Unassociated Document


     

    
      

      

    

     

    STOCK
      PURCHASE AGREEMENT

     

    by
      and among

     

    INNOVATIVE
      POWER SYSTEMS INC.,

     

    THE
      STOCKHOLDERS OF INNOVATIVE POWER SYSTEMS INC.,

     

    QUALITY
      POWER SYSTEMS, INC.,

     

    THE
      STOCKHOLDERS OF QUALITY POWER SYSTEMS, INC.

     

    and

     

    FORTRESS
      INTERNATIONAL GROUP, INC.

     

    Dated
      as of September 24, 2007

     

    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    

      
        	 	 	 	
                Page

              
	
                ARTICLE
                  I

              	
                DEFINITIONS

              	 	
                1

              
	
                1.1.

              	
                Definitions

              	 	
                1

              
	 	 	 	 
	
                ARTICLE
                  II

              	
                PURCHASE
                  AND SALE OF THE SHARES; ADJUSTMENT

              	 	
                6

              
	
                2.1.

              	
                Purchase
                  and Sale of the Shares.

              	 	
                6

              
	
                2.2.

              	
                Closing

              	 	
                6

              
	
                2.3.

              	
                Deliveries
                  and Payments at the Closing.

              	 	
                6

              
	
                2.4.

              	
                Purchase
                  Price Adjustment.

              	 	
                7

              
	
                2.5.

              	
                Earn-Out
                  Payments.

              	 	
                9

              
	 	 	 	 
	
                ARTICLE
                  III

              	
                REPRESENTATIONS
                  AND WARRANTIES RELATING TO THE COMPANIES

              	 	
                11

              
	
                3.1.

              	
                Organization
                  and Standing

              	 	
                11

              
	
                3.2.

              	
                Authorization

              	 	
                12

              
	
                3.3.

              	
                Noncontravention

              	 	
                12

              
	
                3.4.

              	
                Consents
                  and Filings

              	 	
                12

              
	
                3.5.

              	
                Capital
                  Stock

              	 	
                12

              
	
                3.6.

              	
                Subsidiaries

              	 	
                13

              
	
                3.7.

              	
                Financial
                  Statements

              	 	
                13

              
	
                3.8.

              	
                Absence
                  of Undisclosed Liabilities

              	 	
                13

              
	
                3.9.

              	
                Absence
                  of Certain Changes

              	 	
                13

              
	
                3.10.

              	
                Litigation

              	 	
                14

              
	
                3.11.

              	
                Compliance
                  with Laws.

              	 	
                14

              
	
                3.12.

              	
                Material
                  Contracts.

              	 	
                14

              
	
                3.13.

              	
                Intellectual
                  Property.

              	 	
                16

              
	
                3.14.

              	
                Benefit
                  Plans.

              	 	
                16

              
	
                3.15.

              	
                Labor;
                  Employees.

              	 	
                17

              
	
                3.16.

              	
                Taxes

              	 	
                17

              
	
                3.17.

              	
                Environmental
                  Matters

              	 	
                18

              
	
                3.18.

              	
                Real
                  Property

              	 	
                18

              
	
                3.19.

              	
                Personal
                  Property

              	 	
                18

              
	
                3.20.

              	
                Sufficiency
                  of Assets

              	 	
                18

              
	
                3.21.

              	
                Insurance

              	 	
                19

              
	
                3.22.

              	
                Suppliers
                  and Customers

              	 	
                19

              
	
                3.23.

              	
                Bank
                  Accounts; Authorized Signatories

              	 	
                19

              
	
                3.24.

              	
                Brokers

              	 	
                19

              
	
                3.25.

              	
                Affiliate
                  Transactions

              	 	
                19

              
	
                3.26.

              	
                Books
                  and Records

              	 	
                19

              
	
                3.27.

              	
                Restrictions
                  on Business Activities

              	 	
                19

              
	
                3.28.

              	
                Certain
                  Business Practices

              	 	
                19

              
	
                3.29.

              	
                Takeover
                  Statutes

              	 	
                20

              
	
                3.30.

              	
                Disclosure

              	 	
                20

              


      

       

      
        
          
          

        

        
          (i)

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  IV

              	
                REPRESENTATIONS
                  AND WARRANTIES RELATING TO THE SELLERS

              	 	
                20

              
	
                4.1.

              	
                Authorization

              	 	
                20

              
	
                4.2.

              	
                The
                  Shares

              	 	
                20

              
	
                4.3.

              	
                Consents
                  and Filings

              	 	
                20

              
	
                4.4.

              	
                Noncontravention

              	 	
                21

              
	
                4.5.

              	
                No
                  Legal Proceedings

              	 	
                21

              
	
                4.6.

              	
                Receipt
                  of Buyer Common Stock for Seller’s Own Account

              	 	
                21

              
	
                4.7.

              	
                Accredited
                  Investor

              	 	
                21

              
	
                4.8.

              	
                Disclosure
                  of Information

              	 	
                21

              
	
                4.9.

              	
                Restricted
                  Securities

              	 	
                21

              
	
                4.10.

              	
                Legends

              	 	
                21

              
	 	 	 	 
	
                ARTICLE
                  V

              	
                REPRESENTATIONS
                  AND WARRANTIES OF BUYER

              	 	
                22

              
	
                5.1.

              	
                Organization
                  and Existence

              	 	
                22

              
	
                5.2.

              	
                Authorization

              	 	
                22

              
	
                5.3.

              	
                Consents
                  and Filings

              	 	
                22

              
	
                5.4.

              	
                Noncontravention

              	 	
                22

              
	
                5.5.

              	
                No
                  Legal Proceedings

              	 	
                22

              
	
                5.6.

              	
                Valid
                  Issuance of Buyer Common Stock

              	 	
                22

              
	
                5.7.

              	
                Brokers

              	 	
                23

              
	
                5.8.

              	
                Disclosure

              	 	
                23

              
	 	 	 	 
	
                ARTICLE
                  VI

              	
                COVENANTS

              	 	
                23

              
	
                6.1.

              	
                Conduct
                  of the Business

              	 	
                23

              
	
                6.2.

              	
                Access

              	 	
                23

              
	
                6.3.

              	
                Government
                  Filings

              	 	
                24

              
	
                6.4.

              	
                Further
                  Actions

              	 	
                24

              
	
                6.5.

              	
                Tax
                  Returns

              	 	
                24

              
	
                6.6.

              	
                No
                  Solicitation of Other Proposals.

              	 	
                24

              
	
                6.7.

              	
                Noncompetition
                  and Nonsolicitation.

              	 	
                25

              
	
                6.8.

              	
                Defined
                  Benefit Pension Plan

              	 	
                26

              
	 	 	 	 
	
                ARTICLE
                  VII

              	
                CONDITIONS
                  TO CLOSING

              	 	
                26

              
	
                7.1.

              	
                Conditions
                  Precedent to Buyer’s Obligations

              	 	
                26

              
	
                7.2.

              	
                Conditions
                  Precedent to each Company’s and Seller’s Obligations

              	 	
                27

              
	 	 	 	 
	
                ARTICLE
                  VIII

              	
                INDEMNIFICATION
                  OBLIGATIONS

              	 	
                28

              
	
                8.1.

              	
                Survival

              	 	
                28

              
	
                8.2.

              	
                Sellers’
                  Indemnification Obligations

              	 	
                28

              
	
                8.3.

              	
                Buyer
                  IPSI and QPSI Indemnification Obligations

              	 	
                28

              
	
                8.4.

              	
                Notice
                  of Claim

              	 	
                29

              
	
                8.5.

              	
                Direct
                  Claims

              	 	
                29

              
	
                8.6.

              	
                Third
                  Party Claims

              	 	
                29

              
	 	 	 	 
	
                ARTICLE
                  IX

              	
                TERMINATION,
                  AMENDMENT AND WAIVER

              	 	
                30

              
	
                9.1.

              	
                Termination

              	 	
                30

              
	
                9.2.

              	
                Effect
                  of Termination

              	 	
                30

              


      

       

      
        
          
          

        

        
          (ii)

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  X

              	
                MISCELLANEOUS

              	 	
                30

              
	
                10.1.

              	
                Expenses;
                  Transfer Taxes

              	 	
                30

              
	
                10.2.

              	
                Notices

              	 	
                31

              
	
                10.3.

              	
                Severability

              	 	
                32

              
	
                10.4.

              	
                Amendments
                  and Waivers

              	 	
                32

              
	
                10.5.

              	
                Counterparts

              	 	
                33

              
	
                10.6.

              	
                Entire
                  Agreement

              	 	
                33

              
	
                10.7.

              	
                No
                  Third Party Beneficiaries

              	 	
                33

              
	
                10.8.

              	
                Governing
                  Law

              	 	
                33

              
	
                10.9.

              	
                Consent
                  to Jurisdiction; Waiver of Jury Trial

              	 	
                33

              
	
                10.10.

              	
                Publicity

              	 	
                34

              
	
                10.11.

              	
                Assignment

              	 	
                34

              
	
                10.12.

