ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT (as the same may be amended or modified from time to time
      and
      including any and all written instructions given to “Escrow Agent” (hereinafter
      defined) pursuant hereto, this “Escrow
      Agreement”)
      is
      made and entered into as of April 19, 2007, by and among Perficient, Inc.,
      a
      Delaware corporation (“Party
      A”),
      Gary Rawding, as Representative of the holders (each a “Stockholder”
and
      collectively, the “Stockholders”)
      of
      shares of common stock, par value $0.001 per share, of Perficient, Inc.
      (“Parent
      Common Stock”)
      set
      forth on Annex I hereto (“Party
      B”,
      and
      together with Party A, sometimes referred to collectively as the “Parties”),
      and
      JPMorgan Chase Bank, N.A. (the “Escrow
      Agent”).

     

    WHEREAS,
      Party A
      and Party B are parties to that certain Agreement and Plan of Merger dated
      as of
      February 20, 2007 (the “Merger
      Agreement”)
      by and
      among Party A, PFT MergeCo III, Inc., a Delaware corporation and wholly owned
      subsidiary of Parent (“Merger
      Sub”),
      e
      tech solutions, Inc., and Party B. Escrow Agent is not a party to, has not
      received and will not be responsible for the Merger Agreement.

    


    WHEREAS,
      in
      connection with the closing of the transactions contemplated by the Merger
      Agreement (the “Closing”),
      the
      Stockholders have agreed to deposit into escrow with the Escrow Agent one or
      more certificates in the name of the Stockholders evidencing in the aggregate
      92,439 shares of Parent Common Stock (the “Escrowed
      Shares”),
      to be
      held by the Escrow Agent pursuant to the terms and conditions set forth in
      this
      Agreement and the Merger Agreement pending the occurrence of certain events
      set
      forth herein and therein; and

    


    WHEREAS,
      the
      purpose of the Escrowed Shares is to secure claims under Article X of the Merger
      Agreement (“Indemnification
      Claims”);
      and

    


    WHEREAS,
      Escrow
      Agent is willing to serve in such capacity on the terms and conditions
      hereinafter set forth. 

    


    NOW
      THEREFORE,
      in
      consideration of the foregoing and of the mutual covenants hereinafter set
      forth, the parties hereto agree as follows:

    


    1.  Appointment.
      The
      Parties hereby appoint the Escrow Agent as their escrow agent for the purposes
      set forth herein, and the Escrow Agent hereby accepts such appointment under
      the
      terms and conditions set forth herein.

    


    2.  Definitions.
      Unless
      otherwise defined herein, each capitalized term used in this Agreement shall
      have the meaning ascribed to such term in the Merger Agreement.

    


    3.  Authority
      of Party A.
      Each of
      the Parties hereto agrees that Party A shall have authority to settle all
      Indemnification Claims in accordance with Article X of the Merger Agreement
      on
      behalf of the Surviving Entity, or any of the affiliates of Parent or Surviving
      Entity. Unless the context otherwise requires, any references to Party A
      contained herein shall be deemed to be references to Parent and Surviving
      Entity, and each of their respective affiliates.

    


    4.  Authority
      of Party B.
      Prior
      to the distribution of the Escrowed Cash, if any, and the Escrowed Shares,
      if
      any, each of the Parties hereto agree that Party B shall have authority to
      settle all claims under this Agreement or the Merger Agreement on behalf of
      any
      Stockholder who is entitled to receive a part of the Escrowed Cash, if any,
      and
      the Escrowed Shares, if any, upon the release and distribution from this
      escrow.

     

    5.  Deposit
      of Escrowed Shares; Escrowed Cash.

    


    (a) Promptly
      following the date of this Escrow Agreement, Party A and Party B shall instruct
      Continental Stock Transfer & Trust Company (“Continental”)
      to
      deliver the Escrowed Shares and stock powers received by Continental in
      connection with the Escrowed Shares to the Escrow Agent. The Escrowed Shares
      shall constitute an escrow fund (the “Escrow
      Fund”)
      for
      the satisfaction of Indemnification Claims of the Parent Indemnified Persons
      under the Merger Agreement. The Escrow Fund shall be held as a escrow fund
      and
      shall not be subject to any lien, attachment, trustee process or any other
      judicial process of any creditor of any person, including any Party hereto.
      The
      Escrow Agent agrees to accept delivery of the Escrowed Shares and stock powers
      and to hold the Escrowed Shares and stock powers in an escrow account, subject
      to the terms and conditions of this Escrow Agreement.

    


    
      
         

      

