged in the business of providing educational services with respect
to, among other things, autobody, automotive, commercial driver’s license
training, motorcycle technology, diesel technology, electrical technology,
heating, ventilation, air conditioning and refrigeration technology and welding
technology (the “BIT
Business”);

      


      WHEREAS,
HUV is engaged in the business of leasing space to the Institutions (the “HUV
Business”);

      


      WHEREAS,
CCI owns and operates a post-secondary educational institution in Connecticut
with two campuses located in Hartford, Connecticut and Suffield, Connecticut
(the “CCI
Institution”), that is engaged in the business of providing educational
services with respect to, among other things, culinary arts (the “CCI
Business”);

      


      WHEREAS,
Americare owns and operates Americare School of Nursing, a post-secondary
educational institution in Florida with two campuses located in Fern Park,
Florida and St. Petersburg, Florida (the “Americare
Institution”), that is engaged in the business of providing educational
services with respect to, among other things, healthcare careers (the “Americare
Business”);

      


      WHEREAS,
Engine City owns and operates a post-secondary educational institution in New
Jersey with one campus located in South Plainfield, New Jersey (the “Engine City
Institution”), that is engaged in the business of providing educational
services with respect to, among other things, diesel mechanics (the “Engine City
Business”);


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      WHEREAS,
the Sellers wish to sell to the Purchaser, and the Purchaser wishes to purchase
from the Sellers, the Shares (as hereinafter defined) and the HUV Interests,
upon the terms and subject to the conditions set forth herein;

      


      WHEREAS,
Baran, UGP, Merion, the Parent and the Purchaser are simultaneously with the
execution of this Agreement entering into a Stock Purchase Agreement (the “Clemens Agreement”)
for the purchase of all of the outstanding stock of Hospitality Acquisition
Corporation (dba Clemens College), a Connecticut corporation (“Clemens”);
and

      


      WHEREAS,
the employees of Educational Properties, LLC are used in connection with the
Businesses and the parties wish to transfer such employees and certain
liabilities in connection therewith to the Purchaser.

      


      NOW,
THEREFORE, in consideration of the premises and the mutual agreements and
covenants hereinafter set forth, the parties hereby agree as
follows:

      


      


      ARTICLE
I

      
      

      DEFINITIONS

      


      Section 1.01   Certain Defined
Terms.  For purposes of this Agreement:

      


      “ABHES” means the
Accrediting Bureau of Health Education Schools.

      


      “Accounting
Principles” means the guidelines, rules and procedures described on Section 1.01(a) of the
Disclosure Schedule.

      


      “Accrediting Body”
means any entity or organization, whether governmental, private or
quasi-private, whether foreign or domestic, which engages in the granting or
withholding of accreditation of post-secondary institutions in accordance with
standards and requirements relating to the performance, operations, financial
condition, and/or academic standards of such institutions, including the ACCSCT,
the ACFF, the ABHES and the ADA.

      


      “ACCSCT” means the
Accrediting Commission of Career Schools and Colleges of
Technology.

      


      “ACFF” means the
American Culinary Federation Foundation.

      


      “Acquisition
Documents” means this Agreement, the Ancillary Agreements and any
certificate, report or other document delivered pursuant to this Agreement or
the transactions contemplated by this Agreement.

      


      “Acquisition
Obligations” means the obligations (financial or otherwise) of BIT under
the Americare Agreement and the Engine City Agreement.

      


      “Action” means any
Claim, action, suit, arbitration, proceeding or investigation by or before any
Governmental Authority or Educational Agency.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      “ADA” means the
American Dental Association.

      


      “Affiliate” means,
with respect to any specified Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, such specified Person.

      


      “Americare Agreement”
means the Asset Purchase Agreement dated August 8, 2007, as amended, by and
among BIT, Americare School of Nursing, Inc., Americare School of Nursing of St.
Pete, LLC Gerald Newman and Americare.

      


      “Ancillary Agreements”
means the Escrow Agreement, the General Release, the Lease and the Assignments
of Lease.

      


      “Assets” means the
assets and properties of the Companies and the Subsidiaries.

      


      “Assignments of Lease”
means the Assignment of Lease with respect to each property set forth on Section 1.01(b) of the
Disclosure Schedule and entered into by the Purchaser and the
entity/entities listed opposite each such property on Section 1.01(b) of the
Disclosure Schedule.

      


      “Business Day” means
any day that is not a Saturday, a Sunday or other day on which banks are
required or authorized by Law to be closed in New York, New York.

      


      “Businesses” means,
collectively, the BIT Business, the HUV Business, the CCI Business, the
Americare Business and the Engine City Business.

      


      “CCI Lease” means the
Lease, dated as of July 12, 2007, by and between Farmington Imlay Associates LLC
and CCI.

      


      “CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended.

      


      “CERCLIS” means the
Comprehensive Environmental Response, Compensation and Liability Information
System, as updated through the Closing.

      


      “Claims” means any and
all administrative, regulatory or judicial actions, suits, demands, demand
letters, claims, liens, notices of noncompliance or violation, investigations,
proceedings, consent orders or consent agreements, but excluding Educational
Claims.

      


      “Closing” means the
closing of the transactions contemplated by this Agreement.

      


      “Closing Balance
Sheet” means the balance sheet (including the related notes and schedules
thereto), dated as of the date hereof, prepared and delivered by the Purchaser
in accordance with Section 2.05 and
setting forth the consolidated Net Working Capital with respect to the Companies
and the Subsidiaries.

      


      “Closing Date” means
the date on which the Closing occurs.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “Code” means the
Internal Revenue Code of 1986, as amended.

      


      “Companies” means,
collectively, BIT and HUV.  Each such company is referred to
individually as a “Company”.

      


      “Companies IP
Licenses” means those (a) licenses of Intellectual Property by any
Company or any Subsidiary or an Affiliate of any Company or any Subsidiary to
third parties, (b) licenses of Intellectual Property by third parties to any
Company or any Subsidiary or an Affiliate of any Company or any Subsidiary and
(c) agreements between any Company or any Subsidiary and third parties relating
to the development or use of Intellectual Property, the development or
transmission of data, or the use, modification, framing, linking advertisement,
or other practices with respect to Internet web sites, in each case, that are
used or held for use in connection with the Businesses.

      


      “Compliance Date”
means January 1, 2005.

      


      “control” (including
the terms “controlled
by” and “under
common control with”), with respect to the relationship between or among
two or more Persons, means the possession, directly or indirectly or as trustee,
personal representative or executor, of the power to direct or cause the
direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee, personal representative or executor,
by contract, credit arrangement or otherwise.

      


      “Conveyance Taxes”
means all sales, use, value-added, transfer, stamp, stock transfer, real
property transfer or gains and similar Taxes and any transfer, recording,
registration and similar fees.

      


      “Current Assets” means
cash, accounts receivable, inventories, prepaid expenses and other assets that
could be converted to cash in less than one year, in accordance with GAAP and
GAGAS.

      


      “Current Liabilities”
means amounts owed for accounts payable, notes payable, line of credit, capital
lease obligations, unearned tuition, student deposits, deferred meal plan,
deferred housing costs, deferred promotional income, accrued expenses, deferred
tax liability and income tax payable and other liabilities that are due within
one year, in accordance with GAAP and GAGAS.

      


      “Disclosure Schedule”
means the Disclosure Schedule, dated as of the date hereof, delivered by the
Sellers to the Purchaser in connection with this Agreement.

      


      “ECAR” means
Eligibility and Certification Approval Report(s) issued to the
Institutions.

      


      “Educational Agency”
means any Person, entity or organization, whether governmental, government
chartered, private, or quasi-private, that engages in granting or withholding
Educational Approvals for, administers financial assistance to or for students
of, or otherwise regulates, private post-secondary schools in accordance with
standards relating to performance, recruiting, operation, financial condition or
academic standards of such schools, including U.S. DOE, any Accrediting Body,
the Commission for Independent Education of the Florida Department of Education,
the State of New Jersey Department of Education and New Jersey Department of
Labor and Workforce Development, the State of Connecticut Board of Governors for
Higher Education, the Immigration and Naturalization Service of the United
States Department of Justice and the Department of Homeland
Security.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      “Educational Approval”
means any license, permit, consent, franchise, approval, authorization,
certificate, U.S. DOE Approval or accreditation issued or required to be issued
by an Educational Agency to an Institution or to any campus or other facility
operated by such Institution with respect to any aspect of such Institution’s
operations subject to the oversight of such Educational Agency.

      


      “Educational Claims”
means any and all administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or violation,
investigations, program reviews, audits, proceedings, consent orders or consent
agreements arising out of the operation of an Institution or the application
thereto of any Educational Law or with respect to any Educational Approval
required to be held by such Institution under any Educational Law.

      


      “Educational Law”
means any Law, regulation or binding standard issued or administered by, or
related to, any Educational Agency.

      


      “Encumbrance” means
any security interest, pledge, hypothecation, mortgage, lien (including
environmental and Tax liens), violation, charge, lease, license, encumbrance,
servient easement, adverse claim, reversion, reverter, preferential arrangement
or restrictive covenant, condition or restriction of any kind, including any
restriction on the use, voting, transfer, receipt of income or other exercise of
any attributes of ownership.

      


      “Engine City
Agreement” means the Stock Purchase Agreement, dated as of April 29,
2008, by and among Daniel Kasper, Engine City and BIT.

      


      “Environment” means
surface waters, groundwaters, sediment, soil, subsurface strata and outdoor or
indoor ambient air.

      


      “Environmental Claims”
means any Claims relating to any Environmental Law or any Environmental Permit,
including (a) any and all Claims by Governmental Authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law and (b) any and all Claims by
any Person seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the
Environment.

      


      “Environmental Laws”
means all Laws and any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent decree or judgment,
relating to the Environment, health, safety, natural resources or Hazardous
Materials, including CERCLA; the Resource Conservation and Recovery Act,
42 U.S.C. § 6901 et seq.; the Hazardous
Materials Transportation Act, 49 U.S.C. § 5101 et seq.; the Clean Water
Act, 33 U.S.C. § 1251 et seq.; the Toxic
Substances Control Act, 15 U.S.C. § 2601 et seq.; the Clean Air
Act, 42 U.S.C. § 7401 et seq.; the Safe
Drinking Water Act, 42 U.S.C. § 300f et seq.; the Atomic
Energy Act, 42 U.S.C. § 2011 et seq.; the Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; and the Federal
Food, Drug and Cosmetic Act, 21 U.S.C. § 301 et
seq.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      “Environmental
Permits” means all permits, approvals, identification numbers, licenses
and other authorizations required under or issued pursuant to any applicable
Environmental Law.

      


      “Escrow Account” means
the account established, designated and maintained by the Escrow Agent pursuant
to the terms of the Escrow Agreement.

      


      “Escrow Agent” means
JPMorgan Chase Bank, National Association.

      


      “Escrow Agreement”
means the Escrow Agreement executed by the Purchaser, the Seller’s
Representative and the Escrow Agent.

      


      “Escrow Amount” means
$2,000,000.

      


      “Estimated Closing Balance
Sheet” means the consolidated balance sheet (including the related notes
and schedules thereto) of the Companies and the Subsidiaries dated as of the
date hereof and prepared and delivered pursuant to Section
2.05(a).

      


      “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

      


      “Excluded Taxes” means
(a) all Income Taxes owed by the Sellers or any of their Affiliates for any
period; (b) all Taxes relating to the Assets or any Company, Subsidiary or
Institution for any Pre-Closing Period, including the portion of a Straddle
Period ending on the Closing Date; (c) Taxes imposed on the Purchaser or
any of its Affiliates or any Company or Subsidiary as a result of any breach by
the Sellers or any of their present or past Affiliates of a warranty or
misrepresentation, or breach of any covenant relating to Taxes; (d) all Taxes
for which the Purchaser, its Affiliates or any Company or Subsidiary is liable
by reason of the Sellers, any Company or any Subsidiary being a member of a
consolidated, combined, unitary, affiliated or similar group that includes any
Person (other than a Company or a Subsidiary) prior to the Closing, by reason of
a Tax sharing, Tax indemnity or similar agreement entered into by any Company,
Subsidiary or any of their present or past Affiliates prior to the Closing
(other than this Agreement) or by reason of transferee or successor Liability
arising in respect of a transaction undertaken by any Company, Subsidiary or any
of their present or past Affiliates prior to the Closing; and (e) fifty percent
(50%) of all Conveyance Taxes payable in connection with the transactions
contemplated by this Agreement.

      


      “GAAP” means United
States generally accepted accounting principles and practices in effect from
time to time applied consistently throughout the periods involved.

      


      “GAGAS” means
generally accepted government auditing standards.

      


      “General Release”
means the General Release and Discharge executed by the
Sellers.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      “Governmental
Authority” means any United States federal, state, local, or similar
government, governmental, regulatory or administrative authority, agency or
commission or any court, tribunal, or judicial or arbitral body, but excluding
any Educational Agency.

      


      “Governmental Order”
means any order, writ, judgment, injunction, decree, stipulation, determination
or award entered by or with any Governmental Authority.

      


      “Hazardous Materials”
means (a) petroleum and petroleum products, radioactive materials,
asbestos-containing materials, mold, urea formaldehyde foam insulation,
transformers or other equipment that contain polychlorinated biphenyls and radon
gas; (b) any other chemicals, materials or substances defined as or
included in the definition of “hazardous substances,” “hazardous wastes,”
“hazardous materials,” “extremely hazardous wastes,” “restricted hazardous
wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,”
or words of similar import, under any applicable Environmental Law; and
(c) any other chemical, material or substance which is regulated by, or
with respect to which liability may be imposed under, any Environmental
Law.

      


      “HEA” means the Higher
Education Act of 1965, as amended, 20 U.S.C. § 1001 et seq., any amendments or
successor statutes thereto, and its implementing regulations.

      


      “Income Taxes” means
Taxes imposed on or measured by reference to gross or net income or receipts,
and franchise, net worth, capital or other doing business Taxes.

      


      “Indebtedness” means,
with respect to any Person, (a) all indebtedness of such Person, whether or
not contingent, for borrowed money; (b) all obligations of such Person for
the deferred purchase price of property or services; (c) all indebtedness
created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property); (d) all obligations
of such Person as lessee under leases that have been or should be, in accordance
with GAAP, recorded as capital leases; (e) all obligations, contingent or
otherwise, of such Person under acceptance, Letter of Credit or similar
facilities; (f) all obligations of such Person to purchase, redeem, retire,
defease or otherwise acquire for value any capital stock of such Person or any
warrants, rights or options to acquire such capital stock, valued, in the case
of redeemable preferred stock, at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends; (g) all
Indebtedness of others referred to in clauses (a) through (f) above
guaranteed directly or indirectly in any manner by such Person; and (h) all
Indebtedness referred to in clauses (a) through (f) above secured by
(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Encumbrance on property (including accounts
and contract rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness.  For
the avoidance of doubt, “Indebtedness” shall not include any intercompany
indebtedness among the Companies, the Subsidiaries and/or the
Institutions.

      


      “Indemnified Party”
means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case
may be.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      “Indemnifying Party”
means the Sellers or the Indemnifying Purchasers, as the case may
be.

      


      “Indemnifying
Purchasers” means the Purchaser and the Parent.

      


      “Institutions” means,
collectively, the BIT Institution, the CCI Institution, the Americare
Institution and the Engine City Institution, including, in each case, any campus
or other facility at which any such Institution offers any portion of an
educational program.  Each such institution is referred to
individually as an “Institution”.

      


      “Intellectual
Property” means:  (a) patents and patent applications; (b)
trademarks, service marks, domain names, trade dress, logos, trade names,
corporate names and slogans, together with the goodwill associated therewith;
(c) copyrights; (d) Software, data, databases, data rights and Internet
websites; (e) confidential and proprietary information, including trade secrets
and know-how; (f) advertising and promotional rights and rights to privacy and
publicity; (g) registrations and applications for registration of the foregoing,
including reissues, divisions, continuations, continuations-in-part, extensions,
renewals and reexaminations thereof; (h) all common law rights thereto; and (i)
proprietary rights in curricula, course design and educational
services.

      


      “Inventory” means all
inventory, merchandise, goods and other personal property maintained, held or
stored by or for any Company or Subsidiary at the Closing, and any prepaid
deposits for any of the same.

      


      “IRS” means the
Internal Revenue Service of the United States.

      


      “Knowledge of the
Sellers” means the actual knowledge, after due inquiry, of Baran, Barbara
Baran, Stephen Schwartz, John Milne, Robert Miner, George Cinquegrana, Stan Lau
and Randy Rock.

      


      “Law” means any United
States federal, state, local or similar statute, law, ordinance, regulation,
rule, code, order, or Accrediting Body standard, including any Educational
Law.

      


      “Lease” means the
lease agreement, between the Educational Properties, LLC and the Purchaser with
respect to the property located at 1760 Mapleton Avenue, Suffield,
Connecticut.

      


      “Leased Real Property”
means the real property leased by any Company or Subsidiary, as tenant, together
with, to the extent leased by any Company or Subsidiary, all buildings and other
structures, facilities or improvements currently or hereafter located thereon,
all fixtures, systems, equipment and items of personal property of any Company
or Subsidiary attached or appurtenant thereto and all easements, licenses,
rights and appurtenances relating to the foregoing.

      


      “Letter of Credit”
means any instruments or documents issued by a bank guaranteeing the payment of
a customer’s drafts up to a stated amount for a specified
period.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      “Liabilities” means
any and all debts, liabilities and obligations, whether accrued or fixed,
absolute or contingent, asserted or unasserted, matured or unmatured or
determined or determinable, including those arising under any Law (including any
Environmental Law or Educational Law), Action or Governmental Order and those
arising under any contract, agreement, arrangement, commitment or
undertaking.

      


      “Licensed Intellectual
Property” means Intellectual Property licensed to any Company or
Subsidiary, an Affiliate of any Company or Subsidiary, or any Institution and
used or held for use in connection with the Businesses.

      


      “Material Adverse
Effect” means any circumstance, change in or effect on any Business,
Institution, Company or Subsidiary that, individually or in the aggregate with
all other circumstances, changes in or effects on any Business, Institution,
Company or Subsidiary, is or is reasonably likely to be materially adverse to
the business, operations, assets, liabilities, results of operations or the
condition (financial or otherwise) of any Institution, Company or Subsidiary;
provided, however, that in no
event shall any of the following be deemed to constitute a Material Adverse
Effect: circumstances, changes or effects resulting from (a) the announcement of
the execution of this Agreement or compliance with the terms of, or the taking
of any action required by, this Agreement other than (i) pursuant to any
requirement to operate in the ordinary course of business consistent with past
practice or to make the representations and warranties of the Sellers accurate
or (ii) the consummation of the transactions contemplated hereby, (b) acts of
war, sabotage, terrorism, military actions or the escalation thereof, (c) a
change in applicable Laws, regulations or accounting rules after the date
hereof, (d) a change in general economic, political or financial market
conditions, or (e) a change in conditions generally applicable to the industry
in which any Institution, Company or Subsidiary operates except, in the case of
the foregoing clauses (b), (c), (d) and (e) where such circumstances, changes or
effects affect such Institution, Company or Subsidiary in a manner materially
disproportionate to other Persons in the industries in which the Institutions,
Companies and Subsidiaries conduct their business.

      


      “Net Working Capital”
means the excess of consolidated Current Assets over consolidated Current
Liabilities for the Companies and the Subsidiaries, in accordance with GAAP and
GAGAS, as shown on the Estimated Closing Balance Sheet or the Closing Balance
Sheet, as the case may be.

      


      “Owned Intellectual
Property” means Intellectual Property owned by any Company or any
Subsidiary, an Affiliate of any Company or any Subsidiary, or the Institutions
and used or held for use in connection with the Businesses.

      


      “Owned Real Property”
means the real property owned by any Company or any Subsidiary, together with
all buildings and other structures, facilities or improvements currently or
hereafter located thereon, all fixtures, systems, equipment and items of
personal property of any Company or any Subsidiary attached or appurtenant
thereto and all easements, licenses, rights and appurtenances relating to the
foregoing.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      “Permitted
Encumbrances” means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced
and as to which no Company or Subsidiary is otherwise subject to civil or
criminal liability due to its existence:  (a) (i) liens for Taxes,
assessments and governmental charges or levies not yet due and payable or (ii)
Taxes for which any Company or any Subsidiary is contesting in good faith, and
for which in the case of (i) and (ii) adequate reserves have been maintained in
accordance with GAAP; (b) Encumbrances imposed by Law, such as
materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other
similar liens arising in the ordinary course of business securing obligations
that (i) are not overdue for a period of more than 30 days and
(ii) are not in excess of $5,000 in the case of a single
property or $10,000 in the aggregate at any time; (c) pledges or deposits
to secure obligations under workers’ compensation laws or similar legislation or
to secure public or statutory obligations; (d) zoning laws and ordinances,
minor survey exceptions, reciprocal easement agreements and other customary
encumbrances on or defects in title to real or personal property that
(i) were not incurred in connection with any Indebtedness, (ii) do not
render title to the property encumbered thereby unmarketable and (iii) do
not, individually or in the aggregate, materially adversely affect the value of
or the use of such property for its current and anticipated purposes; and (e)
liens securing rental payments under capital lease arrangements.

      


      “Person” means any
individual, partnership, firm, corporation, limited liability company,
association, trust, unincorporated organization or other entity, as well as any
syndicate or group that would be deemed to be a person under
Section 13(d)(3) of the Exchange Act.

      


      “Pre-Closing Period”
means any taxable period (or portion of a taxable period) ending on or prior to
the Closing Date.

      


      “Preferred Stock”
means issued and outstanding shares of Series D 11% Redeemable Cumulative
Preferred Stock of BIT, Series E Convertible Preferred Stock of BIT and Series A
Convertible Preferred Stock of Engine City to be redeemed immediately prior to
the Closing.

      


      “Purchase Price Bank
Accounts” means the bank accounts in the United States to be designated
by the Sellers in a written notice to the Purchaser at least one Business
Day before the Closing.

      


      “Purchaser’s
Accountants” means Deloitte & Touche LLP, independent accountants of
the Purchaser.

      


      “Real Property” means
the Leased Real Property and the Owned Real Property.

      


      “Receivables” means
any and all accounts receivable (including Student Accounts Receivable), notes
and other amounts receivable from third parties, including customers and
employees, arising from the conduct of the Businesses before the Closing Date,
whether or not in the ordinary course, together with any unpaid financing
charges accrued thereon.

      


      “Release” means
disposing, discharging, injecting, spilling, leaking, leaching, dumping,
emitting, escaping, emptying, seeping, placing and the like into or upon any
land or water or air or otherwise entering into the
Environment.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      “Remedial Action”
means “remove”, “removal”, “remedy” or “remedial action” as those terms are
defined in Section 101(23) and (24) of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601.

      


      “SEC” means the
Securities and Exchange Commission.

      


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

      


      “Sellers’ Accountants”
means Knutte & Associates, P.C.

      


      “Shares” means the BIT
Shares.

      


      “Software” means all
(i) computer programs, applications, systems and code, including software
implementations of algorithms, models and methodologies, and source code and
object code, (ii) Internet and intranet websites, databases and
compilations, including data and collections of data, whether machine-readable
or otherwise, (iii) development and design tools, library functions and
compilers, (iv) technology supporting websites, and the contents and
audiovisual displays of websites, and (v) documentation, other works of
authorship and media, including user manuals and training materials, relating to
or embodying any of the foregoing or on which any of the foregoing is
recorded.

      


      “Straddle Period”
means any taxable period beginning on or prior to and ending after the Closing
Date.

      


      “Student Accounts
Receivable” means any Company’s or any Subsidiary’s accounts receivable
for student tuition, fees and institutional charges (including U.S. DOE accounts
receivable) with respect to students currently attending the Institutions as of
the Closing Date, as determined in accordance with GAAP applied on a basis
consistent with the past practices of the Companies and the
Subsidiaries.

      


      “Subsidiaries” means,
collectively, CCI, Americare and Engine City.  Each such company is
referred to individually as a “Subsidiary”.

      


      “Target Working
Capital” means $(6,240,651).

      


      “Tax” or “Taxes” means any and
all taxes and other fees, levies, duties, tariffs, imposts and other charges
that are in the nature of taxes (together with any and all interest, penalties,
additions to tax and additional amounts imposed with respect thereto) imposed by
any Governmental Authority or taxing authority, including:  taxes or
other charges on or with respect to income, franchises, windfall or other
profits, gross receipts, property, sales, use, capital stock, payroll,
employment, social security, workers’ compensation, unemployment compensation,
or net worth; taxes or other charges in the nature of excise, withholding, ad
valorem, stamp, transfer, value-added, or gains taxes.

      


      “Tax Returns” means
all returns, computations, reports and statements required to be filed with any
Governmental Authority with respect to Taxes.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      “Title IV” means Title
IV of the HEA and all definitional and other provisions set forth elsewhere in
the HEA that are referenced in Title IV or that relate to any Title IV
provision.

      


      “Title IV Programs”
means the programs of federal student financial assistance administered pursuant
to Title IV of the HEA.

      


      “TPPPA” means a
temporary provisional program participation agreement executed by the U.S. DOE
and issued to an Institution following the Closing for an interim period
allowing U.S. DOE’s further review of the Purchaser’s application for U.S. DOE
Approval of the Institution following a change in ownership.

      


      “Treasury Regulations”
means the Treasury Regulations (including Temporary Treasury Regulations)
promulgated by the United States Department of Treasury with respect to the Code
or other federal tax statutes.