              	
                Construction

              	 	
                34

              


      

    

     

    
      
        
        

      

      
        (iii)

        
          

        

      

      
        
        

      

    


    STOCK
      PURCHASE AGREEMENT

     

    This
      STOCK PURCHASE AGREEMENT (this “Agreement”)
      is
      made and entered into as of September 24, 2007 by and among FORTRESS
      INTERNATIONAL GROUP, INC., a Delaware corporation (“Buyer”),
      INNOVATIVE POWER SYSTEMS INC., a Virginia corporation (“IPSI”),
      QUALITY POWER SYSTEMS, INC., a Delaware corporation (“QPSI”
and
      with IPSI, each a “Company”
and
      together, the “Companies”),
      and
      the undersigned holders of the outstanding shares of capital stock of each
      of
      IPSI and QPSI (each, a “Seller”
and,
      collectively, the “Sellers”).
      

     

    RECITALS

     

    A. The
      Sellers own all of the issued and outstanding shares of capital stock of IPSI
      and QPSI (collectively, the “Shares”),
      with
      each Seller owning the number of Shares set forth on such Seller’s signature
      page hereto. 

     

    B. Buyer
      desires to purchase the Shares from the Sellers, and the Sellers desire to
      sell
      the Shares to Buyer, in each case on the terms and subject to the conditions
      contained in this Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual promises, covenants and agreements
      herein contained, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties agree as
      follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    1.1.  Definitions.
      As used
      in this Agreement, the following terms have the following meanings:

    


    “Accounting
      Firm”
has
      the
      meaning set forth in Section
      2.4(b)(iii).

    


    “Adjusted
      Cash Consideration”
has
      the
      meaning set forth in Section
      2.4(c).

    


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

    


    “Agreed
      Allocation”
with
      respect to any Seller means the percentage set forth on Schedule I attached
      hereto.

     

    “Agreement”
has
      the
      meaning set forth in the preamble to this Agreement.

    


    “Acquisition
      Proposal”
has
      the
      meaning set forth in Section
      6.6(a).

    


    “Business”
has
      the
      meaning set forth in Section
      6.7(b).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Business
      Day”
means
      any day other than a Saturday or Sunday or any day banks in the State of New
      York are authorized or required to be closed. 

     

    “Buyer”
has
      the
      meaning set forth in the preamble to this Agreement. 

     

    “Buyer
      Common Stock”
has
      the
      meaning set forth in Section
      2.1(b)(iii).

     

    “Buyer
      Indemnified Parties”
has
      the
      meaning set forth in Section
      8.2.

     

    “Buyer
      Parties”
has
      the
      meaning set forth in Section
      6.7(b).

     

    “Cash
      Consideration”
has
      the
      meaning set forth in Section
      2.1(b)(i).

     

    “Closing”
has
      the
      meaning set forth in Section
      2.2.
      

     

    “Closing
      Date”
has
      the
      meaning set forth in Section
      2.2.
      

     

    “Closing
      Date Amount”
has
      the
      meaning set forth in Section
      2.1(c).

     

    “Closing
      Working Capital”
has
      the
      meaning set forth in Section
      2.4(a).

     

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

     

    “Company”
and
      “Companies”
have
      the meanings set forth in the preamble to this Agreement.

     

    “Company
      Plan”
has
      the
      meaning set forth in Section
      3.14(a).
      

     

    “Company
      Representatives”
has
      the
      meaning set forth in Section
      6.6(a).

     

    “Consent”
has
      the
      meaning set forth in Section
      3.4.
      

     

    “Current
      Assets”
has
      the
      meaning set forth in Section
      2.4(d).

     

    “Current
      Liabilities”
has
      the
      meaning set forth in Section
      2.4(d).

     

    “Damages”
means
      any and all claims, lawsuits, liabilities, losses, damages, costs and expenses,
      including the reasonable fees and disbursements of counsel (including fees
      of
      attorneys and paralegals, whether at the pre-trial, trial, or appellate level,
      or in arbitration) and all amounts reasonably paid in investigation, defense,
      or
      settlement of any of the foregoing.

     

    “Direct
      Claim”
has
      the
      meaning set forth in Section
      8.4.

     

    “Direct
      Claim Counter Notice”
has
      the
      meaning set forth in Section
      8.5.
      

     

    “Earn-Out
      Payment”
has
      the
      meaning set forth in Section 2.5.

     

    “Earn-Out
      Period”
has
      the
      meaning set forth in Section 2.5.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Earn-Out
      Worksheet”
has
      the
      meaning set forth in Section
      2.5(a).

     

    “EBITDA”
has
      the
      meaning set forth in Section
      2.5(a).

     

    “Employment
      Agreement”
has
      the
      meaning set forth in Section
      2.3(b)(ii).

     

    “Encumbrance”
means
      any charge, claim, lien, pledge, security interest, voting agreement, option,
      right of first refusal, easement, servitude, right of way, or other encumbrance
      or similar restriction. 

     

    “ERISA”
has
      the
      meaning set forth in Section
      3.14(a).
      

     

    “Filing”
has
      the
      meaning set forth in Section
      3.4.
      

     

    “Financial
      Statements”
has
      the
      meaning set forth in Section
      3.7.
      

     

    “GAAP”
means
      United States generally accepted accounting principles.

     

    “Governmental
      Entity”
means
      any U.S. or foreign federal, state, provincial or local governmental authority,
      court, government or self-regulatory organization, commission, tribunal or
      organization or any regulatory, administrative or other agency, or any political
      or other subdivision, department or branch of any of the foregoing.


     

    “Indemnifying
      Party”
has
      the
      meaning set forth in Section
      8.4.
      

     

    “Intellectual
      Property”
means
      all U.S. and foreign intellectual property rights, including patents,
      inventions, technology, discoveries, processes, know-how, trademarks, service
      marks, trade names, brand names, domain names, corporate names, logos,
      copyrights, and copyrightable works (including software and related items),
      and
      trade secrets, and all registrations, applications, continuations,
      continuations-in-part, divisions, provisionals, reissues, re-examinations and
      similar protections relating thereto. 

     

    “IPSI”
has
      the
      meaning set forth in the preamble to this Agreement.

     

    “IPSI
      Common Stock”
means
      the common stock of IPSI, par value $0 per share.

     

    “Knowledge”
means
      the actual knowledge, after reasonable inquiry, of the Sellers, and with respect
      to IPSI, Keith (Wayne) Byrd and Dan Toland, and with respect to QPSI, Keith
      (Wayne) Byrd, Dan Toland, and Judy Toland, after reasonable investigation by
      such persons. 

     

    “Law”
means
      any domestic or foreign, federal, state, provincial or local statute, law,
      ordinance, rule, administrative interpretation, regulation, order, writ,
      injunction, directive, judgment, decree or other requirement of any Governmental
      Entity. 

     

    “Lease”
has
      the
      meaning set forth in Section
      3.18.

     

    “Legal
      Proceeding”
means
      any action, claim, lawsuit, arbitration, proceeding or
      investigation.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on the business, assets, financial condition, results
      of
      operations or prospects of the Companies and the Subsidiaries, taken as a whole,
      other than events or changes generally occurring in the businesses in which
      the
      Companies and the Subsidiaries operate or in the economy in general.


     

    “Material
      Contract”
means
      any contract or agreement required to be set forth on Schedule
      3.12(a).
      

     

    “Noncompete
      Parties”
has
      the
      meaning set forth in Section
      6.7(a).

     

    “Note”
has
      the
      meaning set forth in Section
      2.1(b)(ii).

     

    “Notice
      of Claim”
has
      the
      meaning set forth in Section
      8.4.

     

    “Notice
      of Disagreement”
has
      the
      meaning set forth Section
      2.4(b).

     

    “Parties”
means
      the parties to this Agreement, and “Party”
means
      any of the Parties. 

     

    “Permit”
means
      any permit, licenses, registrations or other authorization.

     

    “Permitted
      Encumbrances”
means
      (i) liens for taxes, assessments and other governmental charges not yet due
      and
      payable or, if due, (A) not delinquent or (B) being contested in good faith
      by
      appropriate proceedings; (ii) mechanics’, workmen’s, repairmen’s,
      warehousemen’s, carriers’ or other liens arising or incurred in the ordinary
      course of business; (iii) liens or title retention arrangements arising under
      original purchase price conditional sales contracts and equipment leases with
      third parties entered into in the ordinary course of business; (iv) with respect
      to real property, (A) easements, licenses, covenants, rights-of-way and other
      similar restrictions, including, without limitation, any other agreements or
      restrictions which would be shown by an investigation of title to the extent
      and
      nature which a prudent buyer of property in the relevant jurisdiction would
      carry out, (B) any conditions that may be shown by survey, title report or
      physical inspection (whether or not made) and (C) zoning, building and other
      similar restrictions, so long as none of (A) or (B) or (C) prevent the use
      of
      such real property substantially as currently used by the Companies or any
      of
      the Subsidiaries or materially affect the value of any such property.


     

    “Person”
means
      any individual, corporation, limited liability company, limited partnership,
      general partnership, joint venture, trust, association, Governmental Entity
      or
      other organization or entity. 

     

    “Purchase
      Price”
has
      the
      meaning set forth in Section
      2.1(b).

     

    “QPSI”
has
      the
      meaning set forth in the preamble to this Agreement.