      
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    (b) Each
      record owner of the Escrowed Shares shall be entitled to exercise all voting
      rights with respect to such owner’s Escrowed Shares. Parent is obligated under
      the Merger Agreement to file with the Securities and Exchange Commission (the
      “SEC”)
      a
      registration statement registering the resale of all of the Merger Shares by
      the
      Stockholders, including the Escrowed Shares. Once such registration statement
      has been declared effective by the SEC, Party A shall notify Escrow Agent and
      Party B in writing and any Stockholder listed on Annex II to this
      Agreement, may from time to time make sales of Escrowed Shares under the
      registration statement and in accordance with the terms of any Stock Restriction
      Agreement or Stock Restriction and Non-Compete Agreement entered into between
      such Stockholder and Party A. Stockholder shall provide written notice of each
      such sale to Party A, Party B and Escrow Agent immediately upon execution of
      such sale, which shall include detailed instructions from such Stockholder’s
      broker for the settlement of the sale. Escrow Agent shall deliver Escrowed
      Shares owned by such Stockholder to Party A’s transfer agent in settlement of
      such sale, upon direction of such Stockholder but only in the event that such
      settlement terms provide for the net proceeds of such sale due to Stockholder
      be
      delivered to Escrow Agent to be held pursuant to the terms and conditions of
      this Escrow Agreement (“Escrowed
      Cash”).
      In
      the event the shares to be delivered on settlement do not constitute the full
      amount of shares represented by a stock certificate issued in such Stockholder’s
      name and held in the Escrow Fund, Escrow Agent shall direct Party A’s transfer
      agent, upon settlement of the sale, to deliver the remainder of the shares
      to
      Escrow Agent to be returned to the Escrow Fund. Any Escrowed Cash deposited
      in
      the Escrow Fund shall be available to satisfy Indemnification Claims of the
      Parent Indemnified Persons and shall be subject to the terms of this Escrow
      Agreement. Party A shall notify the Escrow Agent and Party B if the
      effectiveness of the registration statement has been suspended for any reason
      and Escrow Agent shall not release any Escrowed Shares in settlement of any
      sales effected pursuant to this Section
      5(b)
      until it
      receives notice from Party A that the registration statement is again
      effective.

    


    (c) The
      Escrow Agent shall hold the Escrowed Cash, if any, together with all interest,
      dividends (other than cash dividends on Parent Common Stock), distributions,
      income and other proceeds (“Interest”)
      on the
      Escrowed Cash, which Interest shall be deemed part of Escrowed Cash for purposes
      of this Agreement, and subject to the terms and conditions hereof, invest and
      reinvest the Escrowed Cash thereon as directed in Section
      6.
      The
      Escrowed Cash, if any, shall constitute part of the Escrow Fund.

    


    (d) Party
      A
      and Party B (on behalf of Stockholders) agree between themselves, for the
      benefit of Party A and the Escrow Agent, that any securities or other
      property distributable (whether by way of dividend, stock split or otherwise)
      in
      respect of or in exchange for any Escrowed Shares shall not be distributed
      to
      the record owners of such Escrowed Shares, but rather shall be distributed
      to
      and held by the Escrow Agent in the Escrow Fund. Ordinary cash dividends will
      be
      paid by Party A directly to the Stockholders or other record owners of such
      Escrowed Shares and not to the Escrow Agent. Unless and until the Escrow Agent
      shall actually receive such additional securities or other property, it may
      assume without inquiry that the Escrowed Shares currently being held by it
      in
      the Escrow Fund are all that the Escrow Agent is required to hold. At the time
      any Escrowed Shares are required to be released from the Escrow Fund to any
      Person pursuant to this Agreement, any securities or other property previously
      received by the Escrow Agent in respect of or in exchange for such Escrowed
      Shares shall be released from the Escrow Fund to such Person.

    


    6.  Investment
      of Escrow Fund.
      During
      the term of this Escrow Agreement, the Escrow Fund shall be invested in a trust
      account with JPMorgan Chase Bank, N.A. (“JPMorgan
      Cash Escrow Account”),
      unless otherwise instructed in writing by Party B and as shall be acceptable
      to
      the Escrow Agent. Such
      written instructions, if any, referred to in the foregoing sentence shall
      specify the type and identity of the investments to be purchased and/or sold
      and
      will be
      executed through JPMorgan Asset Management (“JPMAM”),
      in
      the investment management division of JPMorgan Chase. Subject to principles
      of
      best execution, transactions are effected on behalf of the Escrow Fund through
      broker-dealers selected by JPMAM. In this regard, JPMAM seeks to attain the
      best
      overall result for the Escrow Fund, taking into consideration quality of service
      and reliability. An agency fee will be assessed in connection with each
      transaction. The
      Escrow Agent shall have the right to liquidate any investments held in order
      to
      provide funds necessary to make required payments under this Escrow Agreement.
      Except where such loss is the result of Escrow Agent’s own gross negligence or
      willful misconduct, the Escrow Agent shall have no liability for any loss
      sustained as a result of any investment in an investment made pursuant to the
      terms of this contract or as a result of any liquidation of any investment
      prior
      to its maturity or for the failure of the parties to give the Escrow Agent
      instructions to invest or reinvest the Escrow Fund. The Escrow Agent or any
      of
      its affiliates may receive compensation with respect to any investment directed
      hereunder. Receipt,
      investment and reinvestment of the Escrow Deposit shall be confirmed by Escrow
      Agent as soon as practicable by account statement, and any discrepancies in
      any
      such account statement shall be noted by Parties to Escrow Agent within 30
      calendar days after receipt thereof. Failure to inform Escrow Agent in writing
      of any discrepancies in any such account statement within said 30-day period
      shall conclusively be deemed confirmation of such account statement in its
      entirety.

    


    
      
         

      

      
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    7.  Release
      Date.
      For
      purposes of this Agreement, the “Release
      Date”
shall
      be February 20, 2008.

    


    8.  Administration
      of Escrow Fund.
      The
      Escrow Agent shall maintain the Escrowed Cash and Escrowed Shares in an account
      and shall create subaccounts for each Stockholder with Escrowed Cash. Except
      as
      otherwise provided herein, the Escrow Agent shall administer the Escrow Fund
      as
      follows:

    


    (a) If,
      as of
      the Release Date, the Escrow Agent has not received written notice of any
      Indemnification Claims, then the Escrowed Cash shall promptly (and in any event
      no later than five business days thereafter) be released to the Stockholders
      who
      substituted Escrowed Cash for Escrowed Shares in accordance with each
      Stockholder’s account maintained by the Escrow Agent and the Escrowed Shares
      shall promptly (and in any event no later than ten Business Days thereafter)
      be
      released to the Stockholders in whose names they have been issued as detailed
      in
      a written notice from Party B detailing the delivery instructions.