      


      “U.S.” and “United States” means
the United States of America.

      


      “U.S. DOE” means the
United States Department of Education.

      


      “U.S. DOE
Approval” means a provisional program participation agreement issued
and countersigned by the Secretary of U.S. DOE, or his designee, in conjunction
with an accurate ECAR (but not including a TPPPA) that is complete and accurate
in all material respects, certifying an institution for participation in the
Title IV Programs that does not include any condition that would materially
impair the Parent’s operations.

      


      Section
1.02   Definitions.  The
following terms have the meanings set forth in the Sections set forth
below:

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Definition

                              	
                                Location

                              
	 	 
	
                                “Agreement”

                              	
                                Preamble

                              
	
                                “Americare”

                              	
                                Recitals

                              
	
                                “Americare
      Business”

                              	
                                Recitals

                              
	
                                “Americare
      Institution”

                              	
                                Recitals

                              
	
                                “Ancillary
      Lease Documents”

                              	
                                3.15(d)

                              
	
                                “Audited
      Financial Statements”

                              	
                                3.06(a)

                              
	
                                “Baran”

                              	
                                Preamble

                              
	
                                “Basket”

                              	
                                7.04(a)

                              
	
                                “BIT”

                              	
                                Recitals

                              
	
                                “BIT
      Business”

                              	
                                Recitals

                              
	
                                “BIT
      Common Stock”

                              	
                                Recitals

                              
	
                                “BIT
      Institution”

                              	
                                Recitals

                              
	
                                “BIT
      Shares”

                              	
                                Recitals

                              
	
                                “Cap”

                              	
                                7.04(a)

                              
	
                                “CCI”

                              	
                                Recitals

                              
	
                                “CCI
      Business”

                              	
                                Recitals

                              
	
                                “CCI
      Institution”

                              	
                                Recitals

                              
	
                                “Clemens”

                              	
                                Recitals

                              


                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Definition

                                  	
                                    Location

                                  
	 	 
	
                                    “Clemens
      Agreement”

                                  	
                                    Recitals

                                  
	
                                    “Engine
      City”

                                  	
                                    Recitals

                                  
	
                                    “Engine
      City Business”

                                  	
                                    Recitals

                                  
	
                                    “Engine
      City Institution”

                                  	
                                    Recitals

                                  
	
                                    “ERISA”

                                  	
                                    3.17(a)

                                  
	
                                    “Financial
      Statements”

                                  	
                                    3.06(a)

                                  
	
                                    “HUV”

                                  	
                                    Recitals

                                  
	
                                    “HUV
      Business”

                                  	
                                    Recitals

                                  
	
                                    “HUV
      Interests”

                                  	
                                    Recitals

                                  
	
                                    “Independent
      Accounting Firm”

                                  	
                                    2.05(c)(ii)

                                  
	
                                    “Interim
      Financial Statements”

                                  	
                                    3.06(a)

                                  
	
                                    “Internal
      Controls”

                                  	
                                    3.06(d)

                                  
	
                                    “lease”

                                  	
                                    3.13(a)(xxiii)

                                  
	
                                    “Loss”

                                  	
                                    7.02(a)

                                  
	
                                    “Material
      Contracts”

                                  	
                                    3.13(a)

                                  
	
                                    “Merion”

                                  	
                                    Preamble

                                  
	
                                    “Multiemployer
      Plan”

                                  	
                                    3.17(b)

                                  
	
                                    “Multiple
      Employer Plan”

                                  	
                                    3.17(b)

                                  
	
                                    “Non-Disclosure
      Agreement”

                                  	
                                    5.01(a)

                                  
	
                                    “Options”

                                  	
                                    3.15(d)

                                  
	
                                    “Parent”

                                  	
                                    Preamble

                                  
	
                                    “Plans”

                                  	
                                    3.17(a)(ii)

                                  
	
                                    “Policy
      Guidelines”

                                  	
                                    3.26(e)

                                  
	
                                    “Purchase
      Price”

                                  	
                                    2.02

                                  
	
                                    “Purchaser”

                                  	
                                    Preamble

                                  
	
                                    “Purchaser
      Indemnified Party”

                                  	
                                    7.02(a)

                                  
	
                                    “Required
      Consents”

                                  	
                                    3.05

                                  
	
                                    “Restricted
      Business”

                                  	
                                    5.06(a)

                                  
	
                                    “Restricted
      Period”

                                  	
                                    5.06(a)

                                  
	
                                    “Seller”

                                  	
                                    Preamble

                                  
	
                                    “Seller
      Indemnified Party”

                                  	
                                    7.03(a)

                                  
	
                                    “Sellers”

                                  	
                                    Preamble

                                  
	
                                    “Sellers’
      Representative”

                                  	
                                    7.08(a)

                                  
	
                                    “Tangible
      Personal Property”

                                  	
                                    3.16(a)

                                  
	
                                    “Third
      Party Claim”

                                  	
                                    7.05(b)

                                  
	
                                    “Transferred
      Employee”

                                  	
                                    5.05(b)

                                  
	
                                    “UGP”

                                  	
                                    Preamble

                                  
	
                                    “UGPE”

                                  	
                                    Preamble

                                  
	
                                    “WARN
      Act”

                                  	
                                    3.17(g)

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      Section 1.03 
 Interpretation and Rules of
Construction.  In
this Agreement, except to the extent otherwise provided or indicated, or that
the context otherwise requires:


      
        
           


        

        
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      (a)           when
a reference is made in this Agreement to an Article, Section, Exhibit or
Schedule, such reference is to an Article or Section of, or a Schedule or
Exhibit to, this Agreement;

      


      (b)           the
table of contents and headings for this Agreement are for reference purposes
only and do not affect in any way the meaning or interpretation of this
Agreement;

      


      (c)           whenever
the words “include,” “includes” or “including” are used in this Agreement, they
are deemed to be followed by the words “without limitation”;

      


      (d)           the
words “hereof,” “herein” and “hereunder” and words of similar import, when used
in this Agreement, refer to this Agreement as a whole and not to any particular
provision of this Agreement;

      


      (e)           all
terms defined in this Agreement have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto, unless
otherwise defined therein;

      


      (f)           the
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms;

      


      (g)           any
Law defined or referred to herein or in any agreement or instrument that is
referred to herein means such Law or statute as from time to time amended,
modified or supplemented, including by succession of comparable successor
Laws;

      


      (h)           references
to a Person are also to its successors and permitted assigns; and

      


      (i)           the
use of “or” is not intended to be exclusive unless expressly indicated
otherwise.


      


      
      

      ARTICLE
II

           

      PURCHASE
AND SALE

           

      Section 2.01   Purchase and Sale of the BIT
Shares and the HUV Interests.  Upon
the terms and subject to the conditions of this Agreement, on the date hereof,
the Sellers shall sell, assign, transfer, convey and deliver, or cause to be
sold, assigned, transferred, conveyed and delivered, to the Purchaser, the BIT
Shares and the HUV Interests, and the Purchaser shall purchase the BIT Shares
and the HUV Interests.

      


      Section 2.02   Purchase
Price.  Subject
to the adjustments set forth in Section 2.05,
the purchase price for the Shares, the HUV Interests and the covenants contained
in Section 5.06
shall be an amount in cash equal to Twenty-Eight Million Dollars ($28,000,000)
(the “Purchase
Price”) which shall be allocated $26,450,000 to the Shares, $250,000 to
the HUV Interests and $1,300,000 to the covenants contained in Section
5.06.


      
        
           


        

        
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      Section 2.03   Deliveries by the
Sellers.  (a)  On
or prior to the date hereof, the Sellers shall have delivered or caused to be
delivered to the Purchaser:

      


      (i)    stock
certificates evidencing the BIT Shares duly endorsed in blank, or accompanied by
stock powers duly executed in blank, in form satisfactory to the Purchaser and
with all required stock transfer tax stamps affixed;

      


      (ii)           instruments
of sale, transfer and conveyance evidencing and effecting the transfer of the
HUV Interests to the Purchaser, in form satisfactory to the
Purchaser;

      


      (iii)   
  evidence in
the form of a Bill of Sale and Assumption Agreement that the assets listed on
Section
2.03(a)(iii)(1) of the Disclosure Schedule have been assigned to BIT and
the liabilities listed on Section 2.03(a)(iii)(2) of
the Disclosure Schedule have been assumed by BIT, in a form satisfactory
to the Purchaser;

      


      (iv)          a
counterpart of the Escrow Agreement, duly executed by the Sellers’
Representative;

      


      (v)           a
counterpart of the Lease, duly executed by Educational Properties,
LLC;

      


      (vi)          the
Assignments of Lease, each duly executed by all the parties
thereto;

      


      (vii)         the
General Release, duly executed by the Sellers;

      


      (viii)        a
receipt for the Purchase Price, less the Escrow Amount;

      


      (ix)          the
resignations, effective as of the Closing, of all of the directors and officers
of each Company and each Subsidiary, except for such persons as shall have been
designated in writing prior to the date hereof by the Purchaser to the
Sellers;

      


      (x)           a
copy of (i) the certificate of incorporation (or other similar organizational
document), as amended, of each Company and each Subsidiary, certified by the
Secretary of State in their respective jurisdictions of organization, as of a
date not earlier than five Business Days prior to the date hereof and
accompanied by a certificate of the Secretary or Assistant Secretary of such
Company or Subsidiary, dated as of the date hereof, stating that no amendments
have been made to such certificate of incorporation (or other similar
organizational document) since such date, and (ii) the by-laws of each Company
and each Subsidiary, certified by the Secretary or Assistant Secretary of such
Company or Subsidiary;

      


      (xi)          a
certificate of non-foreign status (in a form reasonably acceptable to the
Purchaser) pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations of
each Seller (provided that if a Seller is a disregarded entity then such
certificate shall be provided by its sole beneficial owner);

      


      (xii)         a
good standing certificate for each Company and each Subsidiary from the
Secretary of State in their respective jurisdictions of organization and from
the Secretary of State in each other jurisdiction in which the operation of such
Company’s or Subsidiary’s business in such jurisdiction, requires such Company
or Subsidiary to qualify to do business as a foreign corporation, in each case
dated as of a date not earlier than five Business Days prior to the date
hereof;


      
        
           


        

        
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      (xiii)
       a true and complete copy,
certified by the Secretary or an Assistant Secretary of each of UGP, Merion and
UGPE, of the resolutions duly and validly adopted by the board of
directors/managers of such Seller evidencing its authorization of the execution
and delivery of this Agreement and the Ancillary Agreements to which such Seller
is a party and the consummation of the transactions contemplated hereby and
thereby;

      


      (xiv)        a
certificate of the Secretary or an Assistant Secretary of each of UGP, Merion
and UGPE certifying the names and signatures of the officers of such Seller
authorized to sign this Agreement and the Ancillary Agreements and the other
documents to be delivered hereunder and thereunder;

      


      (xv)
        the Transfer of
Establishment – Form III executed by BIT;

      


      (xvi)        evidence
satisfactory to the Purchaser that (i) the Sellers shall have contributed, or
caused to be contributed, to the capital of each Company and Subsidiary, the
difference between (i) the intercompany Indebtedness owed by such Company or
Subsidiary to any Seller or its Affiliates (other than any Company or
Subsidiary) as of the Closing Date and (ii) the intercompany Indebtedness owed
by any Seller or its Affiliates (other than any Company or Subsidiary) to any
Company or Subsidiary as of the Closing Date, and all such intercompany
Indebtedness shall cease to exist and be of no further force or
effect;

      


      (xvii) 
     evidence that all contracts or arrangements
between any Company, Subsidiary or Institution, on the one hand, and any Seller
or any Affiliate of any Seller (other than Clemens or a Company, Subsidiary or
Institution) shall have been terminated or amended to exclude any Company,
Subsidiary or Institution as a party thereto;

      


      (xviii)      an
executed Termination of Lease Agreement with respect to the CCI
Lease;

      


      (xix)         an
executed lease agreement between Farmington Imlay Associates LLC and the
Purchaser, in a form satisfactory to the Purchaser; and

      


      (xx)   
      evidence of payment by the Sellers of each
amount set forth on Section 2.03(a)(xx) of the
Disclosure Schedules to the Person listed opposite such amount on Section 2.03(a)(xx) of the
Disclosure Schedules.

      


      Section 2.04   Deliveries by the
Purchaser.  (b)  On
or prior to the date hereof, the Purchaser shall have delivered or caused to be
delivered to the Sellers:

      


      (i)           the
Purchase Price, less the Escrow Amount, in the manner set forth in Section 2.04(a)(i) of the
Disclosure Schedule, by wire transfer in immediately available funds to
the Purchase Price Bank Accounts;


      
        
           


        

        
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      (ii)           a
counterpart of the Lease, duly executed by the Purchaser;

      


      (iii)          counterparts
of the Escrow Agreement, duly executed by the Purchaser and the Escrow
Agent;

      


      (iv)          a
true and complete copy of the written consent of the board of directors of the
Purchaser evidencing its authorization of the execution and delivery by the
Purchaser of this Agreement and the Ancillary Agreements to which the Purchaser
is a party and the consummation of the transactions contemplated hereby and
thereby;

      


      (v)           a
certificate of the Secretary or an Assistant Secretary of the Purchaser
certifying the names and signatures of the officers of the Purchaser authorized
to sign this Agreement and the Ancillary Agreements and the other documents to
be delivered hereunder and thereunder; and

      


      (vi)          the
Transfer of Establishment – Form III executed by the Purchaser.

      


      (b)           At
the Closing, the Purchaser shall deliver or cause to be delivered to the Escrow
Agent, in accordance with the Escrow Agreement, the Escrow Amount by wire
transfer in immediately available funds to the Escrow Account.

      


      Section 2.05   Adjustment of Purchase
Price.  The
Purchase Price shall be subject to adjustment on and after the date hereof as
specified in this Section
2.05:

      


      (a)           Estimated Closing Balance
Sheet.  At least three Business Days prior to the date hereof,
the Sellers shall have delivered to the Purchaser the Estimated Closing Balance
Sheet.  The Sellers shall have prepared the Estimated Closing Balance
Sheet in accordance with GAAP and GAGAS, and the Estimated Closing Balance Sheet
shall set forth the Sellers’ good faith estimate of the consolidated Net Working
Capital with respect to the Companies and the Subsidiaries as of the date
hereof.  The Sellers shall make available to the Purchaser the work
papers used in preparing the Estimated Closing Balance Sheet.  If the
Net Working Capital reflected on the Estimated Closing Balance Sheet exceeds the
Target Working Capital (or is negative by a lesser amount than the Target
Working Capital), then the Purchase Price payable by the Purchaser on the date
hereof shall be adjusted upwards in an amount equal to such excess (or amount by
which such Net Working Capital is a lesser negative amount than the Target
Working Capital).  If the Net Working Capital reflected on the
Estimated Closing Balance Sheet is less than the Target Working Capital (or is
negative by a greater amount than the Target Working Capital), then the Purchase
Price payable by the Purchaser on the date hereof shall be adjusted downward in
an amount equal to such deficiency (or amount by which such Net Working Capital
is a greater negative amount than the Target Working Capital).

      


      (b)           Closing Balance
Sheet.  On or prior to January 30, 2009, provided that the
Purchaser provides the assistance necessary for Sellers to complete such
statement, the Sellers shall deliver to the Purchaser a revised Estimated
Closing Balance Sheet, prepared in accordance with GAAP and GAGAS and setting
forth the Sellers’ good faith calculation of the consolidated Net Working
Capital with respect to the Companies and the Subsidiaries as of the date
hereof.  The Sellers shall make available to the Purchaser the work
papers used in preparing such balance sheet.  As promptly as
practicable, but in any event within 45 Business Days following the date hereof,
the Purchaser shall prepare and deliver to the Sellers’ Representative the
Closing Balance Sheet, prepared in accordance with GAAP and
GAGAS.


      
        
           


        

        
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      (c)           Disputes.  (i)
The Sellers’ Representative may dispute any amounts reflected on the Closing
Balance Sheet delivered by the Purchaser, but only on the basis that the amounts
reflected on such Closing Balance Sheet were not arrived at in accordance with
GAAP and GAGAS or were arrived at based on mathematical or clerical
error.  If the Sellers’ Representative intends to dispute any such
amounts, the Sellers’ Representative shall notify the Purchaser and the
Purchaser’s Accountants in writing of each disputed item, specifying the amount
thereof in dispute and setting forth, in reasonable detail, the basis for such
dispute, within 30 Business Days of the delivery by the Purchaser of the Closing
Balance Sheet to the Sellers’ Representative.  In the event of such a
dispute, the Sellers’ Representative and the Purchaser shall attempt to
reconcile the disputed amounts, and any resolution agreed by them as to such
disputed amounts shall be final, conclusive and binding on the parties
hereto.

      


      (ii)           If
the Sellers’ Representative and the Purchaser are unable to reach a resolution
with such effect within 30 Business Days of the receipt by the Purchaser and the
Purchaser’s Accountants of the Sellers’ Representative’s written notice of
dispute, the Sellers’ Representative and the Purchaser shall submit the items
remaining in dispute for resolution to an independent accounting firm of
national reputation mutually acceptable to the Sellers and the Purchaser (such
accounting firm being referred to herein as an “Independent Accounting
Firm”), which shall, within 30 Business Days after such submission,
determine and report to the Sellers’ Representative and the Purchaser upon such
remaining disputed items, and such determination shall be final, conclusive and
binding on the Sellers and the Purchaser. The fees and expenses of the
Independent Accounting Firm shall be allocated between the Sellers, on the one
hand, and the Purchaser, on the other hand, in the same proportion as the
aggregate amount of such remaining disputed items so submitted to the
Independent Accounting Firm that is unsuccessfully disputed by each such party
(as finally determined by the Independent Accounting Firm) bears to the total
amount of such remaining disputed items so submitted.

      


      (ii)           In
acting under this Section 2.05, the
Sellers’ Accountants, the Purchaser’s Accountants and the Independent Accounting
Firm shall be entitled to the privileges and immunities of
arbitrators.

      


      (d)           Purchase Price
Adjustment.  (i) The Closing Balance Sheet shall be deemed
final upon the earliest to occur of (A) the Sellers’ Representative’s
failure to notify the Purchaser of a dispute by the 30th
Business Day after the Purchaser’s delivery of the Closing Balance Sheet to the
Sellers’ Representative, (B) the resolution of all disputes, pursuant to
Section 2.05(c)(i),
by the Sellers’ Accountants and the Purchaser’s Accountants and (C) the
resolution of all disputes, pursuant to Section 2.05(c)(ii),
by the Independent Accounting Firm.


      
        
           


        

        
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      (ii)           If
the Net Working Capital reflected on the Estimated Closing Balance Sheet exceeds
the Net Working Capital reflected on the Closing Balance Sheet (or is negative
by a lesser amount than the Net Working Capital reflected on the Closing Balance
Sheet), then the Purchase Price shall be adjusted downward in an amount equal to
such excess (or amount by which such Net Working Capital is a lesser negative
amount than the Net Working Capital reflected on the Closing Balance Sheet), and
within five Business days of the Closing Balance Sheet being deemed final, the
Sellers’ Representative shall pay the amount of such excess to the Purchaser by
wire transfer in immediately available funds.  If the Sellers’
Representative shall fail to pay the amount of such deficiency within the period
specified in the immediately preceding sentence, then the Purchaser may deliver
written notice to the Escrow Agent and the Sellers’ Representative specifying
such amount, and the Escrow Agent shall, within three Business Days of its
receipt of such notice and in accordance with the terms of the Escrow Agreement,
pay such amount to the Purchaser out of the Escrow Account by wire transfer in
immediately available funds.  No failure of the Purchaser to deliver a
notice of the type specified in the immediately preceding sentence shall relieve
the Sellers’ Representative of the obligation to pay the amount of such
deficiency to the Purchaser.

      


      (iii)           If
the Net Working Capital reflected on the Estimated Closing Balance Sheet is less
than the Net Working Capital reflected on the Closing Balance Sheet (or is
negative by a greater amount than the Net Working Capital reflected on the
Closing Balance Sheet), then the Purchase Price shall be adjusted upward in an
amount equal to such deficiency (or amount by which such Net Working Capital is
a greater negative amount than the Net Working Capital reflected on the Closing
Balance Sheet), and within five Business days of the Closing Balance Sheet being
deemed final, the Purchaser shall pay the amount of such deficiency to the
Sellers, in the manner set forth in Section 2.04(a)(i) of the
Disclosure Schedule, by wire transfer in immediately available funds to
the Purchase Price Bank Accounts.

      


      Section
2.06   Escrow.  In
accordance with the terms of the Escrow Agreement, on the date hereof the
Purchaser shall deposit the Escrow Amount in the Escrow Account.  The
Escrow Account shall be managed and paid out by the Escrow Agent in accordance
with the terms of the Escrow Agreement.

      


      Section
2.07   Withholding.  The
Purchaser shall be entitled at any time to deduct and withhold from any portion
of the Purchase Price otherwise payable pursuant to this Agreement such amounts
as Purchaser is required to deduct and withhold and pay over to applicable
taxing authorities with respect to the making of such payment under the Code or
any applicable provision of state or local Tax Law.  To the extent
that amounts are so withheld by the Purchaser, the Purchaser shall pay over such
amounts to the applicable taxing authorities.  To the extent that
amounts are so withheld by the Purchaser and paid over to the applicable taxing
authority, such amounts shall be treated for all purposes as having been paid to
the Sellers.

           

           

      ARTICLE
III

           

      REPRESENTATIONS
AND WARRANTIES OF THE SELLERS

           

      As an
inducement to the Purchaser to enter into this Agreement, except as set forth in
the Disclosure Schedule (each section of which qualifies the
correspondingly numbered representation and warranty or covenant herein; provided, that the
disclosure of any fact or item in any Section of the Disclosure Schedule shall,
should the existence of such factor or item be relevant to any other Section, be
deemed to be disclosed with respect to that Section, so long as the relevance of
such disclosure to such other Section is reasonably apparent on the face of such
disclosure), each of the Sellers hereby, jointly and severally (except with
respect to Sections
3.01(b), (c), (d) and (e), pursuant to which each Seller represents and
warrants each statement therein only to the extent directly applicable to such
Seller), represents and warrants to the Purchaser and the Parent as
follows:


      
        
           


        

        
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      Section 3.01   Organization, Authority and
Qualification.  (a)  Each
Company is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has all necessary
corporate power and authority to own, operate or lease the properties and assets
now owned, operated or leased by it and to carry on the Businesses as it has
been and is currently conducted.  Each Company is duly licensed or
qualified to do business and is in good standing in each jurisdiction which the
properties owned or leased by it or the operation of any Institution makes such
licensing or qualification necessary, except to the extent that the failure to
be so licensed or qualified and in good standing would not (i) adversely affect
the ability of such Company to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement and the Ancillary
Agreements to which it is a party or (ii) otherwise have a Material Adverse
Effect.  All corporate actions taken by each Company have been duly
authorized, and no Company has taken any action that in any respect conflicts
with, constitutes a default under, or results in a violation of, any provision
of its certificate of incorporation or by-laws.  True and correct
copies of the certificate of incorporation and by-laws of each Company, each in
effect on the date hereof, have been delivered or made available by the Sellers
to the Purchaser.

      


      (b)           UGPE
is a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all necessary corporate
power and authority to enter into this Agreement and the Ancillary Agreements to
which it is a party, to carry out its obligations hereunder and thereunder and
to consummate the transactions contemplated hereby and thereby.  UGPE
is duly licensed or qualified to do business and is in good standing in each
jurisdiction which the properties owned or leased by it or the operation of its
business makes such licensing or qualification necessary, except to the extent
that the failure to be so licensed or qualified and in good standing would not
(i) adversely affect the ability of UGPE to carry out its obligations under, and
to consummate the transactions contemplated by, this Agreement and the Ancillary
Agreements to which it is a party or (ii) otherwise have a Material Adverse
Effect.  The execution and delivery by UGPE of this Agreement and the
Ancillary Agreements to which it is a party, the performance by UGPE of its
obligations hereunder and thereunder and the consummation by UGPE of the
transactions contemplated hereby and thereby have been duly authorized by all
requisite corporate action.  This Agreement has been, and upon their
execution the Ancillary Agreements to which UGPE is a party shall have been,
duly executed and delivered by UGPE and (assuming due authorization, execution
and delivery by the other parties hereto and thereto) this Agreement
constitutes, and upon their execution such Ancillary Agreements shall
constitute, legal, valid and binding obligations of UGPE, enforceable against
UGPE in accordance with their respective terms, except as the same may be
limited by applicable bankruptcy, insolvency (including all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
creditors’ rights generally, now or hereafter in effect, and subject to the
effect of general principles of equity (regardless of whether considered in a
proceeding at law or in equity).


      
        
           


        

        
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      (c)           UGP
is a limited liability company duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation and has all
necessary limited liability company power and authority to enter into this
Agreement and the Ancillary Agreements to which it is a party, to carry out its
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby.  UGP is duly licensed or qualified to
do business and is in good standing in each jurisdiction which the properties
owned or leased by it or the operation of its business makes such licensing or
qualification necessary, except to the extent that the failure to be so licensed
or qualified and in good standing would not (i) adversely affect the ability of
UGP to carry out its obligations under, and to consummate the transactions
contemplated by, this Agreement and the Ancillary Agreements to which it is a
party or (ii) otherwise have a Material Adverse Effect.  The execution
and delivery by UGP of this Agreement and the Ancillary Agreements to which it
is a party, the performance by UGP of its obligations hereunder and thereunder
and the consummation by UGP of the transactions contemplated hereby and thereby
have been duly authorized by all requisite action on the part of UGP and its
members.  This Agreement has been, and upon their execution the
Ancillary Agreements to which UGP is a party shall have been, duly executed and
delivered by UGP and (assuming due authorization, execution and delivery by the
other parties hereto and thereto) this Agreement constitutes, and upon their
execution such Ancillary Agreements shall constitute, legal, valid and binding
obligations of UGP, enforceable against UGP in accordance with their respective
terms, except as the same may be limited by applicable bankruptcy, insolvency
(including all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting creditors’ rights generally, now or
hereafter in effect, and subject to the effect of general principles of equity
(regardless of whether considered in a proceeding at law or in
equity).