     

    “QPSI
      Common Stock”
means
      the common stock of QPSI, par value $0 per share.

     

    “Section
      2.5(b) Accountants”
has
      the
      meaning set forth in Section
      2.5(b).

     

    “Section
      2.5(b) Notice”
has
      the
      meaning set forth in Section
      2.5(b).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Securities
      Act”
has
      the
      meaning set forth in Section
      4.7.

     

    “Seller”
and
      “Sellers”
have
      the meanings set forth in the preamble to this Agreement. 

     

    “Seller’s
      Cash Consideration”
with
      respect to any Seller means the dollar amount of Cash Consideration equal to
      the
      product of (x) the aggregate Cash Consideration payable pursuant to
      Section
      2.1(b)(i)
      multiplied by (y) such Seller’s Agreed Allocation.

     

    “Seller
      Indemnified Parties”
has
      the
      meaning set forth in Section 8.3.

     

    “Sellers’
      Representative”
has
      the
      meaning set forth in Section
      2.5(a).

     

    “Seller’s
      Stock Consideration”
with
      respect to any Seller means the number of shares of Buyer Common Stock equal
      to
      the product of (x) the aggregate number of shares of Buyer Common Stock issuable
      pursuant to Section
      2.1(b)(iii)
      multiplied by (y) such Seller’s Agreed Allocation.

     

    “Shares”
has
      the
      meaning set forth in the Recital A to this Agreement. 

     

    “Statement”
has
      the
      meaning set forth in Section
      2.4(a).

     

    “Subsidiaries”
means
      the direct and indirect subsidiaries of IPSI and QPSI and “Subsidiary”
means
      any of the Subsidiaries.

     

    “Tax”
or
      “Taxes”
means
      all United States federal, state, local and foreign income, profits, franchise,
      gross receipts, payroll, sales, employment, use, property, real estate, excise,
      value added, estimated, stamp, alternative or add-on minimum, environmental,
      withholding and any other taxes, duties or assessments, together with all
      interest, penalties and additions imposed with respect to such amounts.


     

    “Tax
      Authority”
means
      any domestic, foreign, federal, national, state, county or municipal or other
      local government, any subdivision, agency, commission or authority thereof,
      or
      any quasi-governmental body exercising any taxing authority or any other
      authority exercising Tax regulatory authority. 

     

    “Tax
      Return”
means
      any return, report, information return or other document (including any related
      or supporting information) required to be filed with any taxing authority with
      respect to Taxes, including information returns, claims for refunds of Taxes
      and
      any amendments or supplements to any of the foregoing.

     

    “Third
      Party Claim”
has
      the
      meaning set forth in Section
      8.4.

     

    “Working
      Capital”
has
      the
      meaning set forth in Section
      2.4(d).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    PURCHASE
      AND SALE OF THE SHARES; ADJUSTMENT

     

    2.1.  Purchase
      and Sale of the Shares. 

     

    (a)  Subject
      to the terms and conditions hereof, at the Closing, each Seller shall sell,
      transfer, assign and deliver to Buyer, and Buyer shall purchase from each
      Seller, legal and beneficial ownership of the Shares held by such Seller, free
      and clear of Encumbrances of any kind. 

     

    (b)  The
      aggregate purchase price for the Shares (the “Purchase
      Price”)
      shall
      consist of the following:

     

    (i)  $1,550,000
      in cash, subject to adjustment as provided herein (the “Cash
      Consideration”);

     

    (ii)  a
      promissory note in the aggregate original principal amount of $300,000,
      substantially in the form attached hereto as Exhibit
      A
      (the
“Note”);
      and

     

    (iii)  that
      number of fully paid, nonassessble shares of common stock of Buyer, par value
      $0.001 per share (the “Buyer
      Common Stock”)
      as
      shall be equal to $150,000, calculated based on the average of the last reported
      sale prices per share of Buyer Common Stock on the Nasdaq over the
      20 consecutive
      trading days ending on the trading day that is two trading days prior to the
      Closing Date; and

     

    (iv)  the
      earn
      out amounts, if any, determined in accordance with the provisions of
      Section
      2.5
      in the
      event IPSI and QPSI achieve certain target revenues.

     

    (c)  The
      Cash
      Consideration shall be increased by an amount equal to the amount by which
      the
      Working Capital (as defined below) set forth on the good
      faith estimate prepared by Sellers (and reasonably satisfactory to Buyer) and
      delivered to Buyer at least five Business Days prior to the Closing Date exceeds
      Three Hundred Thousand Dollars ($300,000.00), and shall be decreased by an
      amount equal to the amount by which the Working Capital set forth on the good
      faith estimate prepared by Sellers (and reasonably satisfactory to Buyer) and
      delivered to Buyer at least five Business Days prior to the Closing Date is
      less
      than Three Hundred Thousand Dollars ($300,000.00) (the Cash Consideration as
      so
      adjusted shall hereinafter be referred to as the “Closing Date
      Amount”).

     

    (d)  The
      Purchase Price shall be allocated as follows: 70% of the consideration for
      the
      purchase of IPSI and 30% of the consideration for the purchase of QPSI. The
      Parties agree to file their respective federal, state and local income tax
      returns based on the above allocation and to indemnify the other against any
      loss, liability, damage, penalty, interest or expense (including reasonable
      attorney's fees) incurred by reason of breach thereof. 

     

    2.2.  Closing.
      The
      closing of the purchase and sale of the Shares (the “Closing”)
      will
      take place on the second Business Day following the satisfaction or waiver
      of
      the conditions set forth in Article
      VII,
      or at
      such other date as may be agreed to by the Parties (the date on which the
      Closing actually occurs being referred to as the “Closing
      Date”). 

     

    2.3.  Deliveries
      and Payments at the Closing. 

     

    (a)  At
      the
      Closing, Buyer shall deliver or cause to be delivered:

     

    (i)  to
      the
      applicable Sellers, such Seller’s Cash Consideration by wire transfer of
      immediately available funds to such account or accounts as may be designated
      by
      such Seller in writing no later than two Business Days prior to the Closing,
      in
      each case against delivery by such Seller of the certificates evidencing the
      Shares being sold by such Seller, duly endorsed or accompanied by duly executed
      stock powers;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (ii)  the
      Note
      referred to in Section
      2.1(b)(ii);
      

     

    (iii)  to
      the
      applicable Sellers, certificates for the number of whole shares of Buyer Common
      Stock representing each Seller’s Stock Consideration;

     

    (iv)  to
      each
      Company, the officer’s certificate referred to in Section
      7.2(c)
      hereof;
      and

     

    (v)  such
      other documents as Sellers may reasonably request to demonstrate satisfaction
      of
      the conditions and compliance with the covenants set forth in this
      Agreement.

     

    (b)  At
      Closing, Sellers shall deliver or cause to be delivered to Buyer:

     

    (i)  a
      receipt
      for the payment of the Seller’s Cash Consideration;

     

    (ii)  Employment
      Agreements, dated as of the Closing Date, executed by Keith (Wayne) Byrd and
      Dan
      Toland and substantially in the form of Exhibit
      B
      attached
      hereto (each an “Employment
      Agreement”);

     

    (iii)  the
      officer’s certificate referred to in Section
      7.1(c)
      hereof;
      and 

     

    (iv)  such
      other documents as Buyer may reasonably request to demonstrate satisfaction
      of
      the conditions and compliance with the covenants set forth in this
      Agreement.

     

    2.4.  Purchase
      Price Adjustment.

     

    (a)  Within
      60
      days after the Closing Date, Buyer shall prepare and deliver to the Sellers
      an
      audited balance sheet of each Company prepared in accordance with this
      Agreement, and to the extent not inconsistent, GAAP, and a statement attached
      thereto (the “Statement”),
      certified by an officer of Buyer, setting forth Working Capital (as defined
      in
      Section
      2.4(d))
      as of
      the close of business on the Closing Date (the “Closing
      Working Capital”).

     

    (b)  During
      the 45-day period following each Seller’s receipt of the Statement, the Sellers
      and their accountants shall be permitted to review the working papers of Buyer
      relating to the Statement. The Statement shall become final and binding upon
      the
      parties on the 45th day following delivery thereof, unless the Sellers’
Representative gives written notice of the Sellers’ disagreement with the
      Statement (a “Notice
      of Disagreement”)
      to
      Buyer prior to such date. Any Notice of Disagreement shall:

     

    (i)  specify
      in reasonable detail the nature of any disagreement so asserted;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (ii)  only
      include disagreements based on mathematical errors or based on Closing Working
      Capital not being calculated in accordance with this Section
      2.4;
      and


     

    (iii)  be
      accompanied by a certificate of the Seller’s accountants stating that they
      concur with each of the positions taken by Sellers in the Notice of
      Disagreement.