    


    (b) Subject
      to the terms and conditions set forth in Section 10.04 of the Merger Agreement,
      if, at any time prior to 5:00 p.m. Central Time on February 20th, 2008, Party
      A
      desires to make a claim against the Escrow Fund with respect to any
      Indemnification Claim, then Party A shall, on or prior 5:00 p.m. Central Time
      on
      February 20th, 2008, deliver a written claim notice (a “Claim
      Notice”)
      to
      Party B and to the Escrow Agent. Such Claim Notice shall (i) state that Party
      A
      believes in good faith that it is entitled to all or any portion of the Escrow
      Fund and certify that all requirements set forth in Article X of the Merger
      Agreement with respect to such indemnification have been satisfied; (ii) contain
      a reasonably detailed description of the circumstances supporting such belief;
      and (iii) indicate the good faith claimed amount of Damages necessary to satisfy
      such Indemnification Claim (the “Claimed
      Amount”)
      and
      what portion of the Escrow Funds are expected in good faith to be necessary
      to
      satisfy such Indemnification Claim. The number of Escrowed Shares, if any,
      to be
      released shall be determined in accordance with Section
      8(d)
      below.

    


    (c) Prior
      to
      5:00 p.m. Central Time on the (30th) thirtieth day after receipt by Escrow
      Agent
      of a Claim Notice, Party B may deliver to Party A and to the Escrow Agent a
      written response (the “Response
      Notice”)
      in
      which Party B may: (i) agree that the full Claimed Amount may be released from
      the Escrow Fund to Party A; (ii) agree that part, but not all, of the Claimed
      Amount (the “Agreed
      Amount”)
      may be
      released from the Escrow Fund to Party A; or (iii) indicate that no part of
      the
      Claimed Amount may be released from the Escrow Fund to Party A. Any part of
      the
      Claimed Amount that is not to be released to Party A shall be the “Contested
      Amount.”
      

    


    (A) If
      Party
      B does not deliver a Response Notice within such 30-day period, then Party
      B
      shall be deemed to have indicated that the entire Claimed Amount may be released
      from Escrow Fund to Party A.

    


    (B) If
      Party
      B delivers a Response Notice agreeing that the full Claimed Amount may be
      released from the Escrow Fund to Party A, the Escrow Agent shall promptly
      following the receipt of the Response Notice, deliver to Party A Escrowed Cash,
      if any, and such number of Escrowed Shares, if any, equal in the aggregate
      to
      the Claimed Amount.

    


    
      
         

      

      
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    (C) If
      Party
      B delivers a Response Notice agreeing that part, but not all, of the Claimed
      Amount may be released from the Escrow Fund to Party A, the Escrow Agent shall
      promptly following the receipt of the Response Notice deliver to Party A
      Escrowed Cash, if any, and such number of Escrowed Shares, if any, equal in
      the
      aggregate to the Agreed Amount.

    


    (D) If
      Party
      B delivers a Response Notice indicating that there is a Contested Amount, Party
      B and Party A shall attempt in good faith to resolve the dispute related to
      the
      Contested Amount. If Party A and Party B shall resolve such dispute, such
      resolution shall be binding on Party B and Party A and any other Parent
      Indemnified Person and Stockholder Indemnitee, as applicable, and a settlement
      agreement shall be signed by Party A and Party B and sent to the Escrow Agent,
      who shall, upon receipt thereof, if applicable, release Escrowed Cash, if any,
      and Escrowed Shares, if any, from the Escrow Fund in accordance with the
      specific instructions provided in such agreement. 

    


    (E) If
      Party
      B and Party A are unable to resolve the dispute relating to any Contested Amount
      within 45 days after the delivery of the Claim Notice, the settlement of such
      Contested Amount shall take place by a binding arbitration proceeding which
      shall take place in Austin, Texas, unless an alternative location is otherwise
      mutually agreed to by Party A and Party B, and be conducted by an arbitrator
      who
      has not been affiliated with or engaged by either party for a period of five
      years preceding the commencement of the arbitration proceeding, and the Escrow
      Agent shall continue to hold the Contested Amount until Escrow Agent receives
      either: (i) a written notice signed by Party A and Party B, providing specific
      written instructions regarding the delivery of the Contested Amount, if any,
      to
      be released from the Escrow Fund; or (ii) a final arbitration decision, in
      accordance with the following procedures, providing specific written
      instructions regarding the delivery of any or all of such Contested Amount.
      The
      Contested Amount shall be settled in accordance with the Expedited Procedures
      of
      the Commercial Arbitration Rules of the American Arbitration Association. The
      arbitrator's decision shall relate solely to whether Party A is entitled to
      receive the Contested Amount (or a portion thereof) from the Escrow Fund
      pursuant to the applicable terms of the Merger Agreement and this Escrow
      Agreement. The final decision of the arbitrator shall be furnished to Party
      A,
      Party B and the Escrow Agent in writing and shall constitute the conclusive
      determination of the issue in question, be binding upon Party A, the Surviving
      Corporation, the Stockholders and the Escrow Agent. The prevailing party in
      any
      arbitration (which determination shall be made by the arbitrator) shall be
      entitled to an award of attorneys’ fees and costs to be paid by the losing party
      (which determination shall be made by the arbitrator), and the losing party
      shall also be liable for all costs of arbitration, including, but not limited
      to, the compensation to be paid to the arbitrator in any proceeding and the
      transcript and other expenses of such proceeding.