      


      (d)           Merion
is a limited partnership duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation and has all necessary power
and authority to enter into this Agreement and the Ancillary Agreements to which
it is a party, to carry out its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby.  Merion
is duly licensed or qualified to do business and is in good standing in each
jurisdiction which the properties owned or leased by it or the operation of its
business makes such licensing or qualification necessary, except to the extent
that the failure to be so licensed or qualified and in good standing would not
(i) adversely affect the ability of Merion to carry out its obligations under,
and to consummate the transactions contemplated by, this Agreement and the
Ancillary Agreements to which Merion is a party or (ii) otherwise have a
Material Adverse Effect.  The execution and delivery by Merion of this
Agreement and the Ancillary Agreements to which Merion is a party, the
performance by Merion of its obligations hereunder and thereunder and the
consummation by Merion of the transactions contemplated hereby and thereby have
been duly authorized by all requisite action on the part of Merion and its
partners.  This Agreement has been, and upon their execution the
Ancillary Agreements to which Merion is a party shall have been, duly executed
and delivered by Merion, and (assuming due authorization, execution and delivery
by the other parties hereto and thereto) this Agreement constitutes, and upon
their execution such Ancillary Agreements shall constitute, legal, valid and
binding obligations of Merion, enforceable against Merion in accordance with
their respective terms, except as the same may be limited by applicable
bankruptcy, insolvency (including all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting creditors’ rights
generally, now or hereafter in effect, and subject to the effect of general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).


      
        
           


        

        
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      (e)           Each
of Baran and Barbara Baran is an individual and has all requisite right, power
and authority and full legal capacity to execute and deliver this Agreement and
the Ancillary Agreements to which Baran or Barbara Baran is a party, to perform
his or her obligations hereunder and thereunder, and to consummate the
transactions contemplated hereby and thereby.  This Agreement has
been, and upon his execution the Ancillary Agreements to which Baran or Barbara
Baran is a party will be, duly and validly executed and delivered by Baran or
Barbara Baran, as the case may be, and (assuming due authorization, execution
and delivery by the other parties hereto and thereto) this Agreement
constitutes, and upon their execution such Ancillary Agreements shall
constitute, legal, valid and binding obligations of Baran or Barbara Baran,
enforceable against Baran or Barbara Baran in accordance with their respective
terms, except as the same may be limited by applicable bankruptcy, insolvency
(including all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting creditors’ rights generally, now or
hereafter in effect, and subject to the effect of general principles of equity
(regardless of whether considered in a proceeding at law or in
equity).

      


      Section
3.02   Subsidiaries.  (a)  Section 3.02(a) of the
Disclosure Schedule sets forth for each Subsidiary its name, type of
entity, the jurisdiction and date of its incorporation or organization, its
authorized capital stock, partnership capital or equivalent, the number and type
of its issued and outstanding shares of capital stock, partnership interests or
similar ownership interests and the current ownership of such shares,
partnership interests or similar ownership interests.

      


      (b)           Except
as set forth on Section 3.02(b) of the
Disclosure Schedule, other than the Subsidiaries, there are no other
corporations, partnerships, joint ventures, associations or other entities in
which any Company or Subsidiary owns, of record or beneficially, any direct or
indirect equity or other interest or any right (contingent or otherwise) to
acquire the same.  Other than the Subsidiaries, no Company or
Subsidiary is a member of (nor is any part of any Business conducted through)
any partnership and no Company or Subsidiary is a participant in any joint
venture or similar arrangement.

      


      (c)           Each
Subsidiary that is a corporation:  (i) is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (ii) has all necessary power and authority to
own, operate or lease the properties and assets owned, operated or leased by
such Subsidiary and to carry on its business as it has been and is currently
conducted by such Subsidiary and (iii) is duly licensed or qualified to do
business and is in good standing in each jurisdiction in which the properties
owned or leased by it or the operation of its business makes such licensing or
qualification necessary, except to the extent that the failure to be so licensed
or qualified and in good standing would not (x) adversely affect the ability of
the Sellers to carry out their obligations under, and to consummate the
transactions contemplated by, this Agreement and the Ancillary Agreements or (y)
otherwise have a Material Adverse Effect.  Each Subsidiary that is not
a corporation:  (i) is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, (ii) has all
necessary power and authority to own, operate or lease the properties and assets
owned, operated or leased by such Subsidiary and to carry on its business as it
has been and is currently conducted by such Subsidiary and (iii) is duly
licensed or qualified to do business and is in good standing in each
jurisdiction in which the properties owned or leased by it or the operation of
its business makes such licensing or qualification necessary, except to the
extent that the failure to be so licensed or qualified and in good standing
would not (x) adversely affect the ability of the Sellers to carry out their
obligations under, and to consummate the transactions contemplated by, this
Agreement and the Ancillary Agreements or (y) otherwise have a Material Adverse
Effect.


      
        
           


        

        
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      (d)           All
corporate or other actions taken by each Subsidiary have been duly authorized
and no Subsidiary has taken any action that in any respect conflicts with,
constitutes a default under, or results in a violation of any provision of its
certificate of incorporation or by-laws (or similar organizational
documents).  True and complete copies of the certificate of
incorporation and by-laws (or similar organizational documents), in each case as
in effect on the date hereof, of each Subsidiary have been delivered or made
available by the Sellers to the Purchaser.

      


      Section 3.03   Capitalization.  (a)  The
authorized capital stock or other ownership interests of each Company is set
forth in Section
3.03(a) of the Disclosure Schedule.  All of the issued and
outstanding shares of capital stock or other ownership interests of each Company
are duly authorized, validly issued, fully paid and
nonassessable.  None of the issued and outstanding Shares or HUV
Interests were issued in violation of any preemptive rights.  Except
as set forth in Section 3.03(a) of the
Disclosure Schedule, there are no options, warrants, convertible
securities or other rights, agreements, arrangements or commitments of any
character relating to the Shares, the HUV Interests or obligating any Seller or
any Company to issue or sell any Shares or HUV Interests, or any other interest
in, any Company.  There are no outstanding contractual obligations of
BIT or HUV to repurchase, redeem or otherwise acquire any shares of BIT Common
Stock or any HUV Interests, respectively, or to provide funds to, or make any
investment (in the form of a loan, capital contribution or otherwise) in, any
other Person.  The Shares and the HUV Interests constitute all of the
issued and outstanding capital stock or other ownership interests of the
Companies and are owned of record and beneficially by the Sellers as set forth
in Section 3.03(a) of
the Disclosure Schedule free and clear of all Encumbrances, other than
Permitted Encumbrances.  The Preferred Stock set forth in Section 3.03(a) of the
Disclosure Schedule shall have been redeemed as of the date
hereof.  Upon consummation of the transactions contemplated by this
Agreement and registration of the Shares and the HUV Interests in the name of
the Purchaser in the stock or other records of the Companies, the Purchaser,
assuming it shall have purchased the Shares and the HUV Interests for value in
good faith and without notice of any adverse claim, will own all the issued and
outstanding capital stock or other ownership interests of each Company free and
clear of all Encumbrances, other than Permitted Encumbrances.  Upon
consummation of the transactions contemplated by this Agreement, the Shares and
the HUV Interests will be fully paid and nonassessable.  There are no
voting trusts, stockholder agreements, proxies or other agreements or
understandings in effect with respect to the voting or transfer of any of the
Shares or the HUV Interests.

      


      (b)           The
stock or other register of each Company accurately records:  (i) the
name and address of each Person owning shares of capital stock or other
ownership interests of such Company and (ii) the certificate number of each
certificate evidencing shares of capital stock or other ownership interests
issued by such Company, the number of shares or other ownership interests
evidenced by each such certificate, the date of issuance thereof and, in the
case of cancellation, the date of cancellation.


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      (c)           All
the outstanding shares of capital stock of each Subsidiary that is a corporation
are validly issued, fully paid, nonassessable and, except with respect to wholly
owned Subsidiaries, free of preemptive rights and are owned by BIT, whether
directly or indirectly, free and clear of all Encumbrances, other than Permitted
Encumbrances.  There are no options, warrants, convertible securities
or other rights, agreements, arrangements or commitments of any character
relating to the capital stock of any Subsidiary or obligating any Seller, any
Company or any Subsidiary to issue or sell any shares of capital stock of, or
any other interest in, any Subsidiary.  Except as set forth on Section 3.03(c) of the
Disclosure Schedule, there are no voting trusts, stockholder agreements,
proxies or other agreements or understandings in effect with respect to the
voting or transfer of any shares of capital stock of or any other interests in
any Subsidiary.

      


      (d)           The
stock or other register of each Subsidiary accurately records:  (i)
the name and address of each Person owning shares of capital stock or other
ownership interests of such Subsidiary and (ii) the certificate number of each
certificate evidencing shares of capital stock or other ownership interests
issued by such Subsidiary, the number of shares or other ownership interests
evidenced by each such certificate, the date of issuance thereof and, in the
case of cancellation, the date of cancellation.

      


      Section
3.04   No
Conflict.  Assuming
that all consents, approvals, authorizations filings, notifications and other
actions described in Section 3.04 and
Section 3.05 of the Disclosure Schedule have been obtained or made, the
execution, delivery and performance by any Seller of this Agreement and the
Ancillary Agreements to which any Seller is a party do not and will not
(a) violate, conflict with or result in the breach of any provision of the
certificate of incorporation or by-laws of any Seller, Company or Subsidiary,
(b) conflict with or violate (or cause an event that could have a Material
Adverse Effect as a result of) any Law or Governmental Order applicable to any
Seller, Company or Subsidiary or any of their respective assets, properties or
businesses or (c) conflict with, result in any breach of, constitute a
default (or event that with the giving of notice or lapse of time, or both,
would become a default) under, require any consent under, or give to others any
rights of termination, amendment, acceleration, suspension, revocation or
cancellation of, or result in the creation of any Encumbrance, other than
Permitted Encumbrances, on any of the Shares, the HUV Interests or the Assets
pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease,
sublease, license, permit, franchise or other instrument or arrangement to which
or any Seller, Company or Subsidiary is a party or by which any of the Shares,
the HUV Interests or the Assets is bound or affected, except, in the case of
this clause (c), to the extent that such conflicts, breaches, defaults or
other matters would not (i) adversely affect the ability of any Seller,
Company or Subsidiary to carry out its or his obligations under, and to
consummate the transactions contemplated by, this Agreement and the Ancillary
Agreements to which such Seller, Company or Subsidiary is a party or
(ii) otherwise have a Material Adverse Effect.


      
        
           


        

        
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      Section 3.05   Governmental Consents and
Approvals.  Except
for the consents, approvals and notifications that must be obtained or given
prior to the Closing as set forth on Section 3.05 of the
Disclosure Schedule (the “Required Consents”),
the execution, delivery and performance by each Seller of this Agreement and
each Ancillary Agreement to which the such Seller is a party, as the case may
be, do not and will not require any consent, approval, authorization or other
order of, action by, filing with or notification to, any Governmental Authority
or Educational Agency.  To the Knowledge of the Sellers, there is no
reason why all the Required Consents will not be received.

      


      Section 3.06   Financial Information; Books
and Records; No Undisclosed Liabilities.  (a)  True
and complete copies of (i) the audited consolidated balance sheet of the
Companies and Clemens as of December 31, 2007, and the related audited
consolidated statements of income, retained earnings, shareholders’ equity and
changes in financial position of the Companies and Clemens, together with all
related notes and schedules thereto, accompanied by the reports thereon, if any,
of the Sellers’ Accountants (collectively referred to herein as the “Audited Financial
Statements”) and (ii) the unaudited consolidated balance sheet of
the Companies and Clemens for the nine-month period ending September 30, 2008
and the related consolidated financial statements of Companies and Clemens,
together with all related notes and schedules thereto (collectively referred to
herein as the “Interim
Financial Statements”) have been delivered or made available by the
Sellers to the Purchaser.  The Audited Financial Statements and the
Interim Financial Statements are hereinafter collectively referred to as the
“Financial
Statements”.  The Financial Statements (A) were prepared
in accordance with the books of account and other financial records of Clemens,
the Companies and the Subsidiaries, (B) present fairly, in all material
respects, the financial condition and results of operations of Clemens, the
Companies and the Subsidiaries as of the dates thereof or for the period covered
thereby (subject, in the case of the Interim Financial Statements, to normal
year-end adjustments), (C) have been prepared in accordance with GAAP and
GAGAS, on a basis consistent with the Accounting Principles and the past
practices of Clemens, the Companies and the Subsidiaries, and (D) include
all adjustments (consisting only of normal recurring accruals) that are
necessary for a fair presentation in all material respects of the financial
condition of Clemens, the Companies and the Subsidiaries and the results of the
operations of Clemens, the Companies and the Subsidiaries as of the dates
thereof or for the period covered thereby.

      


      (b)           The
books of account and other financial records of the Companies and the
Subsidiaries:  (i) reflect all items of income and expense and all
assets and Liabilities required to be reflected therein in accordance with GAAP
applied on a basis consistent with the past practices of the Companies and the
Subsidiaries, respectively, (ii) are in all material respects complete and
correct, and do not contain or reflect any material inaccuracies or
discrepancies and (iii) have been maintained in accordance with good business
and accounting practices.

      


      (c)           The
minute books of the Companies and the Subsidiaries reflecting records of actions
taken by the shareholders or members, boards of directors/managers and all
committees of the boards of directors/managers of the Companies and the
Subsidiaries have been provided or made available to the Purchaser and are
complete and accurate in all material respects.


      
        
           


        

        
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      (d)           The
Companies and the Subsidiaries have established and maintain a system of
internal accounting controls (“Internal Controls”)
sufficient to comply with all legal and accounting requirements applicable to
the Companies, the Subsidiaries and the Institutions and to provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in conformity with GAAP and GAGAS, subject to the
adjustments set forth in the Accounting Principles.  Except as set
forth in Section
3.06(d) of the Disclosure Schedule, there are no significant deficiencies
or material weaknesses in the design or operation of such Internal Controls, and
the Companies and the Subsidiaries have not been advised by any independent
auditor or other third party that any such significant deficiency or material
weakness in such Internal Controls exists or existed.  Except as set
forth in Section
3.06(d) of the Disclosure Schedule, no Company or any Subsidiary nor
any of their respective directors, officers, employees, auditors, accountants or
representatives has received or otherwise had or obtained knowledge of any
complaint, allegation, assertion or claim, whether written or oral, regarding
the accounting or auditing practices, procedures, methodologies or methods of
the Companies and the Subsidiaries or their respective Internal Controls,
including any complaint, allegation, assertion or claim that the Companies and
the Subsidiaries have engaged in questionable financial reporting, accounting or
auditing practices.  There has not been any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Internal Controls or, to the Knowledge of the Sellers, any
allegations or investigations of any such fraud.

      


      (e)           There
are no Liabilities of the Companies and the Subsidiaries, other than Liabilities
(i) reflected or reserved against in the Financial Statements, (ii) set
forth in Section
3.06(e) of the Disclosure Schedule, or (iii) incurred since
September 30, 2008 in the ordinary course of business, consistent with the past
practice of the Companies and the Subsidiaries and which do not and could not
have a Material Adverse Effect.

      


      Section
3.07   Receivables.  Set
forth in Section 3.07
of the Disclosure Schedule is an aged list of the Receivables as of
September 30, 2008.  All Receivables arising from the date thereof
until the Closing have or will have arisen in the ordinary course of business
from bona fide transactions and constitute or will constitute only valid,
undisputed claims of any Company, Subsidiary or Institution, and no valid claims
of setoff or other defenses or counterclaims have been formally asserted with
respect thereto, other than normal cash discounts accrued in the ordinary course
of business consistent with the past practices of the Companies and the
Subsidiaries or as reserved for in the Financial Statements.

      


      Section 3.08   Conduct in the Ordinary
Course; Absence of Certain Changes, Events and Conditions.  Since
December 31, 2007, the Businesses have been conducted in the ordinary course
consistent with past practice.  As amplification and not limitation of
the foregoing, since such date, except as set forth in Section 3.08 of the
Disclosure Schedule, no Company, Subsidiary or Institution
has:

      


      (a)           permitted
or allowed any of the Assets to be subjected in any material respect to any
Encumbrance, other than Permitted Encumbrances and Encumbrances that will be
released at or prior to the Closing;


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      (b)           except
in the ordinary course of business consistent with past practice, discharged or
otherwise obtained the release of any Encumbrance related to any Company or
Subsidiary, or paid or otherwise discharged any material Liability related to
any Company or Subsidiary, other than current liabilities incurred in the
ordinary course of business consistent with past practice;

      


      (c)           written
down or written up in any material respect (or failed to write down or write up
in accordance with accounting methods consistent with past practice) the value
of any Inventory or Receivables or revalued in any material respect any of the
Assets other than in the ordinary course of business consistent with past
practices and in accordance with GAAP;

      


      (d)           made
any change in any method of accounting or accounting practice or policy used by
any Company or Subsidiary, other than such changes required by
GAAP;

      


      (e)           amended,
terminated, cancelled or compromised any material claims of any Company or
Subsidiary or waived any other rights of material value to any Company or
Subsidiary;

      


      (f)           sold,
transferred, leased, subleased or licensed to any Person, or abandoned or
otherwise disposed of any properties or assets, real, personal or mixed
(including leasehold interests and intangible property) of the Businesses other
than in the ordinary course of business consistent with past
practice;

      


      (g)           redeemed
any of the capital stock or declared, made or paid any dividends or
distributions (whether in cash, securities or other property) to the holder(s)
of capital stock of any Company or Subsidiary with respect to such capital
stock;

      


      (h)           merged
with, entered into a consolidation with or acquired an interest of 5% or more in
any Person or acquired a substantial portion of the assets or business of any
Person or any division or line of business thereof, or otherwise acquired any
material assets other than in the ordinary course of business consistent with
past practice;

      


      (i)
           made any
capital expenditure or commitment for any capital expenditure in excess of
$60,000 individually or $150,000 in the aggregate;

      


      (j)
           issued any
sales orders or otherwise agreed to make any purchases involving exchanges in
value in excess of $35,000 individually or $100,000 in the
aggregate;

      


      (k)           incurred
any Indebtedness in excess of $25,000 individually or $100,000 in the
aggregate;

      


      (l) 
          made any loan to,
guaranteed any Indebtedness of, or otherwise incurred any Indebtedness on behalf
of, any Person;

      


      (m)          failed
to pay any creditor any material amount owed to such creditor when
due;


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      (n)           (i) granted
or announced any increase in the wages, salaries, compensation, bonuses,
incentives, pension or other benefits payable by any Company or Subsidiary to
any of its employees, including any increase or change pursuant to any Plan, or
(ii) established or increased or promised to increase any benefits under
any Plan in either case, except as required by Law or involving ordinary
increases consistent with the past practices of the Companies and the
Subsidiaries;

      


      (o)           entered
into any agreement, arrangement or transaction with any directors, managers,
officers, employees, consultants, stockholders or members any Company,
Subsidiary or Institution (or with any relative, beneficiary, spouse or
Affiliate thereof);

      


      (p)           entered
into any agreement, arrangement or transaction with any Person or Governmental
Authority providing for the furnishing of services by any Company, Subsidiary or
Institution at a discount to rates or tuition amounts charged by such Company,
Subsidiary or Institution as of December 31, 2007;

      


      (q)           terminated,
discontinued, closed or disposed of any facility or other business operation, or
laid off any employees (other than layoffs of fewer than 50 employees in any
six-month period in the ordinary course of business consistent with past
practice) or implemented any early retirement, separation or other program
providing early retirement window benefits within the meaning of Section
1.401(a)-4 of the Treasury Regulations or announced or planned any such action
or program for the future;

      


      (r)           allowed
any permit required of any Company, Subsidiary or Institution by any
Governmental Authority or any Environmental Permit in connection with the
ownership or operation of the Businesses and the Institutions to lapse or
terminate or failed to renew any insurance policy or any such permit or
Environmental Permit that is scheduled to terminate or expire within 45 calendar
days of the Closing Date;

      


      (s)           failed
to maintain each Company’s, Subsidiary’s and Institution’s buildings, property
and equipment in good repair and operating condition, ordinary wear and tear
excepted;

      


      (t)           suffered
any casualty loss or damage with respect to any of the Assets which in the
aggregate have a replacement cost of more than $50,000, whether or not such loss
or damage shall have been covered by insurance;

      


      (u) 
         amended or modified or
consented to the termination of any Material Contract or any Company’s,
Subsidiary’s or Institution’s rights thereunder;

      


      (v)           made
any material charitable contribution;

      


      (w)          suffered
any Material Adverse Effect;

      


      (x)           agreed,
whether in writing or otherwise, to take any of the actions specified in this
Section 3.08,
or granted any options to purchase, rights of first refusal, rights of first
offer or any similar rights or commitments with respect to any of the actions
specified in this Section 3.08, except
as expressly contemplated by this Agreement and the Ancillary
Agreements;


      
        
           


        

        
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      (y)           failed
to comply in any material respect with or remain in material compliance with any
Educational Law applicable to such Company, Subsidiary, Institution, or the
Businesses, or to maintain in full force and effect any Educational Approval
necessary for the Businesses’ and the Institution’s existing operations and such
Company or Subsidiary has not received written notice from any Educational
Agency of any such failure;

      


      (z)           unless
required by applicable Law, made any material change in any of its established
practices or procedures for complying with any Educational Law;

      


      (aa)         made,
changed or revoked any material Tax election or settled or compromised any Tax
liability or consented to any claim or assessment relating to Taxes or any
waiver of the statute of limitations for any such claim or assessment, in each
case, with respect to the Assets or any Company or Subsidiary; or

      


      (bb)        not
shortened or lengthened the customary payment cycles for any of its payables or
receivables.

      


      Section
3.09   Litigation.  Except
as set forth in Section 3.09 of the
Disclosure Schedule, there are no Actions, Claims or Educational Claims
by or against any Company, Subsidiary or Institution (or by or against any
Seller or any Affiliate thereof and relating to the Businesses, the Companies,
the Subsidiaries or the Institutions) or affecting any of the Assets or the
Businesses pending before any Governmental Authority or Educational Agency (nor,
to the Knowledge of the Sellers, threatened to be brought by or before any
Governmental Authority or Educational Agency).  Timely claims for
insurance with respect to all such Actions, Claims and Educational Claims set
forth in Section 3.09
of the Disclosure Schedule have been submitted by or on behalf of the
applicable Company, Subsidiary or Institution.  None of the Sellers,
Companies, Subsidiaries or Institutions nor any of their respective assets and
properties, including the Assets, is subject to any Governmental Order or order
of any Educational Agency (nor, to the Knowledge of the Sellers, are any
Governmental Orders or orders of any Educational Agency threatened to be
imposed) that has or has had a Material Adverse Effect or could affect the
legality, validity or enforceability of this Agreement, any Ancillary Agreement
or the consummation of the transactions contemplated hereby or
thereby.

      


      Section 3.10   Compliance with
Laws.  (a)  The
Companies, the Subsidiaries and the Institutions have conducted and continue to
conduct the Businesses in accordance in all material respects with all Laws
(excluding Educational Laws) and Governmental Orders applicable to the
Companies, the Subsidiaries and the Institutions or the Assets, and no Company,
Subsidiary or Institution is in violation in any material respect of any such
Law or Governmental Order.  No Company, Subsidiary or Institution has,
in the last three years, received any written communication from any
Governmental Authority alleging that such Company, Subsidiary or Institution is
not in compliance in any material respect with any Law or Governmental Order
that has not been resolved.


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      (b)           Section 3.10(b) of the
Disclosure Schedule sets forth a brief description of each Governmental
Order applicable to the Companies, the Subsidiaries, the Institutions or the
Assets, and no such Governmental Order has or has had a Material Adverse Effect
or could affect the legality, validity or enforceability of this Agreement, any
Ancillary Agreement or the consummation of the transactions contemplated hereby
or thereby.

      


      Section 3.11   Environmental and Other
Permits and Licenses; Related Matters.  Except
as set forth on Section 3.11(b)(ii) and (c)
of the Disclosure Schedule:

      


      (a)           Each
Company, Subsidiary and Institution is in compliance in all material respects
with all applicable Environmental Laws.  Each Company, Subsidiary and
Institution has all material Environmental Permits required under Environmental
Law, all such permits are in full force and effect and each Company, Subsidiary
and Institution is in material compliance therewith.

      


      (b)           There
has been no Release of any Hazardous Material (i) by any Company, Subsidiary or
Institution, (ii) to the Knowledge of the Sellers, on the Real Property, (iii)
to the Knowledge of the Sellers, on any property formerly leased, used or
occupied by any Company, Subsidiary or Institution during the period of any
Company’s, Subsidiary’s or Institutions’ lease, use or occupancy thereof, or
(iv) on any property formerly owned by any Company, Subsidiary or Institution
during the period of any Company’s, Subsidiary’s or Institution’s ownership
thereof, in the case of (i), (ii), (iii) and (iv), that requires any Remedial
Action.