     

    If
      a
      Notice of Disagreement is received by Buyer in a timely manner, then the
      Statement (as revised in accordance with Clause I or II below) shall
      become final and binding upon the Sellers and Buyer on the earlier of
      (I) the date the Sellers’ Representative and Buyer resolve in writing any
      differences they have with respect to the matters specified in the Notice of
      Disagreement or (II) the date any disputed matters are finally resolved in
      writing by the Accounting Firm (as defined below). During the 30-day period
      following the delivery of a Notice of Disagreement, the Sellers’ Representative
      and Buyer shall seek in good faith to resolve in writing any differences that
      they may have with respect to the matters specified in the Notice of
      Disagreement. During such period Buyer and its accountants shall have access
      to
      the working papers of the Seller’s accountants prepared in connection with their
      certification of the Notice of Disagreement. At the end of such 30-day period,
      the Sellers and Buyer shall submit to an independent accounting firm that has
      not had a previous relationship with the Sellers or Buyer (the “Accounting
      Firm”)
      for
      arbitration any and all matters that remain in dispute and that were properly
      included in the Notice of Disagreement, in the form of a written brief. The
      Accounting Firm shall be Reznick Fedder & Silverman or, if such firm is
      unable or unwilling to act, such other nationally recognized independent public
      accounting firm as shall be agreed upon by the parties hereto in writing. The
      Sellers and Buyer agree that judgment may be entered upon the determination
      of
      the Accounting Firm in any court having jurisdiction over the Party against
      which such determination is to be enforced. The parties shall instruct the
      Accounting Firm to render its decision as promptly as practicable but in no
      event later than 60 days after its selection. The cost of any proceeding
      (including the fees and expenses of the Accounting Firm and reasonable attorney
      fees and expenses of the parties) pursuant to this Section
      2.4
      shall be
      borne by Buyer and the Sellers in inverse proportion as they may prevail on
      matters resolved by the Accounting Firm, which proportionate allocations shall
      also be determined by the Accounting Firm at the time the determination of
      the
      Accounting Firm is rendered on the merits of the matters submitted. The fees
      and
      disbursements of the Sellers’ accountants incurred in connection with their
      review of the Statement and certification of any Notice of Disagreement shall
      be
      borne by the Sellers, and the fees and disbursements of the accountants of
      Buyer
      incurred in connection with their certification of the Statement and review
      of
      any Notice of Disagreement shall be borne by Buyer.

    


    (c)  The
      Cash
      Consideration shall be increased by the amount by which Closing Working Capital
      exceeds Three Hundred Thousand Dollars ($300,000.00) and decreased by the amount
      by which Closing Working Capital is less than $300,000 (the Cash Consideration
      as so adjusted shall hereinafter be referred to as the “Adjusted
      Cash Consideration”).
      If
      the Closing Date Amount (as defined in Section
      2.1(c))
      is more
      than the Adjusted Cash Consideration, Buyer shall, upon the Statement becoming
      final and binding on the parties, be entitled to set-off payment to Sellers
      from
      the Note to the extent of such difference, and to the extent such difference
      exceeds the principal amount of the Note, each Seller shall remit, within five
      Business Days, such Seller’s Agreed Allocation of such difference together with
      interest thereon at a rate equal to the rate of interest from time to time
      announced publicly by Citibank, N.A., as its prime rate, calculated on the
      basis
      of the actual number of days elapsed divided by 365, from the Closing Date
      to
      the date of payment.
      In the
      event that any amount is due hereunder on any date when an Earn-Out Payment
      would be payable, Buyer shall have the right to set-off payment to Sellers
      with
      respect to such Earn-Out Payment to the extent of any such amount that remains
      payable. If the Closing Date Amount (as defined in Section
      2.1(c))
      is less
      than the Adjusted Cash Consideration, Buyer shall, upon the Statement becoming
      final and binding on the parties, remit, within five Business Days, such
      difference together with interest thereon at a rate equal to the rate of
      interest from time to time announced publicly by Citibank, N.A., as its prime
      rate, calculated on the basis of the actual number of days elapsed divided
      by
      365, from the Closing Date to the date of payment. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    (d)  The
      term
“Working
      Capital”
means
      Current Assets (as defined below) minus Current Liabilities (as defined below).
      The terms “Current
      Assets”
and
      “Current
      Liabilities”
mean
      the consolidated current assets and consolidated current liabilities,
      respectively, of each Company calculated in accordance with generally accepted
      accounting principles (“GAAP”)
      applied consistently throughout the periods involved. Without limiting the
      generality of the foregoing, Current Liabilities will include all accrued tax
      liabilities through the Closing Date.

    


    2.5.  Earn-Out
      Payments.

     

    (a)  Delivery
      of Financial Information.
      Within
      90 days after the last Business Day of each Earn-Out Period (as defined below),
      Buyer shall deliver to each Seller a work sheet (the “Earn-Out
      Worksheet”)
      prepared by Buyer’s independent public accountants or Buyer’s Chief Financial
      Officer (or his designee), setting forth Buyer’s determination of earnings of
      each Company before interest, taxes, depreciation and amortization
      (“EBITDA”)
      and
      cash equal to Buyer’s determination of such Seller’s Agreed Allocation of the
      Earn-Out Payments for said Earn-Out Period. Subject to execution of a
      Non-Disclosure Agreement in customary form, Sellers shall have the right, at
      Sellers’ expense, once during each Earn-Out Period, at reasonable times and upon
      reasonable notice, to examine, and to have one representative, who shall
      initially be Wilhelm Monroe & Gallagher (the “Sellers’
      Representative”)
      examine, the books and records of the Companies to determine whether the
      calculation and payment of the Earn-Out Payment are being conducted in
      accordance with the provisions of this Agreement.

     

    (b)  Disputes
      Regarding Earn-Out Worksheet.
      In the
      event that Sellers dispute any amounts reflected on any Earn-Out Worksheet,
      Sellers’ Representative shall notify Buyer in writing (such notice, a
“Section
      2.5(b) Notice”),
      within 45 days after the delivery of the Earn-Out Worksheet, setting forth
      the
      amount, nature and basis of the dispute. Within the following 10 days, the
      parties shall use their reasonable best efforts to resolve in good faith such
      dispute. Upon their failure to do so, Sellers’ Representative and Buyer shall
      within 10 days from the end of such 10 day period jointly engage an Independent
      Accountant (the “Section
      2.5(b) Accountants”).
      The
      Section 2.5(b) Accountants shall be engaged jointly by Buyer and Sellers’
Representative to decide the dispute with respect to the Earn-Out Worksheet
      within 30 days from its appointment; such decision to be communicated to both
      parties in writing. The decision of the Section 2.5(b) Accountants shall be
      final and binding upon the parties and accordingly a declaratory judgment by
      a
      court of competent jurisdiction may be entered in accordance therewith. The
      fees
      and expenses of such accounting firm shall be borne by one-half by Buyer and
      one-half by Sellers’ Representative.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (c)  Calculation
      of 2007 Earn-Out Payment.
      The
      Earn-Out Payment (the “2007
      Earn-Out Payment”)
      for
      the period ending on December 31, 2007 (the “2007
      Earn-Out Period”)
      shall
      be determined as follows:

     

    (i)  to
      the
      extent EBITDA is less than or equal to $600,000, the 2007 Earn-Out Payment
      shall
      equal $0.00, 

     

    (ii)  to
      the
      extent EBITDA is greater than $600,000, the 2007 Earn-Out Payment shall equal
      $400,000 payable as follows: $200,000 in cash and a promissory note in the
      aggregate original principal amount of $200,000 substantially in the same form
      of the Note. 

     

    (d)  Calculation
      of 2008 and 2009 Earn-Out Payments.
      The
      Earn-Out Payments for each twelve (12) month period ending on December 31,
      2008
      and December 31 2009 (each such twelve-month period individually, the
“2008
      Earn-Out Period”
or
      “2009
      Earn-Out Period,”
as
      applicable) shall be determined as follows with respect to any such Earn-Out
      Period:

     

    (i)  to
      the
      extent EBITDA is less than or equal to $450,000, the Earn-Out Payment for each
      of the 2008 Earn-Out Period and 2009 Earn-Out Period, as applicable, shall
      equal
      $0.00, 

     

    (ii)  to
      the
      extent EBITDA is greater than $450,000, the Earn-Out Payment for each of the
      2008 Earn-Out Period and 2009 Earn-Out Period, as applicable, shall equal
      $150,000 plus the sum of (x) $1 for every dollar of EBITDA between $450,000
      and
      $600,000 and (y) 20% of every dollar of EBITDA above $600,000.

     

    (e)  Calculation
      of 2010 Earn-Out Payment.
      In the
      event the 2007 Earn-Out Payment calculated in accordance with Section 2.5(c)
      above equals $0.00, the Earn-Out Payment (the “2010
      Earn-Out Payment”)
      for
      the twelve (12) month period ending on December 31, 2010 (the “2010
      Earn-Out Period”)
      shall
      be determined as follows:

     

    (i)  to
      the
      extent EBITDA is less than or equal to $450,000, the 2010 Earn-Out Payment
      shall
      equal $0.00, 

     

    (ii)  to
      the
      extent EBITDA is greater than $450,000, the 2010 Earn-Out Payment shall equal
      $150,000 plus the sum of (x) $1 for every dollar of EBITDA between $450,000
      and
      $600,000 and (y) 20% of every dollar of EBITDA above $600,000.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    In
      the
      event the 2007 Earn-Out Payment calculated in accordance with Section 2.5(c)
      above is greater than $0.00, there shall not be any Earn-Out Payment for the
      twelve (12) month period ending on December 31, 2010.