    


    (d) Any
      amounts distributed to Party A from the Escrow Fund shall be satisfied pro
      rata
      from each Stockholder’s Escrowed Cash and Escrowed Shares in accordance with
      each Stockholder’s Percentage Interest set forth on Annex I to this Escrow
      Agreement as follows: (i) first, from each Stockholder’s Escrowed Cash, if any,
      and (ii) second, from each Stockholder’s Escrowed Shares (to the extent a
      Stockholder’s Escrowed Cash is insufficient to satisfy such Indemnification
      Claims). In the event any individual Stockholder’s Escrowed Cash and Escrowed
      Shares are exhausted prior to the Escrowed Cash and Escrowed Shares of any
      other
      Stockholder, the amounts remaining to be distributed to Party A from the Escrow
      Fund shall continue to be satisfied in accordance with each remaining
      Stockholder’s Percentage Interest set forth on Annex I to this Agreement and any
      Stockholder whose Escrowed Cash and Escrowed Shares are exhausted prior to
      the
      Escrowed Cash and Escrowed Shares of any other Stockholder shall be personally
      liable to Party A for such Stockholder’s Percentage Interest of the amounts
      remaining due to Party A or becoming due to Party A in accordance with this
      Escrow Agreement or the Merger Agreement and the Escrow Agent shall have no
      liability or responsibility with respect to same. 

    


    (e) The
      number of Escrowed Shares, if any, to be released in payment and settlement
      of
      any Claimed Amount, Agreed Amount or all or any portion of the Contested Amount
      which may be awarded to Parent pursuant to Section
      8(c)(E)
      above
      shall be determined by dividing such Claimed Amount, Agreed Amount or award,
      as
      applicable, by the average closing sales price of one share of Parent Common
      Stock as reported on the Nasdaq Global Select Market for the 30 consecutive
      trading days ending on the date that is one (1) trading day immediately
      preceding the release of such shares (as adjusted as appropriate to reflect
      any
      stock splits, stock dividends, combinations, reorganizations, reclassifications
      or similar events). The Escrow Agent will not be responsible for determing
      the
      share price.

    


    
      
         

      

      
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    9.  Escrow
      Agent.
      The
      Escrow Agent undertakes to perform only such duties as are expressly set forth
      herein and no duties shall be implied. The Escrow Agent shall have no liability
      under and no duty to inquire as to the provisions of any agreement other than
      this Escrow Agreement. The Escrow Agent shall not take any action required
      of it
      pursuant to this Escrow Agreement until the Escrow Agent has received joint
      written instructions by Party A and Party B and may rely upon any written
      notice, document, instruction or request furnished to it hereunder and believed
      by it to be genuine and to have been signed or presented by the proper party
      or
      parties. The Escrow Agent shall be under no duty to inquire into or investigate
      the validity, accuracy or content of any such document, notice, instruction
      or
      request. The Escrow Agent shall have no duty to solicit any payments which
      may
      be due it or the Escrow Fund. The Escrow Agent shall not be liable for any
      action taken or omitted by it in good faith except to the extent that a final
      adjudication of a court
      of
      competent jurisdiction determines that the Escrow Agent's gross negligence
      or
      willful misconduct was the primary cause of any loss to either of the Parties.
      The Escrow Agent may execute any of its powers and perform any of its duties
      hereunder directly or through agents or attorneys (and shall be liable only
      for
      the careful selection of any such agent or attorney) and may consult with
      counsel, accountants and other skilled persons to be selected and retained
      by
      it. The Escrow Agent shall not be liable for anything done, suffered or omitted
      in good faith by it in accordance with the advice or opinion of any such
      counsel, accountants or other skilled persons except to the extent that a final
      adjudication of a court
      of
      competent jurisdiction determines that the Escrow Agent's gross negligence
      or
      willful misconduct was the primary cause of any loss to either of the Parties.
      In the event that the Escrow Agent shall be uncertain as to its duties or rights
      hereunder or shall receive instructions, claims or demands from any party hereto
      which, in its opinion, conflict with any of the provisions of this Escrow
      Agreement, it shall be entitled to refrain from taking any action and its sole
      obligation shall be to keep safely all property held in escrow until it shall
      be
      directed otherwise in writing by all of the other parties hereto or by a final
      order or judgment of a court of competent jurisdiction. The Escrow Agent may
      interplead all of the assets held hereunder into a court of competent
      jurisdiction or may seek a declaratory judgment with respect to certain
      circumstances, and thereafter be fully relieved from any and all liability
      or
      obligation with respect to such interpleaded assets or any action or nonaction
      based on such declaratory judgment. The parties hereto other than the Escrow
      Agent agree to pursue any redress or recourse in connection with any dispute
      without making the Escrow Agent a party to the same. Anything in this Escrow
      Agreement to the contrary notwithstanding, in no event shall the Escrow Agent
      be
      liable for special, indirect or consequential loss or damage of any kind
      whatsoever (including but not limited to lost profits), even if the Escrow
      Agent
      has been advised of the likelihood of such loss or damage and regardless of
      the
      form of action. Escrow
      Agent may rely on the validity, accuracy and content of the statements contained
      any written notice, document, instruction, or request furnished to it hereunder
      by Party A and Party B without further investigation, inquiry or examination.
      For the avoidance of doubt, the Escrow Agent shall have no liability with
      respect to any provisions of this Escrow Agreement which set forth obligations
      or limitations of liability that the other parties to this Esrcrow Agreement
      have to each other. The Escrow Agent shall have no obligation to investigate,
      inquire, examine or assist in any manner whatsoever, the parties' compliance
      with the terms of this Escrow Agreement that incorporate by reference provisions
      of the Merger Agreement that apply to the other parties' obligations or
      limitations of liability to each other that do not relate to obligations of
      the
      Escrow Agent under this Escrow Agreement.