      


      (c)           There
are no Environmental Claims pending (or, to the Knowledge of the Sellers,
threatened) against any Company, Subsidiary or Institution, and there are no
circumstances that can reasonably be expected to form the basis of any such
Environmental Claim, including, to the Knowledge of the Sellers, with respect to
any off-site disposal location currently or formerly used by any Company,
Subsidiary or Institution or any of its predecessors or with respect to
previously owned or operated facilities.

      


      (d)           No
Company or Subsidiary is conducting, or has undertaken or completed or funded,
any Remedial Action relating to any Release or threatened Release of any
Hazardous Material at the Real Property or at any other site, location or
operation, either voluntarily or pursuant to the order of any Governmental
Authority or the requirements of any Environmental Law or Environmental
Permit.

      


      (e)
          To the
Knowledge of the Sellers, there is no asbestos or asbestos-containing material
on any of the Real Property that requires abatement, removal or encapsulation
pursuant to Environmental Law.

      


      (f) 
          None of the Real
Property is listed or proposed for listing, nor to the Knowledge of the Sellers
does the Real Property adjoin any other property that is listed or proposed for
listing, on the National Priorities List or CERCLIS or on any analogous federal,
state or local list.

      


      (g)
          To the
Knowledge of the Sellers, there are no wetlands or any areas subject to any
legal requirement or restriction in any way related to wetlands (including
requirements or restrictions related to buffer or transition areas or open
waters) at or affecting the Real Property.


      
        
           


        

        
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      (h)           The
Sellers have provided or made available to the Purchaser copies of (i) any
environmental assessment or audit reports or other similar studies or analyses
relating to the Businesses, the Real Property or the Companies or the
Subsidiaries in their possession, and (ii) all insurance policies issued at any
time that may provide coverage to any Company, Subsidiary or Institution for
environmental matters.

      


      (i)
           There
are no underground storage tanks, surface impoundments, septic tanks, pits,
sumps or lagoons in which Hazardous Materials are being or have been treated,
stored or disposed on the Real Property by the Sellers.

      


      (j)
           Except
with respect to the property located at 97 Newberry Road, East Windsor,
Connecticut, neither the execution of this Agreement or the Ancillary Agreements
nor the consummation of the transactions contemplated hereby or thereby will
require any Remedial Action or notice to or consent of any Governmental
Authority or third party pursuant to any applicable Environmental Law or
Environmental Permit.

      


      (k)           Except
with respect to Section 3.05 and
Section 3.08,
the representations set forth in this Section 3.11 are the
only representations with respect to environmental matters.

      


      Section 3.12   No Preferential
Rights.  There
is no contract, agreement or other arrangement granting any Person any
preferential right to purchase any of the Assets (other than in the ordinary
course of business consistent with past practice), or any of the Shares or the
HUV Interests.

      


      Section 3.13   Material
Contracts.  (a)  Section 3.13(a) of the
Disclosure Schedule lists each of the following types of contracts and
agreements (including oral agreements) of each Company, Subsidiary and
Institution (such contracts and agreements, together with all contracts,
agreements, leases and subleases concerning the use, occupancy, management or
operation of any Leased Real Property (including all contracts, agreements,
leases and subleases relating to Intellectual Property and all contracts,
agreements, leases and subleases relating to Tangible Personal Property), being
“Material
Contracts”):

      


      (i)           each
contract or agreement, or related series of agreements, that cannot be cancelled
by a Company, Subsidiary or Institution on 30 days’ notice or less without
penalty or further payment and under the terms of which such Company, Subsidiary
or Institution:  (A) is likely to pay or otherwise give consideration
of more than $25,000 in the aggregate during the calendar year ended December
31, 2009; (B) is likely to pay or otherwise give consideration of more than
$50,000 in the aggregate over the remaining term of such contract; (C) is
reasonably likely to be entitled to receive consideration of more than $25,000
in the aggregate during the calendar year ended December 31, 2009; or (D) is
likely to be entitled to receive consideration of more than $50,000 in the
aggregate over the remaining term of the contract;

      


      (ii)          all
advertising agency, sales promotion, market research, marketing, web site
creation and maintenance, consulting and advertising contracts and agreements to
which any Company, Subsidiary or Institution is a party and involving the
payment of consideration of more than $25,000 in the
aggregate;


      
        
           


        

        
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      (iii)         all
management contracts and contracts with independent contractors or consultants
(or similar arrangements) to which any Company, Subsidiary or Institution is a
party and that are not cancelable without penalty or further payment and without
more than 30 days’ notice;

      


      (iv)         all
contracts and agreements relating to Indebtedness of any Company, Subsidiary or
Institution;

      


      (v)          all
contracts and agreements between any Company, Subsidiary or Institution, on the
one hand, and any Educational Agency, on the other hand, but excluding any
Educational Approval;

      


      (vi)         all
contracts and agreements that limit or purport to limit the ability of any
Company, Subsidiary or Institution to compete in any line of business or with
any Person or in any geographic area or during any period of time;

      


      (vii)        all
contracts and agreement between any Company, Subsidiary or Institution, on the
one hand, and any Seller or any Affiliate of any Seller (other than Clemens, a
Company, Subsidiary or Institution), on the other hand;

      


      (viii)       all
contracts and agreements between any Company, Subsidiary or Institution, on the
one hand, and any of its respective directors, managers, officers, employees,
stockholders or members (or any relative, beneficiary, spouse or Affiliate
thereof), on the other hand, other than any oral contracts of employment
terminable on no more than 30 days’ notice without penalty or further payment
obligation;

      


      (ix) 
        all material contracts,
agreements and leases relating to the use, occupancy, management or operation of
the Leased Real Property;

      


      (x)
          all material
agreements included in the Companies IP Licenses (and exclusive of any
agreements or licenses included in the Companies IP Licenses that arise from the
purchase of any commercially available “off-the-shelf” computer software
products that are not material to the Businesses, or any other “shrink-wrap” or
“click-wrap” licenses or agreements that are included in the Companies IP
Licenses and that are not material to the Businesses);

      


      (xi)          all
agreements regarding any special pricing, discount or reduced tuition
arrangement including agreements providing for tuition or pricing that is
materially inconsistent with the tuition reflected in the enrollment agreements,
catalogs, and other written materials of any Company, Subsidiary or Institution
disseminated to students and prospective students;

      


      (xii)
        all joint venture,
community college, partnership or similar agreements involving a sharing of
profits, losses, costs or liabilities with any other Person;


      
        
           


        

        
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      (xiii)
       all agreements with any
Third-Party Servicer, as that term is defined in 34 C.F.R. § 668.2;

      


      (xiv) 
      all agreements in existence since the
Compliance Date under which any Company, Subsidiary or Institution provides or
has provided educational instruction on behalf of any other institution or
organization, or another institution provides or has provided educational
instruction on behalf of any Company, Subsidiary or Institution, including all
consortium, contractual, internship, externship or articulation
agreements;

      


      (xv)
        all agreements respecting
the funding of student scholarships;

      


      (xvi)        all
agreements under which any Company, Subsidiary or Institution is a
lender;

      


      (xvii)       all
agreements for the sale of tuition receivables;

      


      (xviii) 
    all marketing agreements and agreements for student
recruiting and retention services (other than agreements with employees of
Clemens or any Company, Subsidiary or Institution);

      


      (xix)        all
agreements by which any Company, Subsidiary or Institution provides or
facilitates scholarships or grants; 

      


      (xx)         all
agreements by which any Company, Subsidiary or Institution provides private
capital loans to students attending any Institution;

      


      (xxi)        all
agreements for student recruiting services whether entered into with an employee
or with third parties;

      


      (xxii) 
     all amendments, supplements, and modifications
(whether oral or written) in respect of any of the foregoing; and

      


      (xxiii)      all
other contracts and agreements, whether or not made in the ordinary course of
business, the absence of which would have a Material Adverse
Effect.

      


      For
purposes of this Agreement, the term “lease” shall include
any and all leases, subleases, sale/leaseback agreements or similar
arrangements.

      


      (b)           Except
as set forth in Section 3.13(b) of the
Disclosure Schedule, each Material Contract:  (i) is valid and
binding on the Seller, Company, Institution or Subsidiary that is a party
thereto and, to the Knowledge of Sellers, on the other parties thereto and is in
full force and effect, (ii) does not require consent, approval or notice to any
third party as a result of the transactions contemplated by this Agreement and
the Ancillary Agreements, and (iii) assuming receipt of the Required Consents,
upon consummation of the transactions contemplated by this Agreement and the
Ancillary Agreements shall continue in full force and effect without penalty or
other adverse consequence.  No Company, Subsidiary or Institution is
in breach of, or default under, any Material Contract and no Company, Subsidiary
or Institution has received written notice from any third party to any Material
Contract alleging or asserting any such breach or default or any notice of
termination or cancellation thereof.


      
        
           


        

        
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      (c)           To
the Knowledge of the Sellers, no other party to any Material Contract is in
material breach thereof or default thereunder, and no Company, Subsidiary or
Institution has given any notice of termination, cancellation, breach or default
under any Material Contract.

      


      (d)           The
Sellers have made available to the Purchaser true and complete copies of all
written Material Contracts and has provided to the Purchaser a summary of all
oral Material Contracts (if any).

      


      Section 3.14   Intellectual
Property.  (a)  Section 3.14(a) of the
Disclosure Schedule sets forth a true and complete list of (i) all
patents and patent applications, registered trademarks and trademark
applications, registered copyrights and copyright applications, and domain names
included in the Owned Intellectual Property, if any (ii) all Companies IP
Licenses, other than commercially available off-the-shelf computer software
products licensed pursuant to shrink-wrap or click-wrap licenses that are not
material to the Businesses or any other “shrink-wrap” or “click-wrap” licenses
or agreements that are included in the Companies IP Licenses and that are not
material to the Businesses, if any, and (iii) any other Owned Intellectual
Property material to the Businesses.

      


      (b)           The
conduct of the Businesses as currently conducted does not infringe,
misappropriate, or otherwise violate the Intellectual Property of any third
party, and no Claim has been asserted that the conduct of the Businesses as
currently conducted infringes, misappropriates or otherwise violates the
Intellectual Property of any third party.  With respect to each item
of Owned Intellectual Property, a Company or Subsidiary is the exclusive owner
of the entire right, title and interest in and to such Intellectual Property
free and clear of any Encumbrances, other than Permitted Encumbrances, and is
entitled to use such Intellectual Property on an unrestricted basis in the
continued operation of the Businesses.  With respect to each item of
Licensed Intellectual Property a Company or Subsidiary has the right to use such
Intellectual Property in the continued operation of the Businesses in accordance
with the terms of the Companies IP Licenses governing such Intellectual
Property.

      


      (c)           Except
as set forth in Section 3.14(c) of the
Disclosure Schedule, to the Knowledge of the Sellers, no Person is
engaging in any activity that infringes, dilutes, misappropriates, or otherwise
violates the Owned Intellectual Property.  Each Companies IP License
is valid and enforceable, is binding on a Company, Institution or Subsidiary
and, to the Knowledge of the Sellers, on the other parties thereto, is in full
force and effect, and no party to any Companies IP License is in material breach
thereof or default thereunder.

      


      Section
3.15   Real
Property.  (a)  No
Company or Subsidiary holds title to any Owned Real Property.

      


      (b)           Section 3.15(b) of the
Disclosure Schedule lists:  (i) the street address of each
parcel of Leased Real Property and (ii) the identity of the lessor, lessee and
current occupant (if different from lessee) of each such parcel of Leased Real
Property.


      
        
           


        

        
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      (c)           There
is no material violation of any Law (including any building, planning or zoning
law) relating to any of the Real Property.  The Sellers have made
available to the Purchaser true, legible and complete copies of each deed for
each parcel of Leased Real Property and all the title insurance policies, title
reports, surveys, certificates of occupancy, environmental reports and audits,
appraisals, permits, other Encumbrances, title documents and other documents
relating to or otherwise affecting the Real Property, the operations of any
Company, Subsidiary or Institution thereon or any other uses
thereof.  A Company, Subsidiary or Institution is in peaceful and
undisturbed possession of each parcel of Real Property, and there are no
contractual or legal restrictions that preclude or restrict the ability to use
the Real Property for the purposes for which it is currently being
used.  All existing water, sewer, steam, gas, electricity, telephone,
cable, fiber optic cable, Internet access and other utilities required for the
construction, use, occupancy, operation and maintenance of the Real Property are
adequate for the conduct of the Businesses as they have been and currently are
conducted.  There are no material latent defects or material adverse
physical conditions affecting the Real Property or any of the facilities,
buildings, structures, erections, improvements, fixtures, fixed assets and
personalty of a permanent nature annexed, affixed or attached to, located on or
forming part of the Real Property.  No Company, Subsidiary or
Institution has leased any parcel or any portion of any parcel of Real Property
to any other Person and no other Person has any rights to the use, occupancy or
enjoyment thereof pursuant to any lease, license, occupancy or other agreement,
nor have the Sellers assigned its interest under any lease listed in Section 3.15(b) of the
Disclosure Schedule to any third party.

      


      (d)           Section 3.15(d) of the
Disclosure Schedule sets forth a true and complete list of all leases
relating to the Leased Real Property and any and all ancillary documents (the
“Ancillary Lease
Documents”) pertaining thereto (including all amendments, modifications,
supplements, exhibits, schedules, addenda and restatements thereto and thereof
and all consents, including consents for alterations, assignments and sublets,
documents recording variations, memoranda of lease, options, rights of
expansion, extension, first refusal and first offer and evidence of commencement
dates and expiration dates).  Except as set forth in Section 3.15(d) of the
Disclosure Schedule, with respect to each of such leases, no Company,
Subsidiary or Institution has exercised or given any notice of exercise of, nor
has any lessor or landlord exercised or received any notice of exercise by a
lessor or landlord of, any option, right of first offer or right of first
refusal contained in any such lease or sublease, including any such option or
right pertaining to purchase, expansion, renewal, extension or relocation
(collectively, “Options”).

      


      (e)           The
interests of the Companies, Subsidiaries and Institutions in the Leased Real
Property to be transferred pursuant to this Agreement are sufficient in all
material respects for the continued conduct of the Businesses after the Closing
in substantially the same manner as conducted prior to the Closing.

      


      (f)           There
are no condemnation proceedings or eminent domain proceedings of any kind
pending or, to the Knowledge of the Sellers, threatened against the Leased Real
Property.

      


      (g)           (i)
All the Leased Real Property is occupied under a valid and current certificate
of occupancy or similar permit, (ii) the transactions contemplated by this
Agreement and the Ancillary Agreements will not require the issuance of any new
or amended certificate of occupancy, and (iii) to the Knowledge of the Sellers,
there are no facts that would prevent the Real Property from being occupied by
any Company, Subsidiary or Institution after the Closing in the same manner as
occupied by any Company, Subsidiary or Institution immediately prior to the
Closing.


      
        
           


        

        
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      (h)           All
improvements on the Real Property constructed by or on behalf of any Company,
Subsidiary or Institution or constructed by or on behalf of any other Person,
were constructed in compliance in all material respects with all applicable Laws
(including any building, planning or zoning Laws) affecting such Real
Property.

      


      (i) 
          No improvements on
the Real Property and none of the current uses and conditions thereof violate
any Encumbrance, applicable deed restrictions or other applicable covenants,
restrictions, agreements, existing site plan approvals, zoning or subdivision
regulations or urban redevelopment plans as modified by any duly issued
variances, and no permits, licenses or certificates pertaining to the ownership
or operation of all improvements on the Real Property, other than those which
are transferable with the Real Property, are required by any Governmental
Authority having jurisdiction over the Real Property.

      


      (j) 
          All improvements on
any Real Property are wholly within the lot limits of such Real Property and do
not encroach on any adjoining premises or Encumbrance benefiting such Real
Property, and there are no encroachments on any Real Property or any easement or
property right or benefit appurtenant thereto by any improvements located on any
adjoining premises.

      


      (k)           There
have been no improvements of a value in excess of $10,000 in the aggregate made
to or constructed on any Real Property within the applicable period for the
filing of mechanics’ liens.

      


      (l) 
          The rental set forth
in each lease of the Leased Real Property is the actual rental being paid, and
there are no separate agreements or understandings with respect to the
same.

      


      (m)          A
Company, Subsidiary or Institution has the full right to exercise any Options
contained in the leases pertaining to the Leased Real Property on the terms and
conditions contained therein and upon due exercise would be entitled to enjoy
the full benefit of such Options with respect thereto.

      


      (n)           Other
than the amounts listed on Section 2.03(a)(xx) of the
Disclosure Schedule there are no payments or Taxes currently due with
respect to any Leased Real Property or any real property leased by
Clemens.

      


      Section 3.16   Tangible Personal
Property.  (a)  Section 3.16(a) of the
Disclosure Schedule lists each item or distinct group of equipment,
supplies, furniture, fixtures, personalty, books and other tangible personal
property (the “Tangible Personal
Property”) used at each Institution having an individual value equal to
or greater than $5,000.


      
        
           


        

        
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      (b)           Section 3.16(b) of the
Disclosure Schedule sets forth a true and complete list of all leases for
Tangible Personal Property and any and all material ancillary documents
pertaining thereto (including all amendments, consents and evidence of
commencement dates and expiration dates) having an individual value equal to or
greater than $5,000.

      


      Section 3.17   Employee Benefit
Matters.

      


      (a)           Plans and Material
Documents.  Section 3.17(a) of the
Disclosure Schedule lists (i) all employee benefit plans (as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974
(“ERISA”)) and
all bonus, stock option, stock purchase, restricted stock, incentive, deferred
compensation, retiree medical or life insurance, supplemental retirement,
severance or other benefit plans, programs or arrangements, and all employment,
termination, severance or other contracts or agreements to which each Company or
Subsidiary is a party (other than any oral contracts of employment terminable on
no more than 30 days’ notice without penalty or further payment obligation),
with respect to which any Company or Subsidiary has any obligation or that are
maintained, contributed to or sponsored by any Company or Subsidiary for the
benefit of any current or former employee, officer, director or consultant of
any Company or Subsidiary (other than any oral contracts of employment
terminable on no more than 30 days’ notice without penalty or further payment
obligation) and (ii) any contracts, arrangements or understandings between
any Seller or any of its Affiliates and any employee or consultant of any
Company or Subsidiary, including any contracts, arrangements or understandings
relating to the sale of any Company or Subsidiary (collectively, the “Plans”).  The
Sellers have made available to the Purchaser a complete and accurate copy of
each written Plan and a summary of the material terms of any unwritten Plan and
there are no other employee benefit plans, programs, arrangements or agreements,
whether formal or informal, whether in writing or not, to which any Company or
Subsidiary is a party, with respect to which any Company or Subsidiary has any
obligation or that are maintained, contributed to or sponsored by any Company or
Subsidiary for the benefit of any current or former employee, officer, director
or consultant of any Company or Subsidiary.

      


      (b)           Absence of Certain Types of
Plans.  None of the Plans is a multiemployer plan (within the
meaning of Section 3(37) or 4001(a)(3) of ERISA) (a “Multiemployer Plan”)
or a single employer pension plan (within the meaning of Section 4001(a)(15) of
ERISA) for which any Company or any Subsidiary could incur liability under
Section 4063 or 4064 of ERISA (a “Multiple Employer
Plan”).  None of the Plans provides for the payment of
separation, severance, termination or similar-type benefits to any Person or
obligates any Company or Subsidiary to pay separation, severance, termination or
similar-type benefits solely as a result of any transaction contemplated by this
Agreement or as a result of a “change in control”, within the meaning of such
term under Section 280G of the Code.  None of the Plans provides
for or promises retiree medical, disability or life insurance benefits to any
current or former employee, officer or director of any Company or
Subsidiary.  Each of the Plans is subject only to the Laws of the
United States or a political subdivision thereof.

      


      (c)           Compliance with Applicable
Law.  Each Plan is now and has always been operated in all
material respects in accordance with the requirements of all applicable Law,
including ERISA and the Code.  Each Company and Subsidiary has
performed all obligations required to be performed by it under, is not in any
respect in default under or in violation of, and has no knowledge of any default
or violation by any party to, any Plan.  No Action is pending or, to
the Knowledge of the Sellers, threatened with respect to any Plan (other than
claims for benefits in the ordinary course), and no material fact or event
exists that could give rise to any such Action or claim.


      
        
           


        

        
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      (d)           Qualification of Certain
Plans.  Each Plan that is intended to be qualified under
Section 401(a) of the Code or Section 401(k) of the Code has received
a favorable determination letter from the IRS that it is so qualified, and each
trust established in connection with any Plan that is intended to be exempt from
federal income taxation under Section 501(a) of the Code has received a
determination letter from the IRS that it is so exempt, and no fact or event has
occurred since the date of such determination letter from the IRS to affect
adversely the qualified status of any such Plan or the exempt status of any such
trust.  Each trust maintained or contributed to by any Company or
Subsidiary that is intended to be qualified as a voluntary employees’
beneficiary association and that is intended to be exempt from federal income
taxation under Section 501(c)(9) of the Code has received a favorable
determination letter from the IRS that it is so qualified and so exempt, and no
fact or event has occurred since the date of such determination by the IRS to
adversely affect such qualified or exempt status.

      


      (e)           Absence of Certain
Liabilities and Events.  There has been no prohibited
transaction (within the meaning of Section 406 of ERISA or Section 4975 of the
Code) with respect to any Plan.  No Company or Subsidiary has incurred
any liability for any penalty or tax arising under Section 4971, 4972, 4980,
4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no
fact or event exists that could give rise to any such liability.  No
Company or Subsidiary has incurred any liability under, arising out of or by
operation of Title IV of ERISA (other than liability for premiums to the Pension
Benefit Guaranty Corporation arising in the ordinary course), including any
liability in connection with (i) the termination or reorganization of any
employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from
any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists
that could give rise to any such liability.  No complete or partial
termination has occurred within the five years preceding the date hereof with
respect to any Plan.  No reportable event (within the meaning of
Section 4043 of ERISA) has occurred or is expected to occur with respect to any
Plan subject to Title IV of ERISA.  No Plan had an accumulated funding
deficiency (within the meaning of Section 302 of ERISA or Section 412 of the
Code), whether or not waived, as of the most recently ended plan year of such
Plan.  None of the assets of any Company or Subsidiary is the subject
of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code;
no Company or Subsidiary has been required to post any security under Section
307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists
which could give rise to any such lien or requirement to post any such
security.

      


      (f)           Plan Contributions and
Funding.  All contributions, premiums or payments required to
be made with respect to any Plan prior to the Closing Date have been or will be
made on or before their due dates.  All such contributions have been
fully deducted for income tax purposes and no such deduction has been challenged
or disallowed by any Governmental Authority, and to the Knowledge of the
Sellers, no fact or event exists that could give rise to any such challenge or
disallowance.


      
        
           


        

        
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      (g)           WARN
Act.  Each Company and Subsidiary is in compliance with the
requirements of the Workers Adjustment and Retraining Notification Act (the
“WARN Act”) and
has no Liabilities pursuant to the WARN Act.

      


      Section
3.18   Labor
Matters.  (a)  No
Company, Subsidiary or Institution is a party to any collective bargaining
agreement or other labor union contract applicable to persons employed by any
Company, Subsidiary or Institution, and to the Knowledge of the Sellers,
currently there are no organizational campaigns, petitions or other unionization
activities seeking recognition of a collective bargaining unit that could
materially affect any Company, Subsidiary or Institution.

      


      (b)           There
are no unfair labor practice complaints pending against any Company, Subsidiary
or Institution before the National Labor Relations Board or any other
Governmental Authority.

      


      (c)           Each
Company and Subsidiary is currently in compliance in all material respects with
all applicable Laws relating to the employment of labor, including those related
to wages, hours, collective bargaining and the payment and withholding of taxes
and other sums as required by the appropriate Governmental Authority and has
withheld and paid to the appropriate Governmental Authority or is holding for
payment not yet due to such Governmental Authority all amounts required to be
withheld from employees of any Company or Subsidiary and is not liable for any
arrears of wages, Taxes, penalties or other sums for failure to comply with any
of the foregoing.

      


      (d)           Each
Company and Subsidiary has paid in full to all its respective employees, or
adequately accrued for in accordance with GAAP, all wages, salaries,
commissions, bonuses, benefits and other compensation due to or on behalf of
such employees.

      


      (e)
          There is no
Claim with respect to payment of wages, salary or overtime pay that has been
asserted or is now pending or, to the Knowledge of the Sellers, threatened
before any Governmental Authority with respect to any Persons currently or
formerly employed by any Company or Subsidiary.

      


      (f)
           No
Company or Subsidiary is a party to, or otherwise bound by, any consent decree
with, or citation by, any Governmental Authority relating to employees or
employment practices.

      


      (g)           There
is no charge or proceeding with respect to a violation of any occupational
safety or health standard that has been asserted or is now pending or, to the
Knowledge of the Sellers, threatened, with respect to any Company or
Subsidiary.

      


      (h)           Except
as set forth in Section 3.18(h) of the
Disclosure Schedule, there is no charge of discrimination in employment
or employment practices, for any reason, including age, gender, race, religion
or other legally protected category, which has been asserted or is now pending
or, to the Knowledge of the Sellers, threatened before the United States Equal
Employment Opportunity Commission, or any other Governmental Authority, with
respect to any Company or Subsidiary.