     

    (f)  Payment.
      Subject
      to the provisions of Section
      2.5(g),
      Buyer
      shall deliver any Earn-Out Payment to Sellers based on each Seller’s Agreed
      Allocation determined in accordance with Section
      2.4(c)
      within
      five Business Days of the Accountants final and binding decision.

     

    (g)  Right
      of Set-Off.
      Buyer’s
      obligation to make the Earn-Out Payments is subject to reduction or non-payment
      due to (i) any claim for Damages that a Buyer Indemnified Party may have against
      Sellers in accordance with Article VIII and (ii) any decrease in the Cash
      Consideration pursuant to Section 2.4(c) in excess of the Note balances
      available to be set-off. In the event that Buyer determines to exercise its
      right of set-off pursuant to this Section
      2.5,
      Buyer
      shall comply with the provisions of this Section
      2.5
      in
      determining the Earn-Out Payment and shall pay the amount, if any, by which
      the
      Earn-Out Payment exceeds the amount set-off by Buyer. 

     

    (h) Earn-Out
      Term.
      During
      each of the Earn-Out Periods, Buyer shall operate IPSI and QPSI in the ordinary
      course, reasonably consistent with past practices of Sellers, and not change
      the
      operations of the businesses in any material way that would have a Material
      Adverse Effect on the Earn-Out Payments to Sellers hereunder, provided, that
      Sellers acknowledge that Buyer may combine or convert the Companies into
      divisions of Buyer or an Affiliate of Buyer. 

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES RELATING TO THE COMPANIES

     

    The
      Sellers and each Company jointly and severally represent and warrant to Buyer
      as
      follows:

     

    3.1.  Organization
      and Standing.
      IPSI is
      a corporation, duly organized, validly existing and in good standing under
      the
      Laws of the State of Virginia and has all requisite power and authority to
      own,
      lease and operate its properties and assets and to carry on its business as
      now
      being conducted. QPSI is a corporation, duly organized, validly existing and
      in
      good standing under the Laws of the State of Delaware and has all requisite
      power and authority to own, lease and operate its properties and assets and
      to
      carry on its business as now being conducted. Each Subsidiary is duly organized,
      validly existing and in good standing under the Laws of its jurisdiction of
      formation and has all requisite corporate power and authority to own, lease
      and
      operate its properties and assets and to carry on its business as now being
      conducted. IPSI, QPSI and each Subsidiary is duly licensed or qualified to
      do
      business and is in good standing in each jurisdiction in which such
      qualification or licensing is necessary because of the property and assets
      owned, leased or operated by it or because of the nature of its business as
      now
      being conducted, except for any failure to so qualify or be licensed or in
      good
      standing that, individually or in the aggregate, would not reasonably be
      expected to have a Material Adverse Effect. Schedule
      3.1
      lists
      the jurisdictions in which IPSI, QPSI and each Subsidiary is qualified to
      conduct business as a foreign corporation and the jurisdictions of formation
      and
      foreign qualification for each Subsidiary. IPSI and QPSI have made available
      to
      Buyer true, complete and correct copies of the constitutive documents of each
      Company and of each Subsidiary, in each case as amended to the date of this
      Agreement, and have made available to Buyer each such entity’s minute books and
      stock records. Neither IPSI, QPSI nor any Subsidiary is in violation of any
      provision of its respective certificate or articles of incorporation, by-laws
      or
      similar constitutive document. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    3.2.  Authorization.
      The
      execution, delivery and performance by each of IPSI and QPSI of this Agreement
      and the consummation by each of the transactions contemplated hereby and thereby
      are within IPSI’s and QPSI’s power and have been duly authorized by all
      necessary action on the part of IPSI and QPSI. This Agreement constitutes
      (assuming the due execution and delivery by each of the other parties hereto)
      the legal, valid and binding obligation of IPSI and QPSI enforceable against
      IPSI and QPSI in accordance with its terms, subject to the effects of
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
      other similar Laws relating to or affecting creditors’ rights generally and
      general equitable principles (whether considered in a proceeding in equity
      or at
      Law).

     

    3.3.  Noncontravention.
      Except
      as set forth in Schedule
      3.3,
      the
      execution, delivery and performance of this Agreement and the transactions
      contemplated hereby by IPSI and QPSI do not, and the consummation by IPSI and
      QPSI of the transactions contemplated hereby will not, (i) contravene or violate
      any material provision of the organizational documents of IPSI, QPSI or any
      Subsidiary or (ii) contravene or violate any material provision of, or result
      in
      the termination or acceleration of, or entitle any party to accelerate any
      obligation or indebtedness under, or result in the imposition of any Encumbrance
      (other than a Permitted Encumbrance) on IPSI, QPSI or any Subsidiary pursuant
      to
      any mortgage, lease, franchise, license, permit, agreement, instrument, Law,
      order, arbitration award, judgment or decree to which IPSI, QPSI or any
      Subsidiary is a party or by which IPSI, QPSI or any Subsidiary is
      bound.

     

    3.4.  Consents
      and Filings.
      No
      consent, approval, license, permit, order or authorization (each, a
“Consent”)
      of, or
      registration, declaration or filing (each, a “Filing”)
      with,
      any Governmental Entity is required for or in connection with the execution
      and
      delivery of this Agreement by IPSI or QPSI or the consummation by each of the
      transactions contemplated hereby.

     

    3.5.  Capital
      Stock.
      The
      authorized capital stock of IPSI consists of 5,000 shares of IPSI Common Stock,
      of which 300 shares of IPSI Common Stock are outstanding as of the date hereof.
      Sellers own 100% of the issued and outstanding shares of IPSI Common Stock.
      All
      of the issued and outstanding shares of IPSI Common Stock are duly authorized,
      validly issued, fully paid and nonassessable. The authorized capital stock
      of
      QPSI consists of 1,000 shares of QPSI Common Stock, of which 900 shares of
      QPSI
      Common Stock are outstanding as of the date hereof. Sellers own 100% of the
      issued and outstanding shares of QPSI Common Stock. All of the issued and
      outstanding shares of QPSI Common Stock are duly authorized, validly issued,
      fully paid and nonassessable. None of the Shares were issued in violation of
      (i)
      any purchase option, right of first refusal, preemptive, subscription or similar
      rights under any provision of applicable Law, (ii) the organizational documents
      of IPSI or QPSI, (iii) any agreement to which IPSI or QPSI is subject or by
      which it is bound, or (iv) the Securities Act of 1933 or any state blue sky
      laws. There are no outstanding warrants, options, rights, agreements,
      convertible or exchangeable securities or other commitments pursuant to which
      IPSI or QPSI is or may become obligated to issue, sell, purchase, return or
      redeem any shares of capital stock of IPSI or QPSI. There are no voting trusts
      or other similar agreements with respect to the voting of the IPSI Common Stock
      or the QPSI Common Stock.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    3.6.  Subsidiaries.
      Schedule
      3.6
      sets
      forth a true and correct list of all of the Subsidiaries, indicating for each
      Subsidiary (i) the authorized capital stock or other ownership interests of
      such
      Subsidiary, (ii) the number and kind of shares of capital stock or units of
      ownership interest of such Subsidiary that are issued and outstanding, (iii)
      the
      owner or owners of all of the issued and outstanding capital stock or other
      ownership interests of such Subsidiary. Except for the Subsidiaries, neither
      IPSI or QPSI owns, directly or indirectly, any shares of or other ownership
      interest in any other Person.

     

    3.7.  Financial
      Statements.
      Attached hereto as Schedule
      3.7
      are true
      and correct copies of the unaudited consolidated balance sheets and income
      statements as of July 31, 2007 (collectively “Financial
      Statements”).
      The
      Financial Statements have been prepared in accordance with GAAP consistently
      applied (except as may be indicated in the notes thereto) during the periods
      involved and fairly present in all material respects the consolidated financial
      position of IPSI and QPSI as of the dates and for the periods presented
      therein.

     

    3.8.  Absence
      of Undisclosed Liabilities.
      Except
      as set forth on Schedule
      3.8,
      neither
      IPSI, QPSI nor any Subsidiary has any material liabilities except liabilities
      (i) reflected on, accrued or reserved against in the Financial Statements or
      the
      notes thereto or (ii) incurred in the ordinary course of business since July
      31,
      2007.