    


    10.  Succession.
      The
      Escrow Agent may resign and be discharged from its duties or obligations
      hereunder by giving 10 days advance notice in writing of such resignation to
      the
      Parties specifying a date when such resignation shall take effect. The Escrow
      Agent shall have the right to withhold an amount equal to any amount due and
      owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall
      reasonably believe may be incurred by the Escrow Agent in connection with the
      termination of the Escrow Agreement. Any corporation or association into which
      the Escrow Agent may be merged or converted or with which it may be
      consolidated, or any corporation or association to which all or substantially
      all the escrow business of the Escrow Agent’s corporate trust line of business
      may be transferred, shall be the Escrow Agent under this Escrow Agreement
      without further act. Escrow Agent’s sole responsibility after such 10-day notice
      period expires shall be to hold the Escrow Deposit (without any obligation
      to
      reinvest the same) and to deliver the same to a designated substitute escrow
      agent, if any, or in accordance with the directions of a final order or judgment
      of a court of competent jurisdiction, at which time of delivery Escrow Agent’s
      obligations hereunder shall cease and terminate. If the Parties have failed
      to
      appoint a successor escrow agent prior to the expiration of 10 days following
      receipt of the notice of resignation, the Escrow may petition any court of
      competent jurisdiction for the appointment of a successor escrow agent or for
      other appropriate relief, and any such resulting appointment shall be binding
      upon all of the parties hereto.

    


    
      
         

      

      
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    11.  Removal
      of Escrow Agent.
      The
      Escrow Agent may be removed at any time by mutual agreement of Party A and
      Party
      B by giving not less than 30 days’ prior written notice to the Escrow Agent.
      Prior to the expiration of such 30-day period, Party A and Party B shall
      designate, by mutual consent, a successor escrow agent. If no successor escrow
      agent is appointed within such 30-day period, the Escrow Agent may deposit
      the
      amounts remaining in the Escrow Fund with a court of competent jurisdiction
      located in Austin, Texas, whereupon the Escrow Agent shall be discharged of
      all
      duties and obligations hereunder.

    


    12.  Compensation
      and Reimbursement.
      Party A
      agrees to (a) pay the Escrow Agent upon execution of this Escrow Agreement
      and
      from time to time thereafter reasonable compensation for the services to be
      rendered hereunder, which unless otherwise agreed in writing shall be as
      described in Annex IV attached hereto, and (b) pay or reimburse the Escrow
      Agent upon request for all expenses, disbursements and advances, including
      reasonable attorney's fees and expenses, incurred or made by it in connection
      with the preparation, execution, performance, delivery, modification and
      termination of this Escrow Agreement; provided, however, that any fees or
      expenses incurred hereunder as a result of creating any subaccount shall be
      paid
      by the Stockholder for whom such subaccount is created.. 

    


    13.  Indemnity.
      The
      Parties shall jointly and severally indemnify, defend and save harmless the
      Escrow Agent and its directors, officers, agents and employees (the
“indemnitees”)
      from
      and against any and all loss, liability or expense (including the fees and
      expenses of in house or outside counsel and experts and their staffs and all
      expense of document location, duplication and shipment) arising out of or in
      connection with (a) the Escrow Agent's execution and performance of this Escrow
      Agreement, except in the case of any indemnitee to the extent that such loss,
      liability or expense is finally adjudicated to have been primarily caused by
      the
      gross negligence or willful misconduct of such indemnitee, or (b) its following
      any instructions or other directions from Party A or Party B, except to the
      extent that its following any such instruction or direction is expressly
      forbidden by the terms hereof. The Parties hereto acknowledge that the foregoing
      indemnities shall survive the resignation or removal of the Escrow Agent or
      the
      termination of this Escrow Agreement. The Parties hereby grant the Escrow Agent
      a lien on, right of set-off against and security interest in the Escrow Fund
      for
      the payment of any claim for indemnification, compensation, expenses and amounts
      due hereunder.

    


    14.  Account
      Opening Information/TINs. 

    


    IMPORTANT
      INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

    


    For
      accounts opened in the US:

    To
      help
      the government fight the funding of terrorism and money laundering activities,
      Federal law requires all financial institutions to obtain, verify, and record
      information that identifies each person who opens an account. When an account
      is
      opened, the Escrow Agent will ask for information that will allow us to identify
      relevant parties.

    


    For
      non-US accounts:

    To
      help
      in the fight against the funding of terrorism and money laundering activities
      we
      are required along with all financial institutions to obtain, verify, and record
      information that identifies each person who opens an account. When you open
      an
      account, the Escrow Agent will ask for information that will allow us to
      identify you.