      
        
           


        

        
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      Section
3.19   Assets.  (a)  Except
as set forth on Section 3.19(a) of the
Disclosure Schedule, each Company or Subsidiary has good and marketable
title to, or in the case of leased Assets and Licensed Intellectual Property, a
valid and subsisting leasehold interest in or lawful right to use, as
applicable, all the Assets, free and clear of all Encumbrances except Permitted
Encumbrances.

      


      (b)           A
Company or Subsidiary, as the case may be, owns, leases or has the legal right
to use, as applicable, all the properties and assets, including the Owned
Intellectual Property, the Licensed Intellectual Property, the Companies IP
Licenses, the Leased Real Property and the Tangible Personal Property, used or
intended to be used in the conduct of the Businesses or otherwise owned, leased
or used by a Company or any Subsidiary, and, with respect to contract rights, is
a party to and enjoys the right to the benefits of all contracts, agreements and
other arrangements used or intended to be used by the Company or any Subsidiary
or in or relating to the conduct of the Businesses, all of which properties,
assets and rights constitute Assets.

      


      (c)           The
Assets constitute all the properties, assets and rights forming a part of, used,
new or intended to be used in, and all such properties, assets and rights as are
necessary in the conduct of the Businesses, and at all times the Sellers have
caused the Assets to be maintained in accordance with good business practice,
and all the Assets are in good operating condition and repair and are suitable
for the purposes for which they are used and intended (subject to ordinary wear
and tear).

      


      (d)           The
Sellers have the complete and unrestricted power and unqualified right to sell,
assign, transfer, convey and deliver the Assets to the Purchaser without penalty
or other adverse consequences.  Following the consummation of the
transactions contemplated by this Agreement and the execution of the instruments
of transfer contemplated by this Agreement, the Purchaser will own, with good,
valid and marketable title, or lease, under valid and subsisting leases, or
otherwise acquire the interests of the Sellers in the Assets, free and clear of
any Encumbrances, other than Permitted Encumbrances, and without incurring any
penalty or other adverse consequence, including any increase in rentals,
royalties, or license or other fees imposed as a result of, or arising from, the
consummation of the transactions contemplated by this Agreement.

      


      Section
3.20   Student
Lists.  (a)  Section 3.20(a) of the
Disclosure Schedule lists the names and educational programs of all
students enrolled at each Institution as of the date hereof for the then current
academic period.

      


      (b)           Section 3.20(b) of the
Disclosure Schedule lists the names and intended educational programs of
all students enrolled at each Institution as of the date hereof for future
academic periods and not otherwise included in Section 3.20(a) of the
Disclosure Schedule.

      


      Section 3.21   Student Financial
Records.  True
and complete copies of the financial records for each student have been provided
or made available to the Purchaser by the Sellers.


      
        
           


        

        
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      Section 3.22   Certain
Interests.  Except
as set forth in Section 3.22 of the
Disclosure Schedule, no director, manager, member, stockholder or officer
of any Seller, Company, Subsidiary or Institution, and no relative or spouse (or
relative of such spouse) who resides with, or is a dependent of, any such
Person:

      


      (a)           has
any direct or indirect financial interest in or with respect to (i) any
competitor or supplier of any Company, Subsidiary or Business or (ii) any other
party to any arrangement or contract (including a lease) relating to any
Company, Subsidiary or Business; provided, however, that the
ownership of securities representing no more than one percent of the outstanding
voting power of any competitor or supplier, and which are also listed on any
national securities exchange, shall not be deemed to be a “financial interest”
so long as the Person owning such securities has no other connection or
relationship with such competitor or supplier;

      


      (b)           owns,
directly or indirectly, in whole or in part, or has any other interest in any
tangible or intangible property which any Company, Subsidiary or Institution
uses or has used in the conduct of the Businesses or otherwise; or

      


      (c)           has
outstanding any Indebtedness to any Company, Subsidiary or
Institution.

      


      Section
3.23   Taxes.  (a)  (i) All
Tax Returns required by applicable Law to be filed by or with respect to each
Company and each Subsidiary prior to the Closing Date have been or will be
timely filed; (ii) all Taxes required to be shown on such Tax Returns or
otherwise due prior to the Closing Date in respect of each Company and each
Subsidiary have been or will be timely paid; (iii) all such Tax Returns are
true, correct and complete in all material respects; (iv) no adjustment
relating to such Tax Returns has been proposed formally or informally by any
Governmental Authority, and no basis exists for any such adjustment;
(v) there are no pending or, to the Knowledge of the Sellers, threatened
Actions for the assessment or collection of Taxes against any Company or
Subsidiary; (vi) there are no Tax liens on
any assets of any Company or Subsidiary, other than Permitted Encumbrances;
(vii) no Seller nor any Affiliate of any Seller is a party to any agreement
or arrangement that would result, separately or in the aggregate, in the actual
or deemed payment by any Company or Subsidiary of any “excess parachute
payments” within the meaning of Section 280G of the Code (without regard to
Section 280G(b)(4) of the Code); (viii) no acceleration of the vesting
schedule for any property that is substantially unvested within the meaning of
the regulations under Section 83 of the Code will occur in connection with
the transactions contemplated by this Agreement; (ix) none of the Sellers
is a foreign person as such term is defined in Section 1445 of the Code;
(x) each Company and Subsidiary has properly and timely withheld,
collected and deposited all Taxes that are required to be withheld, collected
and deposited under applicable Law; (xi) no Company or
Subsidiary is doing business in or engaged in a trade or business in any
jurisdiction in which it has not filed all required Tax Returns, and no
notice or inquiry has been received from any jurisdiction in which Tax Returns
have not been filed by such Company or Subsidiary to the effect that the filing
of Tax Returns may be required; and (xii) no
Company or Subsidiary has been at any time a member of any consolidated,
unitary, combined, affiliated or similar group for Tax purposes (other than,
with respect to the Companies and the Subsidiaries, a group that includes only
Clemens or other Companies or Subsidiaries) or a member of any partnership or
joint venture or the holder of a beneficial interest in any trust for any period
for which the statute of limitations for any Tax has not
expired.


      
        
           


        

        
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      (b)           (i) there are no
outstanding waivers or agreements extending the statute of limitations for any
period with respect to any Tax to which any Company or Subsidiary may be
subject; (ii) there are no requests for information currently outstanding
that could affect the Taxes of any Company or Subsidiary; (iii) there are
no proposed reassessments of any property owned by any Company or Subsidiary or
other proposals that could increase the amount of any Tax to which such Company
or Subsidiary would be subject; (iv) no power of attorney that is currently
in force has been granted with respect to any matter relating to Taxes that
could affect any Company or Subsidiary; (v) no Company or Subsidiary
(A) has an unrecaptured overall foreign loss within the meaning of
Section 904(f) of the Code, or (B) has participated in or cooperated
with an international boycott within the meaning of Section 999 of the
Code; (vi) no Company or Subsidiary has any (A) income reportable for
a period ending after the Closing but attributable to a transaction (e.g., an installment
sale) occurring in, or a change in accounting method made for, a period ending
on or prior to the Closing that resulted in a deferred reporting of income from
such transaction or from such change in accounting method (other than a deferred
intercompany transaction) or (B) deferred gain or loss arising out of any
deferred intercompany transaction; and (vii) no Indebtedness attributable to any
Company or Subsidiary is characterized as equity for federal income Tax
purposes.

      


      (c)           (i) Section 3.23(c) of the
Disclosure Schedule lists all income, information, franchise and similar
Tax Returns (federal, state, local and foreign) filed with respect to each
Company and Subsidiary for taxable periods ended on or after January 1, 2004,
indicates the most recent income, information, franchise or similar Tax Return
for each relevant jurisdiction for which an audit has been completed or the
statute of limitations has lapsed, and indicates all Tax Returns that currently
are the subject of audit; (ii) the Sellers have delivered or made available
to the Purchaser correct and complete copies of all federal, state and foreign
income, information, franchise and similar Tax Returns, examination reports, and
statements of deficiencies assessed against or agreed to by any Company or
Subsidiary since January 1, 2005; and (iii) the
Sellers have delivered or made available to the Purchaser a true and complete
copy of any tax-sharing or allocation agreement or arrangement involving any
Company or Subsidiary and a true and complete description of any such unwritten
or informal agreement or arrangement.

      


      (d)           On
the Estimated Closing Balance Sheet, reserves and allowances have been provided,
and on the Closing Balance Sheet, reserves and allowances will be provided, in
each case adequate to satisfy all Liabilities for Taxes relating to the
Companies and the Subsidiaries for all taxable periods through the Closing
(without regard to the materiality thereof).

      


      Section
3.24   Insurance.  All
material assets, properties and risks of each Company and Subsidiary are, and
for the past five years have been, covered by valid and, except for insurance
policies that have expired under their terms in the ordinary course, currently
effective insurance policies or binders of insurance (including general
liability insurance, property insurance and workers’ compensation insurance)
issued in favor of a Company or Subsidiary, as the case may be, in each case
with responsible insurance companies, in such types and amounts and covering
such risks as are consistent with customary practices and standards of companies
engaged in businesses and operations similar to those of such Company or
Subsidiary, as the case may be.


      
        
           


        

        
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      Section 3.25   Educational
Approvals.  (a)  Section 3.25(a) of the Disclosure
Schedule lists, with respect to each Company, Subsidiary and Institution,
each Educational Approval issued by any Educational Agency since the Compliance
Date to such Company, Subsidiary or Institution (i) with respect to any
educational program(s) offered by such Company, Subsidiary or Institution, (ii)
with respect to the authority of each Company, Subsidiary or Institution to
recruit students in any state where it engages employees or agents to recruit
students, and (iii) with respect to all locations, branches, campuses,
buildings, classrooms, learning sites, and facilities at which any portion of an
educational program is offered or taught in whole or in part by or in
association with such Institution.  The Sellers have delivered or made
available to Purchaser complete and correct copies of all Educational
Approvals.

      


      (b)           The
current Educational Approvals set forth on Section 3.25(a) of the Disclosure
Schedule are in full force and effect, including provisional and
non-provisional certifications, and no proceeding for the suspension,
limitation, revocation, condition, restriction, withdrawal, termination or
cancellation of any of them is pending or, to the Knowledge of the Sellers, has
been threatened.  There are no facts, circumstances or omissions
concerning any Company, Subsidiary or Institution that could result in such a
proceeding.  No Company, Subsidiary or Institution has received any
notice that any of the Educational Approvals set forth on Section 3.25(a) of the Disclosure
Schedule will not be renewed (to the extent that renewal is required) and
there is no basis for any such nonrenewal (if applicable).

      


      Section 3.26   Compliance with Educational
Laws.  (a)
Since the Compliance Date, and except as set forth on Section 3.26(a) of the
Disclosure Schedule, each Company, Subsidiary and Institution has been
and is in compliance in all material respects with any and all applicable
Educational Laws.

      


      (i)
           Each
Company, Subsidiary and Institution currently hold and, since the Compliance
Date, have held all Educational Approvals required under all laws, rules,
regulations, standards and requirements of any Educational Agency, including all
Educational Approvals for each education program such Company, Subsidiary or
Institution has offered and for each campus, location, or facility where such
entity offered all or any portion of an educational program.

      


      (ii)           Since
the Compliance Date, each Company, Subsidiary and Institution has complied in
all material respects with the terms and conditions of all such Educational
Approvals.  Since the Compliance Date, each Company, Subsidiary and
Institution has complied with all Educational Laws of all applicable Educational
Agencies. 

      


      (iii)
         Since the
Compliance Date, each Company, Subsidiary and Institution has timely notified,
and obtained all required approvals from all applicable Educational Agencies for
each substantive change in such Company, Subsidiary or Institution, including
any addition of new education programs or changes in ownership, control or
governance.


      
        
           


        

        
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      (iv)          Since
the Compliance Date, no Company, Subsidiary or Institution has received notice
that such Company, Subsidiary or Institution is in violation of any of the terms
or conditions of any Educational Approval or alleging the failure to hold or
obtain any Educational Approval.  There are no facts or circumstances
concerning the operations or management of any Institution that reasonably could
result in the denial or delay in issuance of any Educational Approval to be
issued in connection with the consummation of the transactions contemplated
under this Agreement.

      


      (v)           Section 3.26(a)(v) of the Disclosure
Schedule lists each program pursuant to which financial assistance is
provided or, since the Compliance Date, has been provided, to or on behalf of
the students of each Institution.

      


      (vi)          The
facilities listed on Section 3.26(a)(vi) of the
Disclosure Schedule are and, since the Compliance Date, have been the
only addresses at which each Company, Subsidiary and Institution have offered
educational instruction or otherwise operated.  With respect to any
facility that has closed or at which an Institution ceased operating
instruction, the relevant Company, Subsidiary and Institution materially
complied with all applicable laws and all Accrediting Body and Educational
Agency standards related to the closure or cessation of instruction at a
location or campus, including requirements for teaching out students from that
location or campus.

      


      (b)           Without
limiting the foregoing provisions in Section
3.26(a):

      


      (i) 
          Each Company,
Subsidiary and Institution possess, and since the Compliance Date, has
possessed, all requisite Educational Approvals to operate such Institution in
each jurisdiction in which such Institution is located or in which they conduct
any operations or are otherwise required to obtain such Educational Approvals,
including providing educational services in person or via distance learning,
student marketing or recruiting.

      


      (ii)           Each
Institution is, and since the Compliance Date has been, fully or provisionally
certified by the U.S. DOE to participate in the Title IV Programs and is party
to, and in compliance with, a valid and effective Program Participation
Agreement with the U.S. DOE that is in full force and effect.  No
Company, Subsidiary or Institution is subject to, or since the Compliance Date
has been, threatened with, any fine, limitation, suspension or termination
proceeding, or subject to any other action or proceeding by the U.S. DOE that
could result in the suspension, limitation, conditioning, or termination of
certification or eligibility, or a liability or fine.  To the
Knowledge of the Sellers, there are no facts, circumstances, or omissions
concerning the Companies, Subsidiaries or Institutions that reasonably could
result in such an action by the U.S. DOE.

      


      (iii)          Each
Company, Subsidiary and Institution is, and since the Compliance Date have been,
in material compliance with all applicable rules, regulations and requirements
pertaining to the Institutions’ participation in the Title IV
Programs.  To the Knowledge of the Sellers, there are no facts,
circumstances, or omissions concerning any Company, Subsidiary or Institution
that reasonably could result in a finding of material non-compliance with regard
to such rules, regulations and requirements.  Without limiting the
foregoing:


      
        
           


        

        
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      (A)           Since
the Compliance Date, each educational program offered by each Institution,
including programs involving externships, internships or consortium agreements,
was and is an eligible program in accordance with all applicable rules,
regulations and requirements, including the requirements of 34 C.F.R. § 668.8,
and each Company, Subsidiary and Institution have properly measured the length
of such educational programs for the purpose of disbursing Title IV Program
funding to students enrolled in each such program.

      


      (B)           Since
the Compliance Date, each Institution has possessed the Educational Approvals
necessary for each campus, branch, additional location and other facility or
site at which such Institution offered or students received all or part of an
educational program and at which students received funds under the Title IV
Programs.  Since the Compliance Date, each Institution has been duly
qualified as a “proprietary institution of higher education” as defined at 34
C.F.R. § 600.5.

      


      (C)           Except
as set forth on Section 3.26(b)(iii)(C) of
the Disclosure Schedule, since the Compliance Date, no Company,
Subsidiary or Institution has received notice from the U.S. DOE or any
Educational Agency that such Company, Subsidiary or Institution lacked financial
responsibility or administrative capability for any period.

      


      (D)           Each
Institution is and has been financially responsible in accordance with the
provisions of 34 C.F.R. §§ 668.171-175 and any predecessor regulations for each
fiscal year ending on or after the Compliance Date.

      


      (E)           Since
the Compliance Date, no Company, Subsidiary or Institution has received notice
of a request by any Educational Agency or governmental entity that such Company,
Subsidiary or Institution post a Letter of Credit or other form of surety with
respect to such Institution for any reason, including any request for a Letter
of Credit based on late refunds pursuant to 34 C.F.R. § 668.173, 34 C.F.R. §
668.15 or any predecessor regulation.

      


      (F)           Except
as set forth on Section 3.26(b)(iii)(F) of
the Disclosure Schedule, since the Compliance Date, the U.S. DOE has not
placed any Company, Subsidiary or Institution on either the cash monitoring or
reimbursement methods of payment.

      


      (G)           Since
the Compliance Date, each Company, Subsidiary and Institution has timely filed
with the U.S. DOE all required compliance audits and audited financial
statements, including those required by 34 C.F.R. § 668.23 or any predecessor
regulation.


      
        
           


        

        
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      (H)           Except
as listed in Section
3.26(b)(iii)(H) of the Disclosure Schedule, no audits, program reviews,
investigations or visits have been conducted by an Educational Agency or by a
Governmental Authority in connection with an Educational Approval or an
Institution since the Compliance Date, including but not limited to any U.S. DOE
or guaranty agency program reviews, U.S. DOE Office of Inspector General audits,
U.S. DOE Office of Inspector General investigations and Department of Justice
investigations.  Except as listed in Section 3.26(b)(iii)(H) of
the Disclosure Schedule, there is no audit, program review,
investigation, or visit that remains pending or is scheduled to
occur.  The Sellers have provided or made available to the Purchaser
true and complete copies of all correspondence, reports, determinations, audits
or other documents related to the items listed on Section 3.26(b)(iii)(H) of
the Disclosure Schedule.

      


      (I) 
          Except as disclosed
on Section
3.26(b)(iii)(I) of the Disclosure Schedule, since the Compliance Date,
each Company, Subsidiary and Institution has calculated and paid refunds and
calculated dates of withdrawal and leaves of absence in material accordance with
all applicable rules, regulations and requirements, including the requirements
of 34 C.F.R. § 668.22, 34 C.F.R. § 682.605 and any predecessor
regulations.

      


      (J)
           Except
as listed in Section
3.26(b)(iii)(J) of the Disclosure Schedule, since the Compliance Date,
each Company, Subsidiary and Institution has disbursed and processed Title IV
Program funds in material accordance with all applicable rules, regulations and
requirements, including the requirements of 34 C.F.R. § 668.164, 34 C.F.R. §
682.604 and any predecessor regulations.

      


      (K)           Except
as listed in Section
3.26(b)(iii)(K) of the Disclosure Schedule, since the Compliance Date,
each Company, Subsidiary and Institution has properly determined students’
eligibility to obtain Title IV Program funds for which they are eligible prior
to disbursing, and have disbursed, all Title IV Program funds in material
accordance with all applicable rules, regulations and requirements, including
the requirements of 34 C.F.R. § 682.201, 34 C.F.R. § 668, Subpart C, and any
predecessor regulation.

      


      (L)           Since
the Compliance Date, each Company, Subsidiary and Institution has at all times
complied with the limitations in 34 C.F.R. § 600.7 on the number of courses that
the Institutions may offer by correspondence or telecommunications, the number
of students who may enroll in such courses, the number of students that were
incarcerated, and the number of students that had neither a high school diploma
nor the recognized equivalent of a high school diploma.

      


      (M) 
        Section 3.26(b)(iii)(M) of
the Disclosure Schedule lists the official published cohort default rates
for each Institution calculated by the U.S. DOE and issued pursuant to 34 C.F.R.
§ 668.181-186 or predecessor regulations, for the federal fiscal years 2004,
2005 and 2006.


      
        
           


        

        
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      (N)           No
Company, Subsidiary or Institution receives funds as a result of Federal Perkins
Loans.

      


      (O)           For
each fiscal year ending on or after the Compliance Date, no Company, Subsidiary
or Institution has derived more than ninety percent (90%) of its revenues from
Title IV Program funds, as determined in accordance with the applicable
provisions of the HEA and 34 C.F.R. § 600.5(d) and § 600.5(e) and guidance
issued thereunder.  Section 3.26(b)(iii)(O) of
the Disclosure Schedule lists a correct statement of the percentage of
revenue from Title IV Program funds as determined in accordance with the
applicable provisions of the HEA and 34 C.F.R. § 600.5(d) and § 600.5(e) for
each of such fiscal years.

      


      (iv)          Except
as set forth on Section 3.26(b)(iv) of the
Disclosure Schedule, no Company, Subsidiary or Institution is, nor since
the Compliance Date, has been placed on probation, reporting, monitoring or
warning status with any Educational Agency, nor has any Institution been subject
to any adverse action by any Educational Agency (including being directed to
show cause why accreditation or other Educational Approval should not be
revoked, withdrawn, conditioned, suspended, or limited) to revoke, withdraw,
deny, suspend, condition or limit its accreditation or other Educational
Approval.  To the Knowledge of the Sellers, there are no facts,
circumstances or omissions concerning any Company, Subsidiary or Institution
that reasonably could lead to any such actions by an Educational
Agency.

      


      (v)           Each
Company, Subsidiary and Institution has materially complied with all written
stipulations, conditions and other requirements imposed by any Educational
Agency at the time of, or since, the last issuance of any Educational Approval,
including but not limited to the timely filing of all required reports and
responses.

      


      (vi)          No
Company, Subsidiary or Institution provides, or since the Compliance Date, has
provided or contracted with any entity that provides, any commission, bonus or
other incentive payment based directly or indirectly on success in securing
enrollments or awarding financial aid to any persons or entities engaged in any
student recruiting or admissions activities or in making decisions regarding the
awarding of student financial aid.

      


      (vii)         Since
the Compliance Date, all student financial aid grants and loans, disbursements
and record keeping relating thereto have been completed by the Institutions in
material compliance with all federal and state requirements, and there are no
material deficiencies in respect thereto.  Except as disclosed on
Section 3.26(b)(vii)
of the Disclosure Schedule, since the Compliance Date, the students at
each Institution have been funded in material accordance with the rules
regarding the proper time for disbursement and in the amount for which they were
eligible, and such students’ records conform in form and substance, in all
material respects, to all relevant regulatory requirements.  All
appropriate reports and surveys have been accurately prepared, in all material
respects, and filed timely.


      
        
           


        

        
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      (viii)       Since
the Compliance Date, no principal, affiliate (as those terms are defined in 34
C.F.R. Part 85), owner, shareholder, member, manager, trustee, or officer of any
Company, Subsidiary or Institution or any other individual or entity holding an
ownership interest in any Company, Subsidiary or Institution, whether legal or
equitable, is or has been a principal, affiliate, owner, shareholder or trustee
or held an ownership interest, whether legal or equitable, in any other
post-secondary institution (whether or not participating in the Title IV
Programs).  

      


      (ix)          Except
as set forth on Section 3.26(b)(ix) of the
Disclosure Schedule, since the Compliance Date, no Company, Subsidiary or
Institution, nor any Person that exercises substantial control over any
Institution (as the term “substantial control” is defined in 34 C.F.R. §
668.174(c)(3)) or member of such Person’s family (as the term “family” is
defined in 34 C.F.R. § 668.174(c)(4)), alone or together, (A) exercises or
exercised substantial control over another school or third-party servicer (as
that term is defined in 34 C.F.R. § 668.2) that owes a liability for a violation
of a Title IV Program requirement or (B) owes a liability for a Title IV Program
violation.

      


      (x)           No
Company, Subsidiary or Institution, nor any Person or entity that exercises
substantial control over any Company, Subsidiary or Institution, or member of
such Person’s family, has filed for relief in bankruptcy or had entered against
it an order for relief in bankruptcy.

      


      (xi)          No
Company, Subsidiary, Institution or any of their employees has pled guilty to,
pled nolo contendere to, or been found guilty of, a crime involving the
acquisition, use or expenditure of funds under the Title IV Programs or been
judicially determined to have committed fraud involving Title IV Program
funds.

      


      (xii)         To
the Knowledge of the Sellers, no Company, Subsidiary or Institution employs nor,
since the Compliance Date, has employed in a capacity that involves the
administration of Title IV Program funds or the receipt of funds under the Title
IV Programs, any individual that has been convicted of, or has pled nolo
contendere or guilty to, a crime involving the acquisition, use, or expenditure
of federal, state, or local government funds, or has been administratively or
judicially determined to have committed fraud or any other material violation of
Law involving federal, state or local government funds.  To the
Knowledge of the Sellers, no Company, Subsidiary or Institution has contracted
with any institution or third-party servicer that has been limited, suspended or
terminated under the HEA, for a reason involving the acquisition, use, or
expenditure of federal, state, or local government funds, or that has been
administratively or judicially determined to have committed fraud or any other
material violation of Law involving federal, state or local government
funds.  To the Knowledge of the Sellers, no Company, Subsidiary or
Institution has contracted with or employed any individual, agency or
organization that has been, or whose officers or employees have been convicted
of, or pled nolo contendere or guilty to, a crime involving the acquisition,
use, or expenditure of federal, state, or local government funds, or have been
administratively or judicially determined to have committed fraud or any other
material violation of Law involving federal, state, or local government
funds.


      
        
           


        

        
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      (xiii)        Except
as listed in Section
3.26(b)(xiii) of the Disclosure Schedule, no Company, Subsidiary or
Institution provides, or since the Compliance Date, has provided, any
educational instruction on behalf of any other institution or organization of
any sort other than such Institution.  No other institution or
organization of any sort provides, or since the Compliance Date, has provided,
any educational instruction on behalf of such Institution.

      


      (xiv) 
      No principal or, to the Knowledge of the
Sellers, affiliate of any Company, Subsidiary or Institution has been debarred
or suspended, or engaged in any activity that is a cause for debarment or
suspension, pursuant to the U.S. DOE regulations at 34 C.F.R. Part
85.