     

    3.9.  Absence
      of Certain Changes.
      Since
      July 31, 2007, IPSI, QPSI and the Subsidiaries have operated their respective
      businesses in the ordinary course, consistent with past practice and there
      has
      not been any event or occurrence that has had or could reasonably be expected
      to
      have a Material Adverse Effect. Without limiting the scope of the foregoing,
      except as set forth on Schedule
      3.9:

     

    (a)  Neither
      IPSI, QPSI nor any Subsidiary has sold, transferred, disposed of, or agreed
      to
      sell, transfer or dispose of, any material assets other than in the ordinary
      course of business;

     

    (b)  Neither
      IPSI, QPSI nor any Subsidiary has acquired any material assets except in the
      ordinary course of business, nor acquired or merged with any other business;
      

     

    (c)  No
      material tangible asset or property owned, leased or licensed by IPSI, QPSI
      or
      any Subsidiary has been destroyed, damaged or otherwise lost (whether or not
      covered by insurance);

     

    (d)  Neither
      IPSI, QPSI nor any Subsidiary has increased the salary or other compensation
      payable or to become payable to any of its respective officers, directors,
      partners or employees or obligated itself to pay any bonus or other additional
      salary or compensation (including, without limitation, through any deferred
      compensation, severance, retirement, change of control, retention or similar
      agreement or arrangement) to any such person other than in the ordinary course
      of business and consistent with past practice; 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (e)  Neither
      IPSI, QPSI nor any Subsidiary has made any material change in any pricing,
      marketing, purchasing, tax or accounting practice, or made any material tax
      election or settled or compromised any material income tax
      liability;

     

    (f)  Neither
      IPSI nor QPSI has made any declaration, setting aside or payment of any dividend
      or other distribution with respect to any shares of its capital stock, or any
      repurchase, redemption or other acquisition of any outstanding shares of its
      capital stock or other securities;

     

    (g)  Neither
      IPSI, QPSI nor any Subsidiary has made any material loan, advance or capital
      contribution to or investment in any Person;

     

    (h)  Neither
      IPSI, QPSI nor any Subsidiary has amended, rescinded or terminated (and not
      renewed) any existing Material Contract or arrangement and no such Material
      Contract or arrangement has expired or terminated (and not been renewed) by
      its
      terms;

     

    (i)  Neither
      IPSI, QPSI nor any Subsidiary has settled or compromised any material Legal
      Proceeding; and

     

    (j)  Neither
      IPSI, QPSI nor any Subsidiary has entered into any commitment (contingent or
      otherwise) to do any of the foregoing.

     

    3.10.  Litigation.
      Except
      as set forth in Schedule
      3.10,
      (i)
      there are no Legal Proceedings by or before any Governmental Entity or
      arbitration tribunal pending, or to the Knowledge of IPSI or QPSI, threatened,
      against IPSI, QPSI or any Subsidiary, and (ii) no injunction, writ, temporary
      restraining order, decree or any order of any nature has been issued by any
      court or other Governmental Entity relating to IPSI, QPSI or any Subsidiary
      or
      seeking or purporting to enjoin or restrain the execution, delivery and
      performance by IPSI or QPSI of this Agreement or the consummation of the
      transactions contemplated hereby.

     

    3.11.  Compliance
      with Laws. 

     

    (a)  To
      the
      best of Sellers’ Knowledge, IPSI, QPSI and each Subsidiary conducts its business
      in material compliance with all applicable Laws. 

     

    (b)  IPSI,
      QPSI and each Subsidiary have all material Permits necessary for the conduct
      of
      their respective businesses as presently conducted, all of such Permits are
      valid and in full force and effect and the Companies and the Subsidiaries,
      as
      applicable, are in compliance with the terms of all of such Permits. Except
      as
      set forth in Schedule
      3.11(b),
      the
      consummation of the transactions contemplated by this Agreement will not result
      in the non-renewal, revocation or termination of any Permit. 

     

    3.12.  Material
      Contracts. 

     

    (a)  Set
      forth
      in Schedule
      3.12(a)
      is a
      list of the following agreements in effect on the date of this
      Agreement:

     

    (i)  each
      commitment or agreement (other than purchase orders and similar agreements
      entered into in the ordinary course of business) for the purchase of any
      materials, supplies, goods, products, services or equipment or licensing of
      rights that requires an annual expenditure by IPSI, QPSI and any Subsidiary
      of
      more than $100,000 that cannot be terminated on not more than ninety calendar
      days’ notice without payment of any penalty;

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (ii)  each
      personal property under which IPSI, QPSI or any Subsidiary is a lessee that
      requires annual payments of more than $100,000 that cannot be terminated on
      not
      more than ninety calendar days’ notice without payment of any
      penalty;

     

    (iii)  any
      partnership, joint venture or other similar agreement or arrangement to which
      IPSI, QPSI or any Subsidiary is a party;

     

    (iv)  any
      agreement relating to the merger or consolidation with, or acquisition or
      disposition of the securities or all or substantially all of the business or
      assets of, any other Person;

     

    (v)  any
      agreement relating to indebtedness for borrowed money (whether incurred,
      assumed, guaranteed or secured by any asset);

     

    (vi)  any
      agreement between any Seller or any controlled Affiliate of any Seller, on
      the
      one hand, and IPSI, QPSI or any Subsidiary, on the other hand; 

     

    (vii)  any
      employment, consulting, severance, retention and deferred compensation
      agreements involving IPSI, QPSI or any Subsidiary;

     

    (viii)  any
      agreement that limits in any material respect the freedom of IPSI, QPSI or
      any
      Subsidiary to compete in any line of business or with any Person or in any
      area;
      and

     

    (ix)  any
      other
      agreement that is material to the business of IPSI, QPSI or any
      Subsidiary.

     

    (b)  Except
      as
      set forth in Schedule
      3.12(b),
      (i)
      each Material Contract is a legal, valid and binding obligation of IPSI, QPSI
      or
      the Subsidiary party thereto, in full force and effect and enforceable against
      IPSI, QPSI or such Subsidiary in accordance with its terms, (ii) neither IPSI,
      QPSI nor any Subsidiary has received written notice, and has no reason to
      believe, that any Material Contract is not a legal, valid and binding obligation
      of the counterparty thereto, in full force and effect and enforceable against
      such counterparty in accordance with its terms, (iii) neither IPSI, QPSI nor
      any
      Subsidiary has received notice of any material default under any Material
      Contract, and (iv) neither IPSI, QPSI nor any Subsidiary has issued a notice
      to
      any counterparty to a Material Contract that such party is in default under
      any
      Material Contract. IPSI and QPSI have made available to Buyer accurate copies
      of
      the Material Contracts.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    3.13.  Intellectual
      Property. 

     

    (a)  Schedule
      3.13(a)
      sets
      forth a list of all U.S. and foreign patents, registrations and applications
      for
      Intellectual Property and all material unregistered Intellectual Property owned
      by IPSI, QPSI or any Subsidiary. IPSI, QPSI and the Subsidiaries own or have
      the
      right to use all of the Intellectual Property used in their respective
      businesses and all of the patents, registrations and applications listed on
      Schedule
      3.13(a)
      are
      unexpired and subsisting, and have not been abandoned or cancelled.

     

    (b)  
      IPSI,
      QPSI and each Subsidiary has taken all reasonable steps to maintain the
      confidentiality of all information that constitutes a material trade secret
      of
      IPSI, QPSI or any Subsidiary.

     

    (c)  Schedule
      3.13(c)
      sets
      forth a complete and accurate list of (i) all material agreements granting
      to
      IPSI, QPSI or any Subsidiary any material right under or with respect to any
      Intellectual Property owned by a third party that is used in connection with
      the
      business of (collectively, the “Inbound
      Licenses”),
      other
      than commercially available standard software applications and (ii) all material
      license agreements under which IPSI, QPSI or any Subsidiary has granted any
      rights under any Intellectual Property to any third party (collectively, the
      “Outbound
      Licenses”),
      other
      than non-exclusive licenses granted in the ordinary course of business in a
      standard form (which form has been provided to Buyer). No loss or expiration
      of
      any material Intellectual Property licensed to IPSI, QPSI or any Subsidiary
      under any Inbound License is pending or, to the Knowledge of IPSI, QPSI or
      any
      Subsidiary, reasonably foreseeable or threatened. There is no outstanding or,
      to
      the Knowledge of IPSI, QPSI or any Subsidiary, threatened dispute or
      disagreement with respect to any Inbound License or Outbound License. The
      consummation of the transactions contemplated by this Agreement will not result
      in the loss or impairment of, or give rise to any right of any third party
      to
      terminate or re-price or otherwise modify any of IPSI, QPSI or any Subsidiary’s
      rights or obligations under any Inbound License or any Outbound
      License.

     

    (d)  The
      Intellectual Property owned by IPSI, QPSI or any Subsidiary or licensed under
      any Inbound License constitutes all the material Intellectual Property rights
      necessary for the conduct of the businesses of IPSI, QPSI or any Subsidiary
      as
      each is currently conducted.

     

    (e)  None
      of
      the products or services distributed, sold or offered by IPSI, QPSI or any
      Subsidiary, nor any technology, content, materials or other Intellectual
      Property used, displayed, published, sold, distributed or otherwise commercially
      exploited by or for IPSI, QPSI or any Subsidiary materially infringes upon,
      misappropriates, or violates any Intellectual Property of any third party.
      Neither IPSI, QPSI nor any Subsidiary has received any written notice or claim
      asserting that any such infringement, misappropriation or violation is occurring
      or has occurred. To the Knowledge of IPSI, QPSI or any Subsidiary, no third
      party is misappropriating or infringing any material Intellectual Property
      owned
      by IPSI, QPSI or any Subsidiary.