    


    TINs. Tax
      Matters.
      The
      Parties each represent that its correct Taxpayer Identification Number
      (“TIN”)
      assigned by the Internal Revenue Service (“IRS”)
      or any
      other taxing authority is set forth on the signature page hereof.
      In addition, all interest or other income earned under the Escrow Agreement
      shall be allocated and/or paid as directed in a joint written direction of
      the
      Parties and reported by the recipient to the Internal Revenue Service or any
      other taxing authority. Notwithstanding such written directions, Escrow Agent
      shall report and, as required, withhold any taxes as it determines may be
      required by any law or regulation in effect at the time of the distribution.
      In
      the absence of timely direction, all proceeds of the Escrow Fund shall be
      retained in the Escrow Fund and reinvested from time to time by the Escrow
      Agent
      as provided in Section
      6.
      In the
      event that any earnings remain undistributed at the end of any calendar year,
      Escrow Agent shall report to the Internal Revenue Service or such other
      authority such earnings as it deems appropriate or as required by any applicable
      law or regulation or, to the extent consistent therewith, as directed in writing
      by the Parties. In the absence of such written directions, undistributed
      earnings will be attributed to and reported on as belonging to Party
      A.
      In
      addition, Escrow Agent shall withhold any taxes it deems appropriate and shall
      remit such taxes to the appropriate authorities. Any
      tax
      returns or reports required to be prepared and filed on behalf of or by the
      Escrow Fund will be prepared and filed by Party A or Party B, as applicable,
      and
      the Escrow Agent shall have no responsibility for the preparation and/or filing
      or any tax return with respect to any income earned by the Escrow Fund. In
      addition, any tax or other payments required to be made pursuant to such tax
      return or filing will be paid by Party A or Party B, as appropriate. Escrow
      Agent shall have no responsibility for such payment unless directed to do so
      by
      the appropriate authorized party.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    15.  Notices. All
      communications hereunder shall be in writing and shall be deemed to be duly
      given and received:

    


    
      	 	(a)	
              upon
                delivery if delivered personally or upon confirmed transmittal if
                by
                facsimile;

            


      	 	(b)	
              on
                the
                next Business Day (as hereinafter defined) if
                sent by overnight courier; or

            


      	 	
              (c)

            	
              four
                Business
                Days after mailing if mailed by prepaid registered mail, return receipt
                requested, to the appropriate notice address set forth below or at
                such
                other address as any party hereto may have furnished to the other
                parties
                in writing by registered mail, return receipt
                requested.

            


    

    


    
      	
              If
                to Party A

            	
              Perficient,
                Inc.

            


    

    1120
      South Capital of Texas Highway

    Building
      3, Suite 200

    Austin,
      Texas 78746

    Attention:
      John T. McDonald, Chief Executive Officer

    Phone:
      512.531.6000

    Facsimile:
      512.531.6011

    


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

     

    Vinson
      & Elkins LLP

    The
      Terrace 7

    2801
      Via
      Fortuna, Suite 100

    Austin,
      Texas 78746

    Attention:
      J. Nixon Fox III, Esq.

    Phone:
      512.542.8427

    Facsimile:
      512.236.3216

    
      


      
        	
                If
                  to Party B:

              	Gary Rawding


      

    

    1019
      Messner Road

    Chester
      Springs, PA 19425

    Phone:
      610.827.3028

    Facsimile:
      610.827.3038

    
      


      
        	If to the Escrow Agent:	
                JPMorgan
                  Chase Bank, N.A.

              


      

    

    712
      Main
      Street, 5th Floor South, TX2 S037

    Houston,
      Texas 77002

    Attention:
      Luis Bustamante, Escrow Services

    Fax
      No.:
      (713) 216-6927

    


    Notwithstanding
      the above, in the case of communications delivered to the Escrow Agent pursuant
      to (b) and (c) of this Section
      15,
      such
      communications shall be deemed to have been given on the date received by the
      Escrow Agent. In the event that the Escrow Agent, in its sole discretion, shall
      determine that an emergency exists, the Escrow Agent may use such other means
      of
      communication as the Escrow Agent deems appropriate. “Business
      Day”
shall
      mean any
      day
      other than a Saturday, Sunday or any other day on which the Escrow Agent located
      at the notice address set forth above is authorized or required by law or
      executive order to remain closed.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    16.  Security
      Procedures. In
      the
      event funds transfer instructions are given (other than in writing at the time
      of execution of this Escrow Agreement, as indicated in Section
      10
      above),
      whether in writing, by telecopier or otherwise, the Escrow Agent is authorized
      to seek confirmation of
      such
      instructions by telephone call-back to the person or persons designated on
      Annex
      III
      hereto,
      and the
      Escrow Agent may rely upon the confirmation of anyone purporting to be the
      person or persons so designated. The persons and telephone numbers for
      call-backs may be changed only in a writing actually received and acknowledged
      by the Escrow Agent. If the Escrow Agent is unable to contact any of the
      authorized representatives identified in
      Annex
      III,
      the
      Escrow Agent is hereby authorized to seek confirmation of such instructions
      by
      telephone call-back to any one or more of your executive officers,
      (“Executive
      Officers”),
      which
      shall include the titles of President or Chief Financial Officer as the Escrow
      Agent may select. Such Executive Officer shall deliver to the Escrow Agent
      a
      fully executed Incumbency Certificate, and the Escrow Agent may rely upon the
      confirmation of anyone purporting to be any such officer. The Escrow Agent
      and
      the beneficiary's bank in any funds transfer may rely solely upon any account
      numbers or similar identifying numbers provided by Party A or Party B to
      identify (a) the beneficiary, (b) the beneficiary's bank, or (c) an intermediary
      bank. The Escrow Agent may apply any of the escrowed funds for any payment
      order
      it executes using any such identifying number, even when its use may result
      in a
      person other than the beneficiary being paid, or the transfer of funds to a
      bank
      other than the beneficiary's bank or an intermediary bank designated. The
      parties to this Escrow Agreement acknowledge that these security procedures
      are
      commercially reasonable.