      


      (c)           Except
as listed in Section
3.26(c) of the Disclosure Schedule, no Company, Subsidiary or Institution
has received notice of any written student complaints or employee grievances
made to such Company, Subsidiary or Institution, or to any Accrediting Body or
Educational Agency, whether received from any current or former student or any
applicant, or received from any Educational Agency in relation to any such
complaint or grievance, or sent by or on behalf of such Company, Subsidiary or
Institution in regard to any such complaint, in each case (except as expressly
otherwise indicated), on or after the Compliance Date.  The Sellers
have delivered or made available to the Purchaser correct and complete copies of
any such written complaint or grievance and related correspondence.

      


      (d)           The
Sellers have delivered or made available to the Purchaser true and materially
complete copies of all correspondence (excluding general correspondence
routinely sent to, or received from, any Educational Agency) received from or
sent by or on behalf of any Company, Subsidiary or Institution to any
Educational Agency to the extent such correspondence (i) was sent or received
since the Compliance Date or relates to any issue that remains pending, and (ii)
relates to (A) any notice that any Educational Approval is not in full force and
effect or that an event has occurred which constitutes or, with the giving of
notice or the passage of time or both, would constitute a breach or violation
thereunder; (B) any notice that any Company, Subsidiary, Institution, or any
Affiliate, employee, or agent of any Company, Subsidiary or Institution has
violated or is violating any Educational Law, including any law related to the
Title IV Programs, or any criterion, rule, standard, or other written guidance
of any applicable accrediting body, or any law, regulation, or requirement
related to maintaining and retaining in full force and effect any and all
Educational Approvals necessary for the existing operations of, and receipt of
financial assistance by, any Company, Subsidiary or Institution; (C) any audits,
program reviews, inquiries, investigations, or site visits conducted by any
Educational Agency, any guaranty agency, or any independent auditor reviewing
compliance by any Company, Subsidiary or Institution with any Educational Law or
Educational Approval; (D) the qualification of any Company, Subsidiary,
Institution or any Affiliate thereof for the receipt of financial assistance;
(E) any written notice of an intent to limit, suspend, terminate, revoke,
cancel, not renew, or condition the Educational Approvals of, or the provision
of financial assistance to, any Company, Subsidiary, Institution or to any
Institution’s students; (F) any written notice of an intent or threatened intent
to condition the provision of financial assistance to any Company, Subsidiary or
Institution on the posting of a Letter of Credit or other surety in favor of the
U.S. DOE; (G) written notice of an intent to provisionally certify the
eligibility of any Company, Subsidiary or Institution to participate in the
Title IV Programs; or (H) the placement or removal of any Company, Subsidiary or
Institution on or from the reimbursement method of payment or any method of
payment other than the advance payment method under the Title IV
Programs.


      
        
           


        

        
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      (e)           Section 3.26(e) of the
Disclosure Schedule sets forth a complete list of all policy manuals and
other statements of procedures or instruction relating to (i) recruitment of
students at each Institution, including procedures for assisting in the
application by prospective students for direct or indirect funding under state
or Title IV Programs; (ii) admissions procedures, including any descriptions of
procedures for insuring compliance with federal, state and accrediting body
requirements applicable to such procedures; (iii) procedures for encouraging and
verifying attendance, minimum required attendance policies, and other relevant
criteria relating to course performance requirements and completion; and (iv)
procedures for processing, disbursing, and returning Title IV Program funds,
except as contained in the catalogs of each Company, Subsidiary or Institution
previously provided or made available to the Purchaser (collectively, the “Policy
Guidelines”).  The Sellers have delivered or made available to
the Purchaser true, correct and materially complete copies of all Policy
Guidelines.

      


      (f)           Since
the Compliance Date, the operations of each Company, Subsidiary and Institution
has been conducted in material accordance with the Policy Guidelines which
comply in all material respects with all applicable rules, regulations and
requirements.  Complete and correct books and records for all present
and past students attending each Institution have been maintained consistent
with the operations of a school business in all material
respects.  All forms and records have been prepared, completed,
maintained and filed in material accordance with all applicable laws, and are
materially complete and correct.

      


      (g)           Since
the Compliance Date, no Company, Subsidiary or Institution has received any
written or oral notice of, and there is not any currently unresolved
investigation, review, audit, compliance review or site visit relating to any
Institution’s participation in and administration of the Title IV Programs or
other financial assistance programs or its compliance with the requirements of
any other Educational Agency.  The Sellers have delivered or made
available to the Purchaser correct and complete copies of all annual federal
financial aid compliance audits and audited financial statements filed with the
U.S. DOE pursuant to 34 C.F.R. § 668.23 for all fiscal years ending after the
Compliance Date and have listed in Section 3.26(g) of the
Disclosure Schedule and provided or made available correct and complete
copies of all material correspondence related to any draft or final
investigative reports, program reviews, audits or compliance reviews received
from any other Educational Agency since the Compliance Date.  Other
than the matters listed in Section 3.26(g) of the
Disclosure Schedule, to the Knowledge of the Sellers, there are no
current investigations, reviews or audits of the operation of the financial
assistance programs of the Institutions or any current investigation, review or
audit of any institution by any Educational Agency or other governmental
authority.

      


      (h)           Except
as set forth in Section 3.26(h) of the
Disclosure Schedule, there are no surety bonds or other forms of security
that any Company, Subsidiary or Institution have been required to file since the
Compliance Date with any Educational Agency with respect to its state
authorization, federal eligibility, recruiter permits or other
matters.


      
        
           


        

        
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      (i)           No
Company, Subsidiary or Institution has paid or otherwise extended any points,
premiums, payments or additional interest of any kind to any eligible lender or
any other party to secure funds for making loans or induce a lender to make
loans to either the students or parents of students at any Institution or to a
particular category of students or their parents.  No Institution or
any officer, employee or agent of any Company, Subsidiary or Institution has
solicited, accepted, or received, directly or indirectly, any benefit or item of
more than nominal value from or on behalf of a lending institution in connection
with educational loans for or on behalf of any Company’s, Subsidiary’s or
Institution’s students.  No Company, Subsidiary or Institution has
received any written notice of any investigation by any Governmental Authority
or Educational Agency that any lender or marketing agent has provided, directly
or indirectly, points, premiums, payments, or other inducements to any Company,
Subsidiary, Institution, or any employee or agent of any Company or Subsidiary,
to secure applicants for Federal Family Education Loan Program
loans.  No lender or marketing agent has provided, directly or
indirectly, points, premiums, payments, or other inducements to any Company,
Subsidiary or Institution, or any employee or agent of any Company, Subsidiary
or Institution, to secure applicants for Federal Family Education Loan Program
loans.

      


      (j)           Since
the Compliance Date, all employees of each Company, Subsidiary and Institution
engaged in student recruiting activities have maintained the necessary state
approvals to conduct such activities.  Each Company, Subsidiary and
Institution has maintained material compliance with the rules and regulations
applicable to the recruitment of students.

      


      (k)           Since
the Compliance Date, each Company, Subsidiary and Institution has complied with
federal and state laws regarding misrepresentation including but not limited to
34 C.F.R. § 668 subpart F, and (i) have not included in its catalogs or
advertising literature reference to any Educational Approval which such Company,
Subsidiary or Institution did not at the time possess, and (ii) have not
misrepresented prospective or enrolled students that the academic programs
provided by such Company, Subsidiary or Institution prepare students for any
certification, licensure or employment test for which such Company, Subsidiary
or Institution is or was not qualified or authorized to prepare
students.  Section 3.26(k) of the
Disclosure Schedule lists all certification, licensure or employment
tests for which each Company, Subsidiary and Institution represents its academic
programs prepare students.

      


      (l)           To
the Knowledge of the Sellers, there exists no fact or set of facts with respect
to the operation of any Institution prior to the Closing Date which could have a
negative effect on the ability of the Institution to obtain any Educational
Approval under the ownership of the Purchaser without such burdensome or unusual
conditions as, in the reasonable determination of the Purchaser, would
materially reduce the economic benefits that the Purchaser expects to receive
from the consummation of the transactions contemplated by this
Agreement.

      


      Section
3.27   Employees.  Section 3.27 of the
Disclosure Schedule lists the name, place of employment, the current
annual salary rates, bonuses, deferred or contingent compensation, pension,
accrued vacation, “golden parachute” and other like benefits paid or payable (in
cash or otherwise) in 2007 (except with respect to Engine City and Americare)
and 2008, the date of employment and a description of the position and job
function of each current salaried employee, officer, director, consultant or
agent of any Company, Subsidiary or Institution.


      
        
           


        

        
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      Section 3.28   Certain Business
Practices.  No
Seller, Company, Subsidiary or Institution or any of their respective directors,
officers, agents, representatives or employees (in their capacity as directors,
officers, agents, representatives or employees) has:  (a) used any
funds for unlawful contributions, gifts, entertainment or other unlawful
expenses relating to political activity in respect of the Businesses; (b)
directly or indirectly, paid or delivered any fee, commission or other sum of
money or item of property, however characterized, to any finder, agent, or other
party acting on behalf of or under the auspices of a governmental official or
Governmental Authority, in the United States or any other country, which is in
any manner illegal under any Law of the United States or any other country
having jurisdiction; or (c) made any other unlawful payment or given any other
unlawful consideration in respect of the Businesses.

      


      Section
3.29   Brokers.  No
broker, finder or investment banker is entitled to any brokerage, finder’s or
other fee or commission in connection with the transactions contemplated by this
Agreement or the Ancillary Agreements based upon arrangements made by or on
behalf of any Seller.

      


      Section 3.30   Acquisition
Obligations.  Except
as set forth on Section 3.30 of the
Disclosure Schedule, no Company or Subsidiary has any further Acquisition
Obligations.

      


      Section 3.31   Payment
Obligations.  The
Sellers have paid all outstanding amounts with respect to and satisfied in full,
and have delivered to the Purchaser “payoff” letters or similar release or
confirmations from third parties in forms reasonably satisfactory to the
Purchaser with respect to, the obligations set forth in Section 3.31 of the
Disclosure Schedule and, as of the date hereof, no Company or Subsidiary
has any Liability with respect to any such obligations.

      


      Section 3.32   No Other
Representations.  None
of the Sellers, or any of their respective affiliates, directors, officers,
employees, agents or representatives has made, or shall be deemed to have made,
and no Seller is liable for or bound in any manner by, any express or implied
representations, warranties, guaranties, promises or statements pertaining to
their business or any of their assets except as specifically set forth in this
Agreement or the Ancillary Agreements.

           

      
      

      ARTICLE
IV

           

      REPRESENTATIONS
AND WARRANTIES OF PARENT AND THE PURCHASER

           


      As an
inducement to the Sellers to enter into this Agreement, the Parent and the
Purchaser hereby represents and warrants to the Sellers as
follows:


      
        
           


        

        
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      Section 4.01   Organization, Authorization
and Qualification of the Parent and the Purchaser.  (a)  The
Purchaser is a limited liability company duly organized and validly existing and
in good standing under the laws of the State of Delaware and has not conducted
any business operations except operations incident to the transactions
contemplated by this Agreement.  As of the Closing, the Purchaser
shall not have any assets or Liabilities.  The Purchaser has all
necessary power and authority to enter into this Agreement and the Ancillary
Agreements to which the Purchaser is a party, to carry out its obligations
hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby.  The execution and delivery by the Purchaser of this
Agreement and the Ancillary Agreements to which the Purchaser is a party, the
performance by the Purchaser of its obligations hereunder and thereunder and the
consummation by the Purchaser of the transactions contemplated hereby and
thereby have been duly authorized by all requisite action on the part of the
Purchaser.  This Agreement has been, and upon their execution the
Ancillary Agreements to which the Purchaser is a party shall have been, duly
executed and delivered by the Purchaser, and (assuming due authorization,
execution and delivery by the other parties hereto and thereto) this Agreement
constitutes, and upon their execution such Ancillary Agreements shall
constitute, legal, valid and binding obligations of the Purchaser, enforceable
against the Purchaser in accordance with their respective terms, except as the
same may be limited by applicable bankruptcy, insolvency (including all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting creditors’ rights generally, now or hereafter in effect, and subject
to the effect of general principles of equity (regardless of whether considered
in a proceeding at law or in equity).

      


      (b)          
The Parent is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all necessary power and
authority to enter into this Agreement and the Ancillary Agreements to which the
Parent is a party, to carry out its obligations hereunder and thereunder and to
consummate the transactions contemplated by this Agreement and the Ancillary
Agreements.  The Parent is duly licensed or qualified to do business
and is in good standing in each jurisdiction which the properties owned or
leased by it or the operation of its business makes such licensing or
qualification necessary, except to the extent that the failure to be so licensed
or qualified and in good standing would not (i) adversely affect the ability of
the Parent to carry out its obligations under, and to consummate the
transactions contemplated by, this Agreement and the Ancillary Agreements to
which the Parent is a party or (ii) otherwise have a material adverse effect on
the business, results of operations or financial condition of the
Parent.  The execution and delivery by the Parent of this Agreement
and the Ancillary Agreements to which the Parent is a party, the performance by
the Parent of its obligations hereunder and thereunder and the consummation by
the Parent of the transactions contemplated by this Agreement and the Ancillary
Agreements have been duly authorized by all requisite action on the part of the
Parent, and, if required by Law, its shareholders.  This Agreement has
been, and upon their execution the Ancillary Agreements to which the Parent is a
party shall have been, duly executed and delivered by the Parent, and (assuming
due authorization, execution and delivery by the other parties hereto and
thereto) this Agreement constitutes, and upon their execution such Ancillary
Agreements shall constitute, legal, valid and binding obligations of the Parent,
enforceable against the Parent in accordance with their respective terms, except
as the same may be limited by applicable bankruptcy, insolvency (including all
laws relating to fraudulent transfers), reorganization, moratorium or similar
laws affecting creditors’ rights generally, now or hereafter in effect, and
subject to the effect of general principles of equity (regardless of whether
considered in a proceeding at law or in equity).

      


      (c)           To
the knowledge of the Parent and the Purchaser, there exists no fact or set of
facts with respect to the Purchaser that would reasonably be likely to have a
negative effect on the ability of any Institution to obtain the approval of the
change in ownership by any Educational Agency listed in Section 4.03 of the
Disclosure Schedule.


      
        
           


        

        
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      Section
4.02   No
Conflict.  Assuming
the making and obtaining of all filings, notifications, consents, approvals,
authorizations and other actions referred to in Section 4.03 of the
Disclosure Schedule, except as may result from any facts or circumstances
relating solely to the Seller, the execution, delivery and performance by the
Parent and the Purchaser of this Agreement and the Ancillary Agreements to which
the Parent or the Purchaser is a party, as the case may be, do not and will not
(a) violate, conflict with or result in the breach of any provision of the
certificate of formation or limited liability agreement of the Parent or the
Purchaser, (b) conflict with or violate any Law or Governmental Order
applicable to the Parent or the Purchaser or (c) conflict with, or result
in any breach of, constitute a default (or event that with the giving of notice
or lapse of time, or both, would become a default) under, require any consent
under, or give to others any rights of termination, amendment, acceleration,
suspension, revocation or cancellation of, any note, bond, mortgage or
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or arrangement to which the Parent or the Purchaser is a party or to
which any of its assets or properties are bound or affected, which would
materially and adversely affect the ability of the Parent or the Purchaser to
carry out their obligations under, and to consummate the transactions
contemplated by, this Agreement or the Ancillary Agreements to which the Parent
or the Purchaser is a party, as the case may be.

      


      Section 4.03   Governmental Consents and
Approvals.  Except
for the Required Consents or as otherwise set forth on Section 4.03 of the
Disclosure Schedule, the execution, delivery and performance by the
Parent and the Purchaser of this Agreement and each Ancillary Agreement to which
the Parent or the Purchaser is a party, as the case may be, do not and will not
require any consent, approval, authorization or other order of, action by,
filing with, or notification to any Governmental Authority or Educational
Agency.  To the knowledge of the Parent and the Purchaser there is no
reason why all the Required Consents or the consents listed on Section 4.03 of the
Disclosure Schedule will not be received.

      


      Section
4.04   Litigation.  No
Action by or against the Parent or the Purchaser is pending or, to the knowledge
of the Parent or the Purchaser, threatened, that could affect the legality,
validity or enforceability of this Agreement, any Ancillary Agreement or the
consummation of the transactions contemplated hereby or thereby.

      


      Section
4.05   Brokers.  No
broker, finder or investment banker is entitled to any brokerage, finder’s or
other fee or commission in connection with the transactions contemplated by this
Agreement or the Ancillary Agreements based upon arrangements made by or on
behalf of the Parent or the Purchaser.

      


      Section 4.06   No Other
Representations.  None
of the Parent, the Purchaser, or any of their affiliates, directors, officers,
employees, agents or representatives has made, or shall be deemed to have made,
and neither the Parent nor the Purchaser is liable for or bound in any manner
by, any express or implied representations, warranties, guaranties, promises or
statements pertaining to their business or any of their assets except as
specifically set forth in this Agreement or the Ancillary
Agreements.


      
        
           


        

        
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      ARTICLE
V

           

      ADDITIONAL
AGREEMENTS

      
      

      Section 5.01   Access to
Information.

      


      (a)           Subject
to Section 6.06
(relating to Tax matters), until the later of (i) seven years after the
Closing and (ii) the expiration of the relevant record retention period
under any Governmental Authority or Educational Agency requirements, none of the
Sellers, the Companies, the Subsidiaries, the Purchaser or the Parent will
destroy or otherwise dispose of any of the books, records, files or documents in
its possession that relate to the Companies, Subsidiaries or Institutions for
the periods prior to the Closing without giving the other party hereto at least
90 days’ prior written notice and an opportunity, at such other party’s
cost and expense, to take possession or make extracts or copies
thereof.  “Books, records, files or documents” shall include copies of
any insurance policies, testing logs, applications for admission, all student
records, including student accounts, accreditation reports, personnel files,
financial statements, operational reports, policies and procedures,
correspondence, all reports prepared for or provided to any Governmental
Authority or Educational Agency, all records retained pursuant to relevant
Governmental Authority or Educational Agency requirements and any other books,
records, files or documents.  After the Closing Date, each party
hereto shall permit the other party, its officers, counsel, accountants and
other authorized representatives during normal business hours and on reasonable
prior written notice, to have access to and examine and make copies of any
books, records, files or documents in its possession that relate to or concern
the Institutions or their operations for the periods prior to the Closing;
provided that such access does not unreasonably interfere with the operations of
the party providing such access; provided, further, that the party requesting
access to such books, records, files or documents will bear any costs, other
than wages and salaries and employee benefits of relevant personnel, of
obtaining such access.  All information obtained shall be kept
confidential in accordance with the Non-Disclosure Agreement, dated June 6,
2008, by and between Lincoln Educational Services Corporation and BIT, as
amended on July 23, 2008 and the Non-Disclosure Agreement, dated July 10, 2008,
by and among Lincoln Educational Services Corporation, BIT and UGP (the “Non-Disclosure
Agreement”).

      


      (b)           Each
Seller agrees to, and shall cause its agents, representatives, employees,
officers and directors to, keep confidential all nonpublic information in their
possession regarding the Assets, any Company, Subsidiary, Institution or
Business (including any information made available to the Sellers pursuant to
this Section 5.01)
unless the Parent and the Purchaser consent to such disclosure; provided, however, that no
Seller will be required to maintain as confidential any information that
(i) becomes generally available to the public other than as a result of
disclosure by any Seller or any of their respective agents, representatives,
employees, officers and directors in breach of this Agreement; (ii) is
subsequently received by any Company, Subsidiary or Institution or any of their
Affiliates or representatives from a third party that is not under any
obligation of confidentiality to the Parent or the Purchaser with respect to
such information or (iii) is required to be disclosed pursuant to the terms of a
valid subpoena or order by any Governmental Authority or Educational Agency or
under any Law or other legal requirement; provided further that, in the
event that any Seller or any such agent, representative, employee, officer or
director becomes legally compelled to disclose any such information, (A) 
such Seller shall provide the Purchaser with prompt written notice of such
requirement so that the Purchaser may seek a protective order or other remedy or
waive compliance with this Section 5.01 and
(B) in the event that such protective order or other remedy is not obtained
or the Purchaser waives compliance with this Section 5.01,
furnish only that portion of such confidential information which is legally
required to be provided and exercise its best efforts to obtain assurances that
confidential treatment will be accorded such information.


      
        
           


        

        
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      Section 5.02   Regulatory and Other
Authorizations Post-Closing.  (a)  The
Sellers shall cooperate fully with the Purchaser at the Purchaser’s expense and
use all commercially reasonable efforts in good faith to assist the Purchaser in
obtaining all Required Consents and any other authorizations, consents, orders
and approvals (including any authorizations, consents, orders and approvals
listed in Section 4.03 of the
Disclosure Schedule) that may be or become necessary for its execution
and delivery of, and the performance of its obligations pursuant to, this
Agreement, the Ancillary Agreements; provided, however, that no
Seller shall have any obligation to give any guaranty or other consideration of
any nature in connection with any authorizations, consents, orders and
approvals.  The Sellers agree to provide to the Purchaser such
information as any Educational Agencies or the other parties may require, in
connection with their review of any related application.  The Sellers
agree to cooperate at the Purchaser’s expense after the Closing to assist the
Purchaser to obtain or renew any Educational Approvals or any other necessary
authorizations and approvals from Governmental Authorities or Educational
Agencies with respect to the Institutions, including obtaining U.S. DOE
Approvals on a provisional basis after the Closing Date.

      


      (b)           The
Sellers shall cooperate at the Purchaser’s expense and use all commercially
reasonable efforts, in good faith, to assist the Purchaser in prosecuting and
expediting any necessary applications in respect of the Institutions’ continued
participation in the Title IV Programs.

      


      (c)           The
Sellers and the Purchaser agree that, in the event that any consent, approval or
authorization necessary or desirable to preserve for the Businesses, the
Companies or any Subsidiary any right or benefit under any lease, license,
contract, commitment or other agreement or arrangement to which the Sellers, the
Companies or any Subsidiary is a party is not obtained prior to the date hereof,
the Sellers will , at the Purchaser’s expense, subsequent to the date hereof,
cooperate with the Purchaser, the Companies or any such Subsidiary in attempting
to obtain such consent, approval or authorization as promptly thereafter as
practicable.

      


      Section 5.03   Use of Intellectual
Property.  The
Sellers acknowledge that, from and after the date hereof, (a) the applicable
Owned Intellectual Property shall be owned by the Purchaser, a Company or a
Subsidiary, that no Seller nor any of their Affiliates shall have any rights in
such Owned Intellectual Property and that no Seller nor any of their Affiliates
will contest the ownership or validity of any rights of the Purchaser or any
Company or Subsidiary in or to such Owned Intellectual Property, and (b) no
Seller nor any of their Affiliates shall use any of the applicable Owned
Intellectual Property or Licensed Intellectual Property.

      


      Section 5.04   Payments on Behalf of
Affiliates.  Payments
made or received by the Purchaser pursuant to Article II or Article VII hereof
shall, in appropriate circumstances, be made on behalf of, or received in trust
for the benefit of, the relevant Affiliate of the Purchaser.  The
Purchaser may direct in writing any such payment to be made by or to the
appropriate Affiliate, and the Sellers shall comply with any such direction
received at least two Business Days prior to the date such payment is
due.


      
        
           


        

        
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      Section
5.05   Employees.  (a)  As
of the date hereof, all existing employment agreements to which any Company or
Subsidiary is a party shall be terminated.

      


      (b)           The
Purchaser shall make an offer of employment, effective as of the date hereof to
all of the employees of Educational Properties, LLC as listed on Section 5.05 of the
Disclosure Schedule (each a “Transferred
Employee”).  The medical, dental and health plans of the
Purchaser or its Affiliate applicable to each Transferred Employee (A) shall not
contain any exclusions for pre-existing conditions, (B) shall cover as of the
date hereof each Transferred Employee who was covered by a comparable Plan
immediately prior to the date hereof and (C) shall credit each Transferred
Employee for the 2009 plan year of such Company or Subsidiary with all
deductibles and co-payments applicable to the portion of such plan year
occurring prior to the date hereof.  In addition, the Purchaser or its
Affiliate shall grant each Transferred Employee full credit for all periods of
employment with any Seller, Company or Subsidiary for eligibility, vesting and
accrual purposes under the employee benefit plans of the Purchaser or its
Affiliate applicable to such Transferred Employee (except that this sentence
shall not obligate the Purchaser or any of its Affiliates to grant benefit
accrual service under any defined benefit pension plan for any period of
employment occurring prior to the date hereof); provided, however, that such
crediting of service shall not operate to duplicate any benefit to any such
employee or the funding for any such benefit.

      


      Section 5.06   Non-Competition.  (a)  Each
of Baran and Barbara Baran hereby agrees that, for a period of three years after
the date hereof (the “Restricted Period”),
he or she shall not engage, directly or indirectly, in any business anywhere in
the United States that provides products or services of the kind provided by the
Businesses and the Institutions as of the date hereof (a “Restricted Business”)
or, without the prior written consent of the Purchaser (such consent not to be
unreasonably withheld) and the Parent, directly or indirectly, own an interest
in, manage, operate, join, control, lend money or render financial or other
assistance to or participate in or be connected with, as an officer, employee,
partner, shareholder, consultant or otherwise, any Restricted Business; provided, however, that each of
Baran and Barbara Baran may own, directly or indirectly, solely as an
investment, up to 2% of any class of any securities traded on a national
securities exchange of any business that engages in the Restricted
Business.  Nothing contained in this Section 5.06(a) shall
prohibit Baran or Barbara Baran from conducting the Clemens business as it is
being conducted on the date hereof.