     

    3.14.  Benefit
      Plans. 

     

    (a)  Schedule
      3.14(a)
      lists
      each material “employee
      benefit plan”
within
      the meaning of Section 3(3) of the Employee Retirement Income Security Act
      of
      1974, as amended (“ERISA”),
      and
      each material severance, change in control or employment plan, program or
      agreement, and vacation, incentive, bonus, stock option, stock purchase and
      restricted stock plan, program or policy sponsored or maintained by IPSI, QPSI
      or any Subsidiary for the benefit of current and former employees of IPSI,
      QPSI
      or any Subsidiary (each, a “Company
      Plan”).
      For
      purposes of this Agreement and for the avoidance of doubt, the term “Company
      Plan” shall include, but not limited to, the IPSI 401(k) Plan, the IPSI Pension
      Plan & Trust, the QPSI 401(k) Plan and the QPSI Pension Plan. Copies or
      descriptions of each Company Plan have been or will be furnished or made
      available to Buyer.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (b)  Except
      as
      set forth in Schedule
      3.14(b),
      each
      Company Plan is in compliance with ERISA, the Code and other applicable Laws
      and
      has been administered in all material respects in accordance with the terms
      of
      such plan and all applicable Laws. Each Company Plan that is intended to be
      qualified within the meaning of Section 401 of the Code has received a favorable
      determination letter as to its qualification, and to the Knowledge of IPSI,
      QPSI
      or any Subsidiary, nothing has occurred that could reasonably be expected to
      adversely affect such qualification.

     

    (c)  Except
      as
      set forth in Schedule
      3.14(c),
      no
      Legal Proceedings involving any Company Plan has occurred or, to the Knowledge
      of IPSI, QPSI or any Subsidiary, is threatened (other than routine claims for
      benefits by participants).

     

    (d)  Neither
      IPSI, QPSI nor any Subsidiary contributes to any “multiemployer
      plan”
(within
      the meaning of Section 3(37) of ERISA) or has incurred any withdrawal liability
      under any such multiemployer plan under Title IV of ERISA which remains
      unsatisfied.

     

    3.15.  Labor;
      Employees. 

     

    (a)  Except
      as
      set forth in Schedule
      3.15,
      IPSI
      and QPSI is neither a party to or bound by any collective bargaining or similar
      labor agreement, nor is one presently being negotiated, there are no existing
      or, to the Knowledge of IPSI or QPSI, threatened strikes, lockouts or other
      labor stoppages involving the employees of IPSI or QPSI, there is no union
      organization campaign being conducted with respect to employees of IPSI, QPSI
      or
      any Subsidiary, and there is no litigation relating to employment matters
      pending against IPSI, QPSI or any Subsidiary.

     

    (b)  Schedule
      3.15(b)
      sets
      forth a true and correct list of the name and current annual salary of each
      officer or employee of IPSI, QPSI or any Subsidiary whose annual base salary
      exceeds $100,000 and any other form of compensation (other than salary, bonuses
      or customary benefits) paid or payable by IPSI, QPSI or any Subsidiary to each
      such officer or employee for the current fiscal year.

     

    3.16.  Taxes.
      Except
      as set forth in Schedule
      3.16,
      (i) all
      Tax Returns required to be filed by IPSI, QPSI and any Subsidiary have been
      filed (except those under valid extension), (ii) all Taxes which were shown
      to
      be due on such Tax Returns have been paid (unless such Taxes are being contested
      in good faith), (iii) there is no Legal Proceeding or audit now pending against,
      or with respect to, IPSI, QPSI or any Subsidiary in respect of any Taxes or
      assessments, (iv) neither the IPSI, QPSI nor any Subsidiary has ever been a
      member of an affiliated group (other than a group the common parent of which
      is
      IPSI or QPSI filing a consolidated Return, (v) neither IPSI, QPSI nor any
      Subsidiary has any liability for Taxes of any Person arising from the
      application of Treasury Regulation Section 1.1502-6 or any analogous provision
      of state, local or foreign Law, or as a transferee or successor, by contract,
      or
      otherwise, (vi) neither IPSI, QPSI nor any Subsidiary is party to any Tax
      sharing agreement or any agreement that obligates it to make any payment
      computed by reference to the Taxes, taxable income or taxable losses of any
      other Person, (vii) all Taxes required to be withheld, collected or deposited
      by
      or with respect to IPSI, QPSI or any Subsidiary has been timely withheld,
      collected or deposited as the case may be, and to the extent required, have
      been
      paid to the relevant Tax Authority and (viii) there are no liens with respect
      to
      Taxes upon the assets of IPSI, QPSI or any Subsidiary except for statutory
      liens
      for Taxes not yet due and payable or liens for Taxes that are being contested
      in
      good faith.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    3.17.  Environmental
      Matters.
      Except
      as disclosed in Schedule
      3.17,
      (i) to
      the best of Sellers’ Knowledge, IPSI, QPSI and each Subsidiary complies with all
      applicable Laws protecting the quality of the ambient air, soil, surface water
      or groundwater or otherwise relating to pollution, contamination or protection
      of the environment and possesses and complies with all applicable Permits
      required under any such Laws to operate as it currently operates; and (ii)
      there
      are no Legal Proceedings pending or, to the Knowledge of IPSI, QPSI or any
      Subsidiary, threatened, that seek to enforce or impose liability under any
      such
      Law against IPSI, QPSI or any Subsidiary, or to revoke or modify any such Permit
      held by IPSI, QPSI or any Subsidiary. 

     

    3.18.  Real
      Property.
      Schedule
      3.18
      hereto
      sets forth a complete and correct list of all real property owned or leased
      by
      IPSI, QPSI or any Subsidiary, identifying in each case whether such property
      is
      owned or leased. Each Company has good title to, or a valid and binding
      leasehold interest in the real property owned by IPSI, QPSI or any Subsidiary,
      free and clear of all Encumbrances (other than Permitted Encumbrances). Each
      lease with respect to any real property leased by IPSI, QPSI or any Subsidiary
      (a “Lease”)
      is in
      full force and effect as of the date hereof and neither IPSI, QPSI nor any
      Subsidiary is in breach or default or has repudiated any provision of any Lease,
      and, to the Knowledge of IPSI, QPSI or any Subsidiary, neither has any
      counterparty to any Lease. No event has occurred which, with notice or lapse
      of
      time, would constitute a breach or default or permit termination, modification
      or acceleration under any Lease. There are no material disputes, oral
      agreements, or forbearance programs in effect as to any Lease. Neither IPSI,
      QPSI nor any Subsidiary has assigned, transferred, conveyed, subleased,
      mortgaged, deeded in trust or encumbered any interest in the leasehold
      interest. 

     

    3.19.  Personal
      Property.
      IPSI,
      QPSI or a Subsidiary owns or has a valid leasehold interest in all personal
      property used in its respective business and all such personal property is
      in
      working order, wear and tear excepted, and no material maintenance or
      replacement projects are required or scheduled for the next 12
      months.

     

    3.20.  Sufficiency
      of Assets.
      The
      assets of IPSI, QPSI and the Subsidiaries constitute all of the assets (whether
      real or personal, tangible or intangible) that are reasonably necessary for
      the
      continued conduct of the businesses of the IPSI, QPSI the Subsidiaries after
      the
      Closing in the same manner as presently conducted. All of such assets are either
      reflected on the Financial Statements or the Interim Financial Statements or
      were acquired since the Interim Financial Statement Date, except for inventories
      sold since such date in the ordinary course of business. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    3.21.  Insurance.
      Schedule
      3.21
      contains
      an accurate and complete description of all material policies of fire,
      liability, workers’ compensation, property, casualty and other forms of
      insurance owned or held by IPSI, QPSI or any Subsidiary. All such policies
      are
      in full force and effect, all premiums with respect thereto covering all periods
      up to and including the Closing Date will have been paid, and no notice of
      cancellation or termination has been received with respect to any such
      policy.

     

    3.22.  Suppliers
      and Customers.
      Neither
      IPSI, QPSI nor any Subsidiary has (i) received any written notice of, or has
      any
      reason to believe that there are, any outstanding or threatened disputes with
      any material supplier or customer that have not been resolved, or (ii) any
      reason to believe that there exist any reasonable grounds for any such dispute.
      No material supplier or customer has indicated in the last twelve months that
      it
      intends to stop, materially decrease the rate of, or materially change the
      terms
      on which it does business with IPSI, QPSI or any Subsidiary.

     

    3.23.  Bank
      Accounts; Authorized Signatories.
      Schedule
      3.23
      contains
      a complete and correct list of the names and locations of all banks in which
      IPSI, QPSI or any Subsidiary has a bank account, lock box, safe deposit box
      and
      a list of all persons authorized to withdraw funds from or otherwise take
      actions with respect thereto.

     

    3.24.  Brokers.
      Neither
      the Companies nor any Seller has employed any investment banker, broker or
      finder or incurred any liability for any investment banking fees, brokerage
      fees, agent’s commissions or finders’ fees in connection with the transactions
      contemplated by this Agreement for which Buyer, IPSI or QPSI has, will have
      or
      may have any liability.

     

    3.25.  Affiliate
      Transactions.
      Except
      for employment and consulting relationships and the payment of compensation
      and
      benefits in the ordinary course of business or as disclosed Schedules
      3.9
      or
      3.12(a),
      neither
      IPSI, QPSI nor any Subsidiary is a party to any material agreement or
      arrangement with any shareholder, officer, director or Affiliate of IPSI, QPSI
      or any Subsidiary.