    


    17.  Miscellaneous.
      The
      provisions of this Escrow Agreement may be waived, altered, amended or
      supplemented, in whole or in part, only by a writing signed by all of the
      parties hereto. Neither this Escrow Agreement nor any right or interest
      hereunder may be assigned in whole or in part by any party, except as provided
      in Sections
      10
      and
11,
      without
      the prior consent of the other parties. This Escrow Agreement shall be binding
      upon each of the parties hereto and each of their respective successors and
      assigns, if any. Nothing in this Escrow Agreement is intended to confer, or
      shall be deemed to confer, any rights or remedies upon any person or entity
      other than the parties hereto and their successors and assigns. This Escrow
      Agreement shall inure to the benefit of: Party A, the Stockholders, Escrow
      Agent
      and their respective successors and assigns, if any, of the foregoing. This
      Escrow Agreement shall be governed by and construed under the laws of the State
      of Texas. Each party hereto irrevocably waives any objection on the grounds
      of
      venue, forum non-conveniens or any similar grounds and irrevocably consents
      to
      service of process by mail or in any other manner permitted by applicable law
      and consents to the jurisdiction of the courts located in the State of Texas.
      The parties further hereby waive any right to a trial by jury with respect
      to
      any lawsuit or judicial proceeding arising or relating to this Escrow Agreement.
      No party to this Escrow Agreement is liable to any other party for losses due
      to, or if it is unable to perform its obligations under the terms of this Escrow
      Agreement because of, acts of God, fire, war, terrorism, floods, strikes,
      electrical outages, equipment or transmission failure, or other causes
      reasonably beyond its control. This Escrow Agreement and the other agreements
      referred to herein set forth the entire understanding of the parties hereto
      relating to the subject matter hereof and thereof and supersede all prior
      agreements and understandings among or between any of the parties relating
      to
      the subject matter hereof and thereof. Nothing
      in this Escrow Agreement shall derogate from, or modify in any respect any
      of
      the terms and provisions of the Merger Agreement, including Article X thereof,
      with respect to indemnification. In
      the
      event any provision of this Escrow Agreement shall be held invalid or
      unenforceable by any court of competent jurisdiction, such holding shall not
      invalidate or render unenforceable any other provision of this Escrow Agreement
      and each and every other provision of this Escrow Agreement shall continue
      in
      full force and effect. The waiver by any party hereto of a breach of any
      provision of this Escrow Agreement shall not operate or be construed as a waiver
      of any other or subsequent breach by any party. This Escrow Agreement may be
      executed in one or more counterparts, each of which shall be deemed an original,
      but all of which together shall constitute one and the same instrument. All
      signatures of the parties to this Escrow Agreement may be transmitted by
      facsimile, and such facsimile will, for all purposes, be deemed to be the
      original signature of such party whose signature it reproduces, and will be
      binding upon such party.

    


    18.  Termination.
      This
      Escrow Agreement shall terminate upon the earliest occurrence of any of the
      following events: (a) the written agreement of Party A and Party B; or
      (b) upon the delivery by Escrow Agent of all of the Escrow Fund in
      accordance with the terms of this Agreement; provided, however, that
Sections
      8(c)
      and
12
      shall
      survive any termination of this Agreement.

    


    19.  Compliance
      with Court Orders.
      In the
      event that any escrow property shall be attached, garnished or levied upon
      by
      any court order, or the delivery thereof shall be stayed or enjoined by an
      order
      of a court, or any order, judgment or decree shall be made or entered by any
      court order affecting the property deposited under this Escrow Agreement, the
      Escrow Agent is hereby expressly authorized, in its sole discretion, to obey
      and
      comply with all writs, orders or decrees so entered or issued, which it is
      advised by legal counsel of its own choosing is binding upon it, whether with
      or
      without jurisdiction, and in the event that the Escrow Agent obeys or complies
      with any such writ, order or decree it shall not be liable to any of the parties
      hereto or to any other person, firm or corporation, by reason of such compliance
      notwithstanding such writ, order or decree be subsequently reversed, modified,
      annulled, set aside or vacated.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
 

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Escrow Agreement as of the date set forth
      above. 

    
       

      
        

      



    Tax
      Certification: Taxpayer
      Identification Number (TIN): 74-2853258 
      Date:
April
      12, 2007

     

    Name
      & Address:    Perficient,
      Inc.

                                  
      1120 South Capital of Texas Highway, Building 3, Suite 220

                                  
      Austin, Texas 78746

     

    Customer
      is a (check one):

     

    
      
        	X
                Corporation	    
                Partnership 	 
	   
                Individual/sole proprietor	    
                Trust	    
                Other 


      

    

     

    Taxpayer
      is (check if applicable):

     

    X
      Exempt from backup withholding

     

    Under
      the penalties of perjury, the undersigned certifies
      that:

     

    	(1)  	
            the
              number shown above is its correct Taxpayer Identification Number (or
              it is
              waiting for a number to be issued to it);
              

          


     

    	(2)  	
            it
              is not subject to backup withholding because: (a) it is exempt from
              backup
              withholding or (b) it has not been notified by the Internal Revenue
              Service (IRS) that it is subject to backup withholding as a result
              of
              failure to report all interest or dividends, or (c) the IRS has notified
              it that it is no longer subject to backup withholding;
              and

          


     

    	(3)  	
            the
              entity is a U.S. person (including a U.S. resident
              alien).