      


      (b)           As
a separate and independent covenant, each of Baran and Barbara Baran agrees
that, for the Restricted Period, such Seller will in no way, directly or
indirectly, interfere with or attempt to interfere with any officers, employees,
representatives or agents of the Businesses and the Institutions in a manner
relating to the Businesses that adversely affects such person’s performance of
duties with respect to the Businesses, or induce or attempt to induce any of
them to leave the employ of the Purchaser or the Institutions or violate the
terms of their contracts, or any employment arrangements, with the Purchaser;
provided, however, that the
foregoing will not prohibit a general solicitation to the public of general
advertising.


      
        
           


        

        
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      (c)           The
individual Restricted Period with respect to Baran or Barbara Baran,
respectively, shall be extended by the length of any period during which such
individual is in breach of the terms of this Section 5.06.

      


      (d)           Each
of Baran and Barbara Baran acknowledges that the covenants set forth in this
Section 5.06 are
an essential element of this Agreement and that, but for his or her agreement to
comply with these covenants, the Parent and the Purchaser would not have entered
into this Agreement.  Each of Baran and Barbara Baran acknowledges
that this Section 5.06
constitutes an independent covenant that shall not be affected by performance or
nonperformance of any other provision of this Agreement by the Parent or the
Purchaser.  Each of Baran and Barbara Baran has independently
consulted with his or her respective counsel and after such consultation agrees
that the covenants set forth in this Section 5.06 are
reasonable and proper.

      


      Section 5.07   Payment
Obligations.  On
the date hereof, the Sellers shall pay all outstanding amounts with respect to
and satisfy in full, and shall deliver to the Purchaser “payoff” letters or
similar releases or confirmations from third parties in forms reasonably
satisfactory to the Purchaser with respect to, the obligations set forth in
Section 5.07 of the
Disclosure Schedule.

      


      Section 5.08   Connecticut Transfer
Act.  In
connection with the sale of the Shares of BIT to the Purchaser, the Sellers
shall, at the Sellers’ sole cost and expense, comply with the Connecticut
Transfer Act, including conducting or funding any investigation or Remedial
Action required thereunder, with respect to the property located at 97 Newberry
Road, East Windsor, Connecticut.

      


      Section 5.09   Reimbursement of Restricted
Cash.  If
prior to December 31, 2009 the Purchaser, or any of its Affiliates, is no longer
required to maintain the Letter of Credit issued on behalf of Americare in favor
of the U.S. DOE, at the time such Letter of Credit is released, the Purchaser
shall release all collateral supporting the existing Letter of Credit and
shall deliver to the Sellers that amount of cash (not to exceed $361,604)
reflected in the “restricted cash” line item in the Financial Statements that is
allocable to such Letter of Credit, in the manner set forth in Section 2.04(a)(i) of the
Disclosure Schedule , within three Business Days of such
release.

      


      Section 5.10   December 31, 2008
Financials.  On
or prior to January 30, 2009, provided that the Purchaser provides the
assistance necessary for Sellers to complete such documents, the Sellers shall
deliver to the Purchaser, the unaudited consolidated balance sheet of the
Companies and Clemens for the three-month period ending December 31, 2008 and
the related consolidated financial statements of Companies and Clemens, together
with all related notes and schedules thereto.

      


      Section 5.11   Further
Action.  Each
of the parties hereto shall use all reasonable efforts to take, or cause to be
taken, all appropriate action, do or cause to be done all things necessary,
proper or advisable under applicable Law, and to execute and deliver such
documents and other papers, as may be required to carry out the provisions of
this Agreement and consummate and make effective the transactions contemplated
by this Agreement.


      
        
           


        

        
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      ARTICLE
VI

               

      TAX
MATTERS

               

      Section
6.01   Indemnity.  (a)  The
Sellers agree to indemnify and hold harmless, on a joint and several basis, the
Purchaser, the Companies and the Subsidiaries against Excluded Taxes and, except
as otherwise provided in Section 6.04, against
any loss, damage, liability or expense, including reasonable fees for attorneys
and other outside consultants incurred in contesting or otherwise in connection
with any such Taxes; provided, however, that the
Sellers shall only be liable for a particular Tax to the extent in excess of the
amount specifically identified and reserved for such Tax for purposes of, and
taken into account in computing, Net Working Capital; provided, further, that any
indemnity obligations in respect of Income Taxes of the Sellers shall be several
but not joint.  All Taxes payable under this Section 6.01 shall
first be satisfied from the Escrow Amount.

      


      (b)
          In the case
of Taxes that are payable with respect to a Straddle Period, the portion of any
such Tax that is allocable to the portion of the Straddle Period ending on the
date of the Closing shall be:

      


      (i) 
          in the case of Taxes
that are either (x) based upon or related to income or receipts, or
(y) imposed in connection with any sale or other transfer or assignment of
property (real or personal, tangible or intangible) (other than conveyances
pursuant to this Agreement, as provided under Section 6.07),
deemed equal to the amount which would be payable if the taxable year ended on
the date of the Closing; and

      


      (ii)           in
the case of Taxes imposed on a periodic basis with respect to the assets of the
Companies and the Subsidiaries or otherwise measured by the level of any item,
deemed to be the amount of such Taxes for the entire period (or, in the case of
such Taxes determined on an arrears basis, the amount of such Taxes for the
immediately preceding period), multiplied by a fraction, the numerator of which
is the number of calendar days in the period ending on the date of the Closing
and the denominator of which is the number of calendar days in the entire
Straddle Period.  Any credit or refund resulting from an overpayment
of Taxes for a Straddle Period shall be prorated based upon the method employed
in this Section
6.01(b) taking into account the type of the Tax to which the refund
relates.  In the case of any Tax based upon or measured by capital
(including net worth or long-term debt) or intangibles, any amount thereof
required to be allocated under this Section 6.01(b)
shall be computed by reference to the level of such items on the date of the
Closing.  All determinations necessary to effect the foregoing
allocations shall be made in a manner consistent with prior practice of the
Companies and the Subsidiaries.


      
        
           


        

        
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      Section 6.02   Returns and
Payments.  (a)  From
the date of this Agreement through and after the Closing, the Sellers shall
prepare and file or otherwise furnish in proper form to the appropriate
Governmental Authority (or cause to be prepared and filed or so furnished) in a
timely manner all Tax Returns relating to the Companies and the Subsidiaries, as
applicable, that are due on or before or relate to any taxable period ending on
or before the Closing Date (and the Purchaser shall do the same with respect to
any Straddle Period).  Tax Returns of the Companies and the
Subsidiaries not yet filed for any taxable period that begins before the Closing
Date shall be prepared in a manner consistent with past practices employed with
respect to the Companies and the Subsidiaries (except to the extent that counsel
for the Sellers, the Companies or the Subsidiaries renders a legal opinion that
there is no reasonable basis in law therefor or determines that a Tax Return
cannot be so prepared and filed without being subject to
penalties).  With respect to any such Tax Return required to be filed
by the Purchaser or the Sellers, for a taxable period that ends on or before, or
includes, the Closing Date, the filing party shall provide the other party with
a copy of such completed Tax Return and, if applicable, a statement certifying
the amount of Tax shown on such Tax Return that is allocable to such other party
pursuant to Section 6.01(b),
together with appropriate supporting information and schedules at least 20
Business Days prior to the due date (including any extension hereof) for the
filing of such Tax Return, and such other party shall have the right to review
and comment on such Tax Return and statement prior to the filing of such Tax
Return (which comments the filing party shall consider in good
faith).

      


      (b)           The
Sellers shall pay, or cause to be paid, when due and payable all Taxes with
respect to the Companies and the Subsidiaries, as applicable, for any taxable
period ending on or before the Closing Date, and the Purchaser shall so pay or
cause to be paid Taxes for any Straddle Period (subject to its right of
indemnification from the Sellers by the date set forth in Section 6.05 for
Taxes attributable to the portion of any Straddle Period that ends on the
Closing Date pursuant to Sections 6.01(a) and
6.01(b)).  Notwithstanding
the foregoing, the Sellers shall only be liable for a particular Tax of a
Company or any Subsidiary for any Pre-Closing Period or portion of a Straddle
Period that ends on the Closing Date to the extent that the amount of such Tax
exceeds the amount specifically identified and reserved for purposes of, and
taken into account in computing, Net Working Capital.

      


      Section
6.03   Refunds.  Any
Tax refund (including any interest with respect thereto) relating to the
Companies and the Subsidiaries for any Pre-Closing Period, other than Tax
refunds to the extent of the amount included in Net Working Capital, shall be
the property of the Sellers, and if received by the Purchaser or any Company or
Subsidiary shall be paid over promptly to the Sellers (in the manner set forth
in Section 2.04(a)(i)
of the Disclosure Schedule).  Notwithstanding the foregoing,
(a) any Tax refund (or equivalent benefit to the Sellers through a
reduction in Tax liability) for any Pre-Closing Period arising out of the
carryback of a loss or credit incurred by any Company or Subsidiary in any
Post-Closing Period shall be the property of the Purchaser and, if received by
the Sellers, shall be paid over promptly to the Purchaser; and (b) if a taxing
authority subsequently disallows any refund with respect to which the Sellers
have received a payment pursuant to this Section 6.03, the
Sellers shall promptly pay (or cause to be paid) to the Purchaser the full
amount of such refund (including any interest with respect
thereto).

      


      Section
6.04   Contests.  (a)  After
the Closing, the Purchaser shall promptly notify the Sellers’ Representative in
writing of any written notice of a proposed assessment or claim in an audit or
administrative or judicial proceeding of the Purchaser or any Company or
Subsidiary which, if determined adversely to the taxpayer, would be grounds for
indemnification under this Article VI;
provided, however, that the
failure to give such notice will not affect the Purchaser’s right to
indemnification under this Article VI except to
the extent, if any, that, but for such failure, the Sellers could have avoided
all or a portion of the Tax liability in question.


      
        
           


        

        
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      (b)           In
the case of an audit or administrative or judicial proceeding that relates to
taxable periods ending on or before the Closing Date, provided that, and only to
the extent that, the Sellers acknowledge in writing their liability under this
Agreement to hold the Purchaser, the Companies and the Subsidiaries harmless
against the full amount of any adjustment which may be made as a result of such
audit or proceeding, the Sellers’ Representative shall have the right at his
expense to participate in and control the conduct of such audit or proceeding;
the Purchaser also may participate in any such audit or proceeding at its own
expense and, if the Sellers’ Representative does not assume the defense of any
such audit or proceeding, the Purchaser may defend the same in such manner as it
may deem appropriate, including settling such audit or proceeding after fifteen
days prior written notice to the Sellers’ Representative setting forth the terms
and conditions of settlement.  Notwithstanding anything to the
contrary contained in Section 7.05, in the
event that issues relating to a potential adjustment for which the Sellers have
acknowledged liability are required to be contested in the same audit or
proceeding as separate issues relating to a potential adjustment for which the
Purchaser would be liable, the Purchaser shall have the right, at its expense,
to control the audit or proceeding with respect to the latter issues; provided, however, that the
Purchaser shall not have the right to settle any such matter without the consent
of the Sellers’ Representative, which consent shall not be unreasonably
withheld.

      


      (c)           Notwithstanding
anything to the contrary contained in Section 6.04, with
respect to issues relating to a potential adjustment for which both the Sellers
(as evidenced by their written acknowledgement under this Section 6.04)
and the Purchaser or any Company or Subsidiary could be liable, (i) both
the Sellers’ Representative and the Purchaser may participate in the audit or
proceeding; (ii) the audit or proceeding shall be controlled by that party
which would bear the burden of the greater portion of the sum of the adjustment
and any corresponding adjustments that may reasonably be anticipated for future
taxable periods; and (iii) the controlling party shall not settle any such
matter without the consent of the non-controlling party (which consent shall not
be unreasonably withheld).  The principle set forth in this Section 6.04(c) also
shall govern for purposes of deciding any issue that must be decided jointly
(including choice of judicial forum) in situations in which separate issues are
otherwise controlled under this Article VI by
the Purchaser and the Sellers’ Representative.

      


      (d)           With
respect to any Tax audit or proceeding for a taxable period that begins before
the Closing Date, neither the Purchaser nor the Sellers’ Representative shall
enter into any compromise or agree to settle any claim pursuant to such audit or
proceeding which would adversely affect the other party for such taxable period
or a subsequent taxable period without the written consent of the other party,
which consent may not be unreasonably withheld.  The Purchaser and the
Sellers’ Representative agree to cooperate, and the Purchaser agrees to cause
the Companies and the Subsidiaries to cooperate, in the defense against or
compromise of any claim in any such audit or proceeding.

      


      Section 6.05   Time of
Payment.  Payment
by the Sellers of any amounts due under this Article VI in
respect of Taxes shall be made (a) at least three Business Days before the
due date of the applicable estimated or final Tax Return required to be filed by
the Purchaser on which is required to be reported income for a taxable period
ending after the Closing Date for which the Sellers are responsible under Sections 6.01(a) and
6.01(b) without
regard to whether the Tax Return shows overall net income or loss for such
period or (b) within three Business Days following an agreement between the
Sellers’ Representative and the Purchaser that an indemnity amount is payable,
an assessment of a Tax by a taxing authority, or a “determination” as defined in
Section 1313(a) of the Code.  If liability under this Article VI is in
respect of costs or expenses other than Taxes, payment by the Sellers of any
amounts due under this Article VI shall
be made within five Business Days after the date when the Sellers’
Representative has been notified by the Purchaser that the Sellers have a
liability for a determinable amount under this Article VI and is provided
with calculations or other materials supporting such liability.


      
        
           


        

        
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      Section 6.06   Tax Cooperation and Exchange
of Information.  The
Sellers and the Purchaser shall provide each other with such cooperation and
information as either of them reasonably may request of the other (and the
Purchaser shall cause the Companies and the Subsidiaries to provide such
cooperation and information) in (a) filing any Tax Return, amended Tax Return or
claim for refund, (b) determining a liability for Taxes or a right to a refund
of Taxes, (c) participating in or conducting any audit or other proceeding in
respect of Taxes, or (d) making representations to or furnishing information to
parties subsequently desiring to purchase any part of the Assets, the Business
or any Company or Subsidiary from the Purchaser.  Such cooperation and
information shall include providing copies of relevant Tax Returns or portions
thereof, together with related work papers and documents relating to rulings or
other determinations by taxing authorities.  The Sellers and the
Purchaser shall make themselves (and their respective employees) reasonably
available on a mutually convenient basis to provide explanations of any
documents or information provided under this Section
6.06.  Notwithstanding anything to the contrary in Section 5.01, each
Seller and the Purchaser shall retain all Tax Returns, work papers and all
material records or other documents in its possession (or in the possession of
its Affiliates) relating to Tax matters of the Companies and the Subsidiaries
for any taxable period that includes the date of the Closing and for all prior
taxable periods until the later of (i) the expiration of the statute of
limitations of the taxable periods to which such Tax Returns and other documents
relate, without regard to extensions, and (ii) six years following the due
date (without extension) for such Tax Returns.  After such time,
before any Seller or the Purchaser shall dispose of any such documents in his,
her or its possession (or in the possession of Affiliates), the other parties
shall be given an opportunity, after 90 days prior written notice, to remove and
retain all or any part of such documents as such other party may select (at such
other party’s expense).  Any information obtained under this Section 6.06
shall be kept confidential, except as may be otherwise necessary in connection
with the filing of Tax Returns or claims for refund or in conducting an audit or
other proceeding.

      


      Section 6.07 
 Conveyance
Taxes.  The
Sellers, on the one hand, and the Purchaser, on the other hand, shall each be
liable for and shall hold the other harmless against, on a joint and several
basis in the case of the Sellers, 50% of any Conveyance Taxes which become
payable in connection with the transactions contemplated by this
Agreement.  The Sellers, after the review and consent by the
Purchaser, shall file such applications and documents as shall permit any such
Conveyance Taxes to be assessed and paid on or prior to the Closing in
accordance with any available pre-sale filing procedure.  The
Purchaser shall execute and deliver all instruments and certificates necessary
to enable the Sellers to comply with the foregoing.  The Purchaser
shall complete and execute a resale or other exemption certificate with respect
to the inventory items sold hereunder, and shall provide the Sellers with an
executed copy thereof.


      
        
           


        

        
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      Section 6.08   Amended Tax
Returns.  (a)  Any
amended Tax Return of either Company or any of the Subsidiaries or claim for Tax
refund on behalf of either Company or any of the Subsidiaries for any period
ending on or prior to the Closing Date may be filed, or caused to be filed, by
the Sellers’ Representative; provided that the Sellers’ Representative shall
not, without the prior written consent of the Purchaser (which consent shall not
be unreasonably withheld), make or cause to be made, any such filing, to the
extent such filing, if accepted, reasonably might change the Tax Liability of
the Purchaser for any period ending after the Closing
Date.  Notwithstanding the foregoing, the Purchaser may amend any Tax
Return to the extent such amendment would not adversely affect or increase the
Sellers’ liability for any Tax or adversely affect the Sellers’ claim for any
Tax refund.

      


      (b)           Any
amended Tax Return of either Company or any of the Subsidiaries or claim for Tax
refund on behalf of either Company or any of the Subsidiaries for any period
ending after the Closing Date shall be filed, or caused to be filed, only by the
Purchaser; provided that the Purchaser shall not, without the prior written
consent of the Sellers’ Representative (which consent shall not be unreasonably
withheld), make or cause to be made, any such filing, to the extent such filing,
if accepted, reasonably might change the Tax Liability of the Sellers for (i)
any period ending on or prior to the Closing Date or (ii) any portion of a
Straddle Period ending on the Closing Date.

      


      Section
6.09   Tax
Covenants.

      


      (a)           The
Purchaser covenants that without obtaining the prior written consent of the
Sellers’ Representative it will not, and will not cause or permit either
Company, the Subsidiaries or any Affiliate of Purchaser, to (i) take any action
on the Closing Date other than in the ordinary course of business that could
give rise to any Tax liability of Sellers or any indemnification obligation of
Sellers under Section
7.02, or (ii) make a material Tax election under Section 338(g) of the
Code with respect to the transactions contemplated hereby.

      


      (b)           After
the Closing Date, the Purchaser, the Companies and/or the Subsidiaries will not,
without obtaining the written consent of the Sellers’ Representative (which
consent shall not be unreasonably withheld), agree to the waiver or any
extension of the statute of limitations relating to any Taxes of any Company or
Subsidiary for any Pre-Closing Period (other than Taxes with respect to any
Straddle Period) other than extensions of time to file Tax Returns obtained in
the ordinary course.  Notwithstanding the foregoing, if the Sellers do
not respond to a request for written consent from the Purchaser within five
days, the Sellers will be irrevocably deemed to consent to such waiver or
extension.

      


      Section
6.10   Miscellaneous.  (a)  The
Sellers and the Purchaser agree to treat all payments made by either of them to
or for the benefit of the other (including any payments to any Company or
Subsidiary) under this Article VI,
under other indemnity provisions of this Agreement and for any
misrepresentations or breaches of warranties or covenants as adjustments to the
Purchase Price and that such treatment shall govern for purposes hereof except
to the extent that the Laws of a particular jurisdiction provide
otherwise.

      


      (b)           All
payments payable under any tax sharing agreement or arrangement (other than this
Agreement) between any Seller, on the one hand, and any Company or Subsidiary,
on the other hand, for any taxable period ending on or prior to the Closing Date
shall be calculated on a basis consistent with past practice and shall be
payable in full prior to the Closing.  Any such tax sharing agreement
or arrangement (other than this Agreement) between any Seller and any Company or
Subsidiary shall be terminated prior to the Closing.


      
        
           


        

        
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      (c)           Notwithstanding
any provisions in this Agreement to the contrary, the obligations of the Sellers
to indemnify and hold harmless the Purchaser and the Companies and Subsidiaries
pursuant to this Article VI, and
the representations and warranties contained in Section 3.23,
shall terminate at the close of business on the 60th day following the
expiration of the applicable statute of limitations with respect to the Tax
liabilities in question (giving effect to any waiver, mitigation or extension
thereof).

      


      (d)           From
and after the date of this Agreement, no Seller shall, without the prior written
consent of the Purchaser (which may, in its sole and absolute discretion,
withhold such consent), make, or cause or permit to be made, any Tax election
that would materially affect any Company or Subsidiary.

      


      (e)           For
purposes of this Article VI, “the
Purchaser” and “a Seller,” respectively, shall include each member of the
affiliated group of corporations of which it is or becomes a member (other than
any Company or Subsidiary, except to the extent expressly
referenced).

      


      (f)           The
Purchaser shall be entitled to recover professional fees and related costs that
it may reasonably incur to enforce the provisions of this Article VI.

      


      (g)           Notwithstanding
anything to the contrary in this Agreement, the rights and obligations of the
parties with respect to indemnification for any and all Tax matters shall be
governed solely by this Article
VI.

      


      


      ARTICLE
VII

           

      INDEMNIFICATION

           

      Section 7.01   Survival of Representations
and Warranties.  (a)  The
representations and warranties of the Sellers contained in this Agreement and
the Ancillary Agreements to which any Seller is a party shall survive the
Closing for 15 months from the Closing Date; provided, however, that
(i) the representations and warranties made pursuant to Section 3.01
(Organization), Section 3.03
(Capitalization) and Section
3.29 (Brokers) shall survive indefinitely, (ii) the
representations and warranties dealing with Tax matters shall survive as
provided in Section
6.10(c) hereof, (iii) the representations and warranties made
pursuant to Section 3.11
(Environmental), Section 3.26
(Compliance With Educational Laws) and Section 3.25
(Education Approvals) shall survive the Closing for 36 months from the Closing
Date.  Neither the period of survival nor the liability of the Sellers
with respect to the Sellers’ representations and warranties shall be reduced by
any investigation made at any time by or on behalf of the
Purchaser.  If written notice of a claim has been given prior to the
expiration of the applicable representations and warranties by the Purchaser to
the Sellers, then the relevant representations and warranties shall survive as
to such claim until such claim has been finally resolved.


      
        
           


        

        
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      (b)           The
representations and warranties of the Parent and the Purchaser contained in this
Agreement and the Ancillary Agreements to which the Parent or the Purchaser is a
party shall survive the Closing for 15 months from the Closing
Date.  Neither the period of survival nor the liability of the Parent
or the Purchaser with respect to such party’s representations and warranties
shall be reduced by any investigation made at any time by or on behalf of the
Sellers.  If written notice of a claim has been given prior to the
expiration of the applicable representations and warranties by the Sellers to
the Parent or the Purchaser, then the relevant representations and warranties
shall survive as to such claim until such claim has been finally
resolved.

      


      Section 7.02   Indemnification by the
Sellers.  (a)  The
Parent, the Purchaser and their respective Affiliates, and the officers,
directors, employees and agents of the foregoing (each a “Purchaser Indemnified
Party”) shall be indemnified and held harmless, on a joint and several
basis, by the Sellers for and against any and all Liabilities, Taxes, losses,
damages, claims, costs and expenses, interest, awards, judgments and penalties
(including reasonable attorneys’ fees and expenses) actually suffered or
incurred by them (including any Action brought or otherwise initiated by any of
them) (hereinafter a “Loss”) arising out of
or resulting from:

      


      (i)
           the
breach of any representation or warranty made by any Seller contained in any
Acquisition Document (it being understood that such representations and
warranties shall be interpreted without giving effect to any limitations or
qualifications as to “materiality” (including the word “material”) or “Material
Adverse Effect” set forth therein);

      


      (ii)           the
breach of any covenant or agreement by any Seller contained in any Acquisition
Document;

      


      (iii)          any
and all Losses suffered or incurred by the Purchaser, or any Company or
Subsidiary by reason of, or in connection with, any claim or cause of action of
any third party to the extent arising out of any action, inaction, event,
condition, liability or obligation of any Seller or the Businesses occurring or
existing prior to the date hereof;

      


      (iv)          any
Liability arising from or relating to the CCI Lease;

      


      (v)           any
Liability relating to BIT’s compliance with the Connecticut Transfer Act,
including any Liability relating to or arising from BIT’s status as the
certifying party;

      


      (vi)          any
Liability relating to the Acquisition Obligations, other than those disclosed on
Section 3.30 of the
Disclosure Schedule;

      


      (vii)         any
Environmental Claim arising from or relating to any action, omission, condition
or circumstance occurring, failing to occur or existing on or prior to the
Closing that relates in any way to Engine City; any Release of Hazardous
Materials at, to, on or from the Engine City Institution that occurs on or prior
to the Closing, including any pre-Closing or post-Closing migration of such
Release and any Remedial Action whenever conducted relating to such Release; and
any violation of or non-compliance with any Environmental Law or Environmental
Permit by Engine City that occurs pre-Closing, including any post-Closing
continuation of such violation or non-compliance except to the extent such
continuation was caused by the negligence of the Purchaser; or


      
        
           


        

        
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      (viii) 
      any and all Losses (A) arising out of or
resulting from the termination of employment, for any reason at any time prior
to the date six months following the Closing Date, of any of the employees of
any Company or Subsidiary listed on Section 7.02(a)(viii)(A) of
the Disclosure Schedule, which Losses arise pursuant to any arrangements
made with such employees prior to Closing or (B) in respect of or relating to
(y) the Transferred Employees for periods on or prior to the Closing Date, other
than those assumed liabilities listed on Section 7.02(a)(viii)(B) of
the Disclosure Schedule or (z) any current or former employees of, or
other service providers to, Educational Properties, LLC other than the
Transferred Employees.

      


      (b)           Subject
to Section
7.04, to the extent that the undertakings of the Sellers set forth in
this Section 7.02 may
be unenforceable, the Sellers shall contribute the maximum amount that it is
permitted to contribute under applicable Law to the payment and satisfaction of
all Losses incurred by the Purchaser Indemnified Parties.

      


      (c)           The
joint and several liability of all of the Sellers set forth in Sections 6.01(a) or
7.02(a) shall
only apply to Losses to the extent that such Losses may be satisfied from the
funds remaining in the Escrow Account.  For all Losses (i) in excess
of the funds remaining in the Escrow Account or (ii) which arise under Sections 6.01(a) or
7.02(a) after disbursement of the funds remaining in the Escrow Account,
subject to any limitations set forth in Section 7.04, only
Baran, Barbara Baran, UGP and UGPE (and no other Seller) shall be jointly and
severally liable for such Losses.  Notwithstanding anything to the
contrary set forth hereinabove, with respect to any Losses suffered pursuant to
a breach described in Section 7.02(a)(ii),
each Seller shall be liable severally, and not jointly, based upon which Seller
is responsible for such Losses, and the Purchaser shall only be entitled to
pursue indemnification for such Losses from such breaching Seller (and no other
Seller). 

      


      Section 7.03   Indemnification by the
Parent and the Purchaser.  (a)  The
Sellers and their officers, directors, employees and agents (each a “Seller Indemnified
Party”) shall be indemnified and held harmless by each of the Parent and
the Purchaser, jointly and severally, for and against any and all Losses arising
out of or resulting from:

      


      (i) 
          the breach of any
representation or warranty made by the Parent or the Purchaser contained in this
Agreement or any of the Ancillary Agreements to which the Parent or the
Purchaser is a party; or

      


      (ii) 
         the breach of any covenant
or agreement by the Parent or the Purchaser contained in this Agreement or any
of the Ancillary Agreements to which the Parent or the Purchaser is a
party.


      
        
           


        

        
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      (b)          To
the extent that the undertakings of the Parent or the Purchaser set forth in
this Section 7.03 may
be unenforceable, the Parent or the Purchaser shall contribute the maximum
amount that it is permitted to contribute under applicable Law to the payment
and satisfaction of all Losses incurred by the Seller Indemnified
Parties.

      


      Section 7.04   Limits on
Indemnification.  (a)  Notwithstanding
anything to the contrary contained in this Agreement, (a) the Sellers shall not
be liable to any Purchaser Indemnified Party for any claim for indemnification
pursuant to Section
7.02(a)(i) and Section 7.02(a)(iii),
unless and until the aggregate amount of indemnifiable Losses which may be
recovered by the Purchaser Indemnified Party under this Agreement (together with
the amounts of indemnifiable Losses which may be recovered by the Purchaser
Indemnified Party under the Clemens Agreement) equals or exceeds $300,000 (the
“Basket”),
after which the Sellers shall be liable only for those Losses under Section 7.02(a)(i)
and Section
7.02(a)(iii) of this Agreement and Section 8.02(a)(i)
and Section
8.02(a)(iii) of the Clemens Agreement in excess of the Basket, and (b)
the maximum amount of indemnifiable Losses which may be recovered by the
Purchaser Indemnified Parties pursuant to Section 7.02(a)(i)
and Section
7.02(a)(iii) of this Agreement and Section 8.02(a)(i)
and Section
8.02(a)(iii) of the Clemens Agreement, as applicable, shall be $5,000,000
(the “Cap”).  Notwithstanding
the foregoing, the Basket and the Cap limitations set forth in this Section 7.04 shall
not apply with respect to Tax matters.

      


      (b)          Notwithstanding
anything to the contrary contained in this Agreement, (a) the Parent and the
Purchaser shall not be liable to any Seller Indemnified Party for any claim for
indemnification pursuant to Section 7.03(a)(i),
unless and until the aggregate amount of indemnifiable Losses which may be
recovered by the Seller Indemnified Party under this Agreement (together with
the amounts of indemnifiable Losses which may be recovered by the Seller
Indemnified Party under the Clemens Agreement) equals or exceeds the Basket,
after which the Parent and the Purchaser shall be liable only for those Losses
under Section
7.03(a)(i) of this Agreement and Section 8.03(a)(i) of
the Clemens Agreement in excess of the Basket, and (b) the maximum amount of
indemnifiable Losses which may be recovered by the Seller Indemnified Parties
pursuant to Section
7.03(a)(i) of this Agreement and Section 8.03(a)(i) of
the Clemens Agreement shall be the Cap.

      


      (c)          Notwithstanding
Section 7.02 or
Section 7.03,
no Indemnified Party shall be entitled to indemnification under this Article VII with
respect to any amounts taken into consideration in computing any adjustment to
the Purchase Price pursuant to Section
2.05.

      


      (d)          The
remedies provided in Section 6.01 and this
Article VII
shall constitute the exclusive remedies of the parties hereto at law following
the Closing for any breach of a representation, warranty or covenant contained
in this Agreement or any other Acquisition Document and the parties hereto waive
any other remedy which they or any other person entitled to be indemnified
pursuant to Section
6.01 or this Article VII may have
at law with respect to any breach of any such representation, warranty or
covenant.

      


      Section 7.05   Indemnification
Procedures.  (a)  An
Indemnified Party shall give the Indemnifying Party notice of any matter that an
Indemnified Party has determined has given or could give rise to a right of
indemnification under this Agreement, within 30 days of such determination,
stating the amount of the Loss, if known, and method of computation thereof, and
containing a reference to the provisions of this Agreement in respect of which
such right of indemnification is claimed or arises.


      
        
           


        

        
          67

          
            

          

        

        
           


        

      


      (b)          If
an Indemnified Party shall receive notice of any Action, audit, demand or
assessment (each, a “Third Party Claim”)
against it or which may give rise to a claim for a Loss under this Article VII, within
30 days of the receipt of such notice, the Indemnified Party shall give the
Indemnifying Party notice of such Third Party Claim; provided, however, that the
failure to provide such notice shall not release the Indemnifying Party from any
of its obligations under this Article VII except to
the extent that the Indemnifying Party is materially prejudiced by such failure
and shall not relieve the Indemnifying Party from any other obligation or
Liability that it may have to any Indemnified Party otherwise than under this
Article
VII.  If the Indemnifying Party acknowledges in writing its
obligation to indemnify the Indemnified Party hereunder against any Losses that
may result from such Third Party Claim, then the Indemnifying Party shall be
entitled to assume and control the defense of such Third Party Claim at its
expense and through counsel of its choice if it gives written notice of its
intention to do so to the Indemnified Party within ten days of the receipt of
notice from the Indemnified Party of such Third Party Claim; provided, however, that if
there exists or is reasonably likely to exist a conflict of interest based upon
the opinion of counsel of such Indemnified Party that would make it
inappropriate in the judgment of the Indemnified Party in its reasonable
discretion for the same counsel to represent both the Indemnified Party and the
Indemnifying Party, then the Indemnified Party shall be entitled to retain its
own counsel, at the expense of the Indemnifying Party; provided, however, that the
Indemnified Party shall only be entitled to retain one separate counsel for
which the Indemnified Party reasonably determined counsel is
required.  In the event that the Indemnifying Party exercises the
right to undertake any such defense against any such Third Party Claim as
provided above, the Indemnified Party shall cooperate with the Indemnifying
Party in such defense and make available to the Indemnifying Party, at the
Indemnifying Party’s expense, all witnesses, pertinent records, materials and
information in the Indemnified Party’s possession or under the Indemnified
Party’s control relating thereto as is reasonably required by the Indemnifying
Party.  Similarly, in the event the Indemnified Party is, directly or
indirectly, conducting the defense against any such Third Party Claim, the
Indemnifying Party shall cooperate with the Indemnified Party in such defense
and make available to the Indemnified Party, at the Indemnifying Party’s
expense, all such witnesses, records, materials and information in the
Indemnifying Party’s possession or under the Indemnifying Party’s control
relating thereto as is reasonably required by the Indemnified
Party.  No such Third Party Claim may be settled by the Indemnifying
Party without the prior written consent of the Indemnified Party, which consent
shall be given or withheld by the Indemnified Party in its sole discretion,
provided that
if such settlement is a purely economic settlement that involves the full
release of the Indemnified Party and the Indemnifying Party agrees to pay all
amounts payable pursuant to such settlement, the Indemnified Party’s consent
will not be unreasonably withheld.  Notwithstanding the foregoing, if
an Indemnified Party reasonably believes an adverse determination with respect
to any Educational Claim could adversely affect any Educational Approval of an
Institution or an Institution’s ability to participate fully in the Title IV
Programs, the Indemnified Party may, by notice to the Indemnifying Party, assume
the exclusive right to defend, compromise, or settle such matter, provided that
the Indemnifying Party shall not be bound by a settlement effected without its
consent (which may not be unreasonably withheld).


      
        
           


        

        
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      Section 7.06   Distributions from Escrow
Account.  Subject
to Section 6.01
and Section
7.07 below, all Losses payable under this Article VII and Section 6.01(a) shall
first be satisfied by the Escrow Amount.  In the event that
(a) the Sellers shall not have objected to the amount claimed by the
Purchaser for indemnifications with respect to any Loss in accordance with the
procedures set forth in the Escrow Agreement or (b) the Sellers have
delivered notice of its disagreement as to the amount of any indemnification
requested by the Purchaser and either (i) the Sellers, on the one hand, and
the Purchaser, on the other hand, shall have subsequent to the giving of such
notice, mutually agreed that the Sellers are obligated to indemnify the
Purchaser for a specified amount and the Purchaser and the Sellers’
Representative shall have so jointly notified the Escrow Agent or (ii) a final
nonappealable judgment shall have been rendered by the court having jurisdiction
over the matters relating to such claim by the Purchaser for indemnification
from the Sellers and the Escrow Agent shall have received in the case of
clause (i) above, written instructions from the Sellers’ Representative and
the Purchaser or, in the case of clause (ii) above, a copy of the final
nonappealable judgment of the court, the Escrow Agent shall deliver to the
Purchaser from the Escrow Account any amount determined to be owed to the
Purchaser under this Article VII in
accordance with the Escrow Agreement.  If and to the extent the Escrow
Amount is insufficient to cover any amount determined to be owed to the
Purchaser under Section 6.01(a) or
this Article VII,
then Baran, Barbara Baran, UGP and UGPE (and no other Seller) shall pay the
amount of such deficiency to the Purchaser by wire transfer in immediately
available funds to a bank account designated by the Purchaser, subject to the
provisions of Section 7.06.

      


      Section
7.07   Mitigation.  Notwithstanding
the indemnification requirements of the Sellers set forth in Section 7.02, in the
event that (a) any of the Purchaser Indemnified Parties intends to seek
indemnification for Losses under Section 7.02 and (b)
such Losses are recoverable by the Purchaser Indemnified Parties under the
Americare Agreement or the Engine City Agreement, such Purchaser Indemnified
Party must first seek recovery under the Americare Agreement or the Engine City
Agreement, as applicable, for such Losses to the same extent as they would if
such Losses were not subject to indemnification hereunder; provided, that
nothing in this Section 7.07 shall
release the Sellers from their obligations under Section
7.02.

      


      Section 7.08   Sellers’
Representative.  (a)  By
the execution and delivery of this Agreement, each of the Sellers hereby
irrevocably constitutes and appoints Baran, as the true and lawful agent and
attorney in fact (in such capacity, the “Sellers’
Representative”) of the Sellers with full power of substitution to act in
the name, place and stead of the Sellers with respect to this Agreement, the
Escrow Agreement and the transactions contemplated hereby and thereby as the
Sellers’ Representative may deem appropriate, and to act on behalf of the
Sellers in any litigation or arbitration involving this Agreement or the Escrow
Agreement, do or refrain from doing all such further acts and things, and
execute all such documents as the Sellers’ Representative shall deem necessary
or appropriate in connection with the transactions contemplated by this
Agreement and the Escrow Agreement, including the power:

      


      (i)           to
act for the Sellers with regard to matters pertaining to the determination of
the Purchase Price, the adjustment to the Purchase Price and pertaining to the
indemnification referred to in this Agreement, including the power to settle any
indemnity claim on behalf of the Sellers and to transact matters of
litigation;


      
        
           


        

        
          69

          
            

          

        

        
           


        

      


      (ii)           to
execute and deliver all ancillary agreements, certificates and documents that
the Sellers’ Representative deems necessary or appropriate in connection with
the consummation of the transactions contemplated by this Agreement and the
Escrow Agreement;

      


      (iii) 
        to receive funds and give
receipts for funds, including in respect of any adjustments to the Purchase
Price or any amounts distributed under the Escrow Agreement;

      


      (iv) 
        to do or refrain from doing any
further act or deed on behalf of the Sellers that the Sellers’ Representative
deems necessary or appropriate in its sole discretion relating to the subject
matter of this Agreement or the Escrow Agreement as fully and completely as the
Sellers could do if personally present;

      


      (v) 
         to receive service
of process in connection with any claims under this Agreement or the Escrow
Agreement; and

      


      (vi)         
to accept notices in accordance with Section
9.02.

      


      (b)           Baran
hereby agrees and consents to his appointment as the Sellers’ Representative
pursuant to this Section 7.08,
effective as of the date of this Agreement.  The appointment of the
Sellers’ Representative shall be deemed coupled with an interest and shall be
irrevocable, and the Purchaser and any other Person may conclusively and
absolutely rely, without inquiry, upon any action or decision of the Sellers’
Representative in all matters referred to herein.  All actions and
decisions of Sellers’ Representative shall be binding and conclusive on each
Seller.  All notices required to be made or delivered by the Purchaser
to the Sellers and shall be made to the Sellers’ Representative for the benefit
of the Sellers and shall discharge in full all notice requirements of the
Purchaser to the Sellers with respect thereto.  The Sellers hereby
confirm all that the Sellers’ Representative shall do or cause to be done by
virtue of its appointment as the Sellers’ Representative of the
Sellers.  The Sellers’ Representative shall act for the Sellers on all
of the matters set forth in this Agreement and the Escrow Agreement in the
manner the Sellers’ Representative believes to be in the best interest of the
Sellers and consistent with the obligations under this Agreement and the Escrow
Agreement, but the Sellers’ Representative shall not be responsible to the
Sellers for any loss or damages the Sellers may suffer by the performance by the
Sellers’ Representative of its duties under this Agreement or the Escrow
Agreement, other than loss or damage arising from intentional violation of the
law by the Sellers’ Representative of his duties under this Agreement or the
Escrow Agreement.

      


      (c)           If
any individual Seller should die or become incapacitated, if any trust or estate
should terminate or if any other similar event should occur, any action taken by
the Sellers’ Representative pursuant to this Section 7.08 shall be
valid as if such death or incapacity, termination or other event had not
occurred, regardless of whether or not the Sellers’ Representative or the
Purchaser shall have received notice of such death, incapacity, termination or
similar event.  The Person appointed as Sellers’ Representative may
resign as such at any time on not less than five Business Days’ notice to the
Sellers and the Parent.  A vacancy in the position of Sellers’
Representative shall be filled by a Person determined by the holders of a
majority in interest of the amount then held in the Escrow
Account.


      
        
           


        

        
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      ARTICLE
VIII

           

      AMENDMENT
AND WAIVER

           

      Section
8.01   Amendment.  This
Agreement may not be amended or modified except (a) by an instrument in writing
signed by or on behalf of the parties hereto or (b) by a waiver in accordance
with Section
8.02.

      


      Section
8.02   Waiver.  Any
party hereto may (a) extend the time for the performance of any of the
obligations or other acts of another party, (b) waive any inaccuracies in the
representations and warranties of another party contained herein or in any
document delivered by another party pursuant hereto or (c) waive compliance with
any of the agreements of another party or conditions to such party’s obligations
contained herein.  Any such extension or waiver shall be valid only if
set forth in an instrument in writing signed by the party or parties to be bound
thereby.  Any waiver of any term or condition shall not be construed
as a waiver of any subsequent breach or a subsequent waiver of the same term or
condition, or a waiver of any other term or condition of this
Agreement.  The failure of any party to assert any of its rights
hereunder shall not constitute a waiver of any of such rights.  All
rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available.

      


          


      ARTICLE
IX

          

      GENERAL
PROVISIONS

           

      Section
9.01   Expenses.  Except
as otherwise specified in this Agreement, all costs and expenses, including fees
and disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated by this
Agreement shall be paid by the party incurring such costs and expenses, whether
or not the Closing shall have occurred.

      


      Section
9.02   Notices.  All
notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be given or made (and shall be deemed to have been duly
given or made upon receipt) by delivery in person, by nationally recognized
overnight courier service, by telecopy, by facsimile, by email or by registered
or certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section
9.02):

      


      
        	
                 
      

              	
                (a)

              	
                if
      to the Sellers Representative:

              


      

      


      Brad
Baran

      25
Cobtail Way

      Simsbury,
CT  06070

      Telephone:  (203)
494-6134

      Facsimile:  (860)
627-4308


      
        
           


        

        
          71

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                if
      to the Sellers

              


      

      


      Brad and
Barbara Baran

      25
Cobtail Way

      Simsbury,
CT  06070

      Telephone:  (203)
494-6134

      Facsimile:  (860)
627-4308

      
      

      UGP
Education Partners, LLC

      Two
Greenwich Office Park

      Greenwich,
CT  06831

      Telephone:  (203)
422-0650

      Facsimile:  (203)
422-0659

      Attention:  Stan
Lau

      


      Merion
Investment Partners, L.P.

      Merion
Building, Suite 210

      700 S.
Henderson Rd.

      King of
Prussia, PA  19406

      Facsimile:  (610)
965-1654

      Attention:  William
M. Means

      


      UGPE
Partners, Inc.

      Two
Greenwich Office Park

      Greenwich,
CT  06831

      Telephone:  (203)
422-0650

      Facsimile:  (203)
422-0659

      Attention:  Stan
Lau

      


      with a
copy to:

      


      Blank
Rome LLP

      405
Lexington Avenue

      New York,
NY 10174

      Telephone:  (212)
885-5435

      Facsimile:  (212)
885-5001

      Attention:  Peter
Schnur, Esq.

      


      and

      


      Updike,
Kelly & Spellacy, P.C.

      One State
Street

      Hartford,
CT 06103

      Telephone:
(860) 548-2651

      Attention:  David
E. Sturgess, Esq.


      
        
           


        

        
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                (c)

              	
                if
      to the Parent or the Purchaser:

              


      

      


      NN
Acquisition, LLC

      c/o
Lincoln Educational Services Corporation

      200
Executive Drive

      West
Orange, NJ  07052

      Telephone:  (973)
736-9340

      Facsimile:  (973)
243-0841

      Attention:  David
F. Carney, Chairman and Chief Executive Officer

      


      with a
copy to:

      


      Shearman
& Sterling LLP

      599
Lexington Avenue

      New York,
NY  10022-6069

      Telephone:  (212)
848-4000

      Facsimile:  (646)
848-8966

      Attention:  Eliza
W. Swann, Esq.

      


      Section 9.03   Public
Announcements.  No
party hereto shall make, or cause to be made, any press release or public
announcement in respect of this Agreement or the transactions contemplated by
this Agreement or otherwise communicate with any news media without the prior
written consent of the other parties, and the parties shall cooperate as to the
timing and contents of any such press release or public
announcement.

      


      Section
9.04   Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any Law or public policy, all other terms and provisions of
this Agreement shall nevertheless remain in full force and effect for so long as
the economic or legal substance of the transactions contemplated by this
Agreement is not affected in any manner materially adverse to any
party.  In addition, if any one or more of the provisions contained in
this Agreement is for any reason held to be excessively broad as to duration,
geographical scope, activity or subject, it is to be construed by limiting and
reducing it, so as to be enforceable to the extent compatible with the
applicable Law as it then appears.  Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated by this Agreement
are consummated as originally contemplated to the greatest extent
possible.

      


      Section 9.05   Entire
Agreement.  This
Agreement, the Ancillary Agreements and the Non-Disclosure Agreement constitute
the entire agreement of the parties hereto with respect to the subject matter
hereof and thereof and supersede all prior agreements and undertakings, both
written and oral, between the Sellers on the one hand, and the Parent and the
Purchaser, on the other hand, with respect to the subject matter hereof and
thereof.


      
        
           


        

        
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      Section
9.06   Assignment.  This
Agreement may not be assigned by any party hereto by operation of law or
otherwise without the express written consent of the other parties hereto (which
consent may be granted or withheld in the sole discretion of such parties);
provided, that
the Purchaser may assign this Agreement or any of its rights and obligations
hereunder to one or more Affiliates of the Purchaser without the consent of the
Sellers.

      


      Section 9.07   No Third Party
Beneficiaries.  This
Agreement shall be binding upon and inure solely to the benefit of the parties
hereto and their permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other Person, including any union or any
employee or former or retired employee of any Seller or spouse or dependents of
such Persons, any legal or equitable right, benefit or remedy of any nature
whatsoever, including any rights of employment for any specified period, under
or by reason of this Agreement.

      


      Section
9.08   Governing
Law.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York applicable to contracts executed in and to be performed
entirely within that State.  All Actions arising out of or relating to
this Agreement shall be heard and determined exclusively in any New York state
or federal court.  The parties hereto hereby (a) submit to the
exclusive jurisdiction of any state or federal court sitting in the State of New
York for the purpose of any Action arising out of or relating to this Agreement
brought by any party hereto, and (b) irrevocably waive, and agree not to
assert by way of motion, defense, or otherwise, in any such Action, any claim
that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the
Action is brought in an inconvenient forum, that the venue of the Action is
improper, or that this Agreement or the transactions contemplated by this
Agreement may not be enforced in or by any of the above-named
courts.

      


      Section 9.09   Waiver of Jury
Trial.  Each
of the parties hereto hereby waives to the fullest extent permitted by
applicable Law any right it may have to a trial by jury with respect to any
litigation directly or indirectly arising out of, under or in connection with
this Agreement or the transactions contemplated by this
Agreement.  Each of the parties hereto (a) certifies that no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce that foregoing waiver and (b) acknowledges that neither it nor
the other parties hereto has been induced to enter into this Agreement and the
transactions contemplated by this Agreement, as applicable, by, among other
things, the mutual waivers and certifications in this Section
9.09.

      


      Section 9.10   Specific
Performance.  Each
party hereto agrees and acknowledges that remedies at law for any breach of its
or his obligations under this Agreement are inadequate and will cause
irreparable harm and that in addition thereto, the non-breaching parties shall
be entitled to seek equitable relief, including injunction and specific
performance, to prevent or cure the violation of any party’s obligations
hereunder.

      


      Section
9.11   Headings.  The
descriptive headings contained in this Agreement are included for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.


      
        
           


        

        
          74

          
            

          

        

        
           


        

      


      Section
9.12   Counterparts.  This
Agreement may be executed and delivered (including by facsimile transmission) in
two or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original, but
all of which taken together shall constitute one and the same
agreement.

      


      Section 9.13   Exhibits and Disclosure
Schedule.  The
Exhibits to this Agreement and the Disclosure Schedule are a part of this
Agreement as if set forth in full herein.


      
        
           


        

        
          75

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Parent, the Purchaser and the Sellers and the have caused
this Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first written above.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 
      	
                                                        LINCOLN
      TECHNICAL INSTITUTE, INC.

                                                      
	 
      	 
      	 
      	 
      
	 
      	
                                                        By:

                                                      	/s/
      David F. Carney  	 
      
	 
      	 
      	
                                                        Name:
      David F. Carney  

                                                      	 
      
	 
      	 
      	
                                                        Title:
      CEO

                                                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                        NN
      ACQUISITION, LLC

                                                      
	 
      	 
      	 
      	 
      
	 
      	
                                                        By:

                                                      	/s/
      David F. Carney    	 
      
	 
      	 
      	
                                                        Name:
      David F. Carney  

                                                      	 
      
	 
      	 
      	
                                                        Title:
      CEO

                                                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                        BRAD
      BARAN

                                                      
	 
      	 
      	 
      	 
      
	 
      	 
      	/s/
      Brad Baran  	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	
                                                        BARBARA
      BARAN

                                                      
	 
      	 
      	 
      	 
      
	 
      	 
      	/s/
      Barbara Baran  	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	
                                                        UGP
      EDUCATION PARTNERS, LLC

                                                      
	 
      	 
      	 
      	 
      
	 
      	
                                                        By:

                                                      	/s/
      George V. Cinquegrana  	 
      
	 
      	 
      	
                                                        Name:
      George V. Cinquegrana  

                                                      	 
      
	 
      	 
      	
                                                        Title:
      Partner

                                                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                        MERION
      INVESTMENT PARTNERS, L.P.

                                                      
	 
      	
                                                        By:  MERION
      FINANCIAL PARTNERS, L.P.,

                                                      
	 
      	 
      	 
      Its
      General Partner
	 
      	
                                                        By:  MERION
      FUND MANAGEMENT, LLC

                                                      
	 
      	 
      	 
      Its
      General Partner
	 
      	 
      	 
      	 
      
	 
      	
                                                        By:

                                                      	/s/
      William M. Means  	 
      
	 
      	 
      	
                                                        Name:
      William M. Means

                                                      	 
      
	 
      	 
      	
                                                        Title:
      Managing Partner

                                                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                        UGPE
      PARTNERS, INC.

                                                      
	 
      	 
      	 
      	 
      
	 
      	
                                                        By:

                                                      	/s/
      George V. Cinquegrana    	 
      
	 
      	 
      	
                                                        Name:
      George V. Cinquegrana  

                                                      	 
      
	 
      	 
      	
                                                        Title:
      Partner

                                                      	 
      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
      

      
      

      76