          


     

    (If
      the entity is subject to backup withholding, cross out the words after the
      (2)
      above.)

     

    Investors
      who do not supply a tax identification number will be subject to backup
      withholding in accordance with IRS regulations.

     

    Note:
      The IRS does not require your consent to any provision of this document other
      than the certifications required to avoid backup withholding.

     

    
      
 

    PARTY
      A

    


    Perficient,
      Inc.

    


    


    By: /s/
      Paul E.
      Martin                                   


    Printed
      Name: Paul E. Martin

    Title:
      Chief Financial Officer

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      
        

      

    

     

    Tax
      Certification: Taxpayer
      Identification Number (TIN): ______________________ 
      Date:
________________________

     

    Name
      & Address:  ________________________________

                                
      ________________________________

                                
      ________________________________

     

    Customer
      is a (check one):

     

    
      
        
          	__Corporation	    
                  Partnership 	 
	   
                  Individual/sole proprietor	    
                  Trust	    
                  Other 


        

      

    

     

    Taxpayer
      is (check if applicable):

     

    ___
      Exempt from backup withholding

     

    Under
      the penalties of perjury, the undersigned certifies
      that:

     

    	(4)  	
            the
              number shown above is its correct Taxpayer Identification Number (or
              it is
              waiting for a number to be issued to it);
              

          


     

    	(5)  	
            it
              is not subject to backup withholding because: (a) it is exempt from
              backup
              withholding or (b) it has not been notified by the Internal Revenue
              Service (IRS) that it is subject to backup withholding as a result
              of
              failure to report all interest or dividends, or (c) the IRS has notified
              it that it is no longer subject to backup withholding;
              and

          


     

    	(6)  	
            the
              entity is a U.S. person (including a U.S. resident
              alien).

          


     

    (If
      the entity is subject to backup withholding, cross out the words after the
      (2)
      above.)

     

    Investors
      who do not supply a tax identification number will be subject to backup
      withholding in accordance with IRS regulations.

     

    Note:
      The IRS does not require your consent to any provision of this document other
      than the certifications required to avoid backup withholding.

     

    
      
 

    PARTY
      B

     

    Signature:
      /s/ Gary
      Rawding                                  


    


    Printed
      Name: Gary Rawding

    


     

    JPMORGAN
      CHASE BANK, N.A.

     

    as
      Escrow Agent

    


     

    By:__________________________________

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Annex
      I

    


    Parent
      Common Stock

    


    


     

    
      	
               

              Stockholder

            	
              Escrowed

              Shares

            	
              Escrowed

              Cash

            	
              Percentage
                

              Interest

            
	
              Paul
                Elisii

            	
              49,391

            	 	
              53.43

            
	
              Penn’s
                Light

            	
              13,111

            	 	
              14.18

            
	
              Mark
                Anthony

            	
              8941

            	 	
              9.67

            
	
              Scott
                Good

            	
              6211

            	 	
              6.72

            
	
              Robin
                Hood Ventures

            	
              5495

            	 	
              5.95

            
	
              Sebastian
                Napoli

            	
              5176

            	 	
              5.60

            
	
              Bob
                Nolan

            	
              1366

            	 	
              1.48

            
	
              Mark
                Gehman

            	
              1035

            	 	
              1.12

            
	
              Dawn
                Bedard

            	
              556

            	 	
              0.60

            
	
              Jack
                Ternowchek

            	
              352

            	 	
              0.38

            
	
              Patrick
                Olivares

            	
              352

            	 	
              0.38

            
	
              Dave
                Kolonauski

            	
              287

            	 	
              0.31

            
	
              Jack
                Yorgey

            	
              98

            	 	
              0.11

            
	
              Jim
                Rowan

            	
              68

            	 	
              0.07

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Annex
      II

    


    List
      of Stockholders

    


    Penn’s
      Light

    Robin
      Hood Ventures

    Mark
      Anthony

    Scott
      Good

    Jim
      Rowan

    


     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Annex
      III

    


    


    


    Telephone
      Number(s) for Call-Backs and

    Person(s)
      Designated to Confirm Funds Transfer Instructions

    


    If
      to
      Party A:

     

    
      
        	
                Name

              	
                Telephone
                  Number

              
	 	 
	
                1.  
                  Paul E. Martin

              	
                314.785.1470

              
	 	 
	
                2.  
                  Dick Kalbfleish

              	
                314.995.8885

              
	 	 
	 	 
	
                If
                  to Party B:

              	 
	 	 
	
                Name

              	
                Telephone
                  Number

              
	 	 
	
                1.  
                  Gary Rawding

              	
                610.827.3028

              
	 	 


      

    

     

    Inasmuch
      as you are the only individual who can confirm wire transfers, we will call
      you
      to confirm any federal funds wire transfer payment order purportedly issued
      by
      you. Your continued issuance of payment orders to us and confirmation in
      accordance with this procedure will constitute your agreement (1) to the
      callback security procedure outlined herein and (2) that the security procedure
      outlined herein constitutes a commercially reasonable method of verifying the
      authenticity of payment orders. Moreover, you agree to accept any risk
      associated with a deviation from this bank policy. 

    


    Telephone
      call-backs shall be made to each Party A and Party B if joint instructions
      are
      required pursuant to this Escrow Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Annex
      IV

    


    Escrow
      Agent’s Compensation:

    


    


    


    Attached