    


    3.26.  Books
      and Records.
      The
      minutes of the meetings of IPSI, QPSI and the Subsidiaries’ shareholders, boards
      of directors and committees thereof and the written consents executed in lieu
      of
      the holding of a meeting contained in the minute books of IPSI, QPSI and the
      Subsidiaries delivered to Buyer are true and correct. 

    


    3.27.  Restrictions
      on Business Activities.
      Except
      as set forth on Schedule
      3.27,
      there
      is no agreement, judgment, injunction, order or decree binding upon IPSI, QPSI
      or any Subsidiary which has the effect of prohibiting or impairing any current
      business practice of the IPSI, QPSI or any Subsidiary, any acquisition of
      property by IPSI, QPSI or any Subsidiary or the conduct of business by IPSI,
      QPSI or any Subsidiary as currently conducted.

     

    3.28.  Certain
      Business Practices.
      Neither
      IPSI, QPSI nor any Subsidiary has: (a) used any funds for material unlawful
      contributions, gifts, entertainment or other unlawful payments relating to
      political activity; (b) made any material unlawful payment to any foreign or
      domestic government official or employee or to any foreign or domestic political
      party or campaign or violated any provision of the Foreign Corrupt Practices
      Act
      of 1977, as amended; (c) consummated any transaction, made any payment, entered
      into any agreement or arrangement or taken any other action in violation of
      Section 1128B(b) of the Social Security Act, as amended; or (d) made any other
      material unlawful payment.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    3.29.  Takeover
      Statutes.
      No
      applicable takeover statute or similar Law and no provision of the certificate
      of incorporation or bylaws, or other organizational document or governing
      instruments of IPSI or QPSI or any Contract to which IPSI or QPSI is a party
      (a)
      would or would purport to impose restrictions which might adversely affect
      or
      delay the consummation of the transactions contemplated by this Agreement or
      (b)
      as a result of the consummation of the transactions contemplated by this
      Agreement or the acquisition of Acquired Interest by Buyer (i) would or would
      purport to restrict or impair the ability of Buyer to vote or otherwise exercise
      the rights of a stockholder with respect to securities of IPSI or QPSI or (ii)
      would or would purport to entitle any Person to acquire securities of IPSI
      or
      QPSI.

     

    3.30.  Disclosure.
      Neither
      this Agreement (including the exhibits and schedules hereto) nor any certificate
      or statement provided or to be provided to Buyer by or on behalf of IPSI or
      QPSI
      pursuant hereto, taken together as a whole, contains or will contain any untrue
      statement of a material fact or omits or will omit to state a material fact
      necessary in order to make the statements contained herein or therein not
      misleading in light of the circumstances under which they were made or necessary
      to provide a prospective purchaser of IPSI or QPSI with all information material
      thereto.


     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES RELATING TO THE SELLERS

     

    Each
      Seller, severally and not jointly, hereby represents and warrants to Buyer
      as
      follows:

     

    4.1.  Authorization.
      The
      execution, delivery and performance by such Seller of this Agreement and the
      consummation by such Seller of the transactions contemplated hereby and thereby
      are within such Seller’s powers and have been duly authorized by all necessary
      action on the part of such Seller. This Agreement constitutes (assuming the
      due
      execution and delivery by each of the other parties hereto) the legal, valid
      and
      binding obligation of such Seller, enforceable against such Seller in accordance
      with its terms, subject to the effects of bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium and other Laws relating to or affecting
      creditors’ rights generally and general equitable principles (whether considered
      in a proceeding in equity or at Law). 

     

    4.2.  The
      Shares.
      Such
      Seller is the record and beneficial owner of the Shares to be sold by such
      Seller hereunder, free and clear of any Encumbrances and, upon transfer of
      the
      Shares to Buyer on the Closing Date in accordance with the terms of this
      Agreement, Buyer will receive good and valid title to the Shares, free and
      clear
      of any Encumbrances.

     

    4.3.  Consents
      and Filings.
      No
      Consent or Filing with, any Governmental Entity is required for or in connection
      with the execution and delivery of this Agreement by such Seller, and the
      consummation by such Seller of the transactions contemplated hereby. 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    4.4.  Noncontravention.
      The
      execution, delivery and performance of this Agreement by such Seller does not,
      and the consummation by such Seller of the transactions contemplated hereby
      will
      not, (i) contravene or violate any provision of the organizational documents
      of
      such Seller, or (ii) contravene or violate any provision of, or result in the
      termination or acceleration of, or entitle any party to accelerate any
      obligation or indebtedness under, or result in an adverse claim to the Shares
      held by such Seller pursuant to any mortgage, lease, franchise, license, permit,
      agreement, instrument, law, order, arbitration award, judgment or decree to
      which such Seller is a party or by which such Seller is bound. 

     

    4.5.  No
      Legal Proceedings.
      No
      Legal Proceedings are pending or threatened against such Seller relating to,
      or
      that could prevent or delay the consummation of, the transactions contemplated
      hereby.

     

    4.6.  Receipt
      of Buyer Common Stock for Seller’s Own Account.
      The
      Buyer Common Stock is being acquired for investment for such Seller’s own
      account, not as a nominee or agent, and not with a view to the sale or
      distribution of all or any part thereof in violation of federal or state
      securities laws.

     

    4.7.  Accredited
      Investor.
      Each
      Seller is an “accredited investor” as defined in Rule 501(a) under the
      Securities Act of 1933 (the “Securities Act”). Each Seller agrees to furnish any
      additional information requested to assure compliance with applicable federal
      and state securities laws in connection with the purchase of the Buyer Common
      Stock and sale of the Shares.

     

    4.8.  Disclosure
      of Information.
      Each
      Seller represents and warrants that (a) he or she has had an opportunity to
      discuss the Buyer’s business, management, financial affairs and is aware of the
      character, business acumen and general business and financial circumstances
      of
      Buyer; (b) has the requisite knowledge and experience to assess the relative
      merits and risks of a sale of the Shares and a purchase of the Buyer Common
      Stock; (c) has received and has carefully read and evaluated copies of all
      documents relevant to the sale and purchase contemplated by this Agreement;
      and
      (d) has had full opportunity to ask questions and receive answers concerning
      the
      historical business and operations of the Buyer, as well to evaluate the
      prospects, future financial condition and the likelihood of success of
      Buyer.

     

    4.9.  Restricted
      Securities.
      Each
      Seller is
      aware
      that the Buyer Common Stock is subject to significant restrictions on transfer
      and may not be freely sold. Such Seller represents that he or she (a) has liquid
      assets sufficient to assure that the purchase contemplated by this Agreement
      will cause no undue financial difficulties, (b) can afford the complete loss
      of
      his or her investment, and (c) can provide for current needs and possible
      contingencies without the need to sell or dispose of the Buyer Common
      Stock.

     

    4.10.  Legends.
      In
      addition to any legend placed on the certificates pursuant to any other
      agreement or arrangement among the parties, each certificate evidencing Buyer
      Common Stock shall bear the following legends (unless Buyer receives an
      acceptable opinion of counsel that any such legend is not required): 

     

    THE
      SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR
      QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND MAY
      NOT
      BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SAID ACT AND APPLICABLE STATE LAWS, OR AN EXEMPTION FROM THE
      REGISTRATION AND QUALIFICATION REQUIREMENTS THEREOF.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    Buyer
      hereby represents and warrants to the Companies and to the Sellers as
      follows:

     

    5.1.  Organization
      and Existence.
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      Laws of the State of Delaware and has all requisite power and authority to
      enter
      into this Agreement and to consummate the transactions contemplated
      hereby.

     

    5.2.  Authorization.
      The
      execution, delivery and performance by Buyer of this Agreement and the
      consummation by Buyer of the transactions contemplated hereby are within Buyer’s
      powers and have been duly authorized by all necessary action on the part of
      Buyer. This Agreement constitutes (assuming the due execution and delivery
      by
      each of the other parties hereto) the legal, valid and binding obligation of
      Buyer, enforceable against Buyer in accordance with their terms, subject to
      the
      effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and other similar Laws relating to or affecting creditors’ rights
      generally and general equitable principles (whether considered in a proceeding
      in equity or at Law).

     

    5.3.  Consents
      and Filings.
      No
      Consent of, or Filing with, any Governmental Entity by Buyer is required for
      or
      in connection with the execution and delivery of this Agreement and the
      consummation by Buyer of the transactions contemplated hereby.

     

    5.4.  Noncontravention.
      The
      execution, delivery and performance by Buyer of this Agreement does not, and
      the
      consummation by Buyer of the transactions contemplated hereby and thereby will
      not, (i) contravene or violate any provision of the organizational documents
      of
      Buyer, or (ii) contravene or violate any provision of, or result in the
      termination or acceleration of, or entitle any party to accelerate any
      obligation or indebtedness under, any mortgage, lease, franchise, license,
      permit, agreement, instrument, Law, order, arbitration award, judgment or decree
      to which Buyer is a party or by which Buyer is bound, except in the case of
      clause (ii) to the extent that any such events would not materially impair
      or
      materially delay the ability of Buyer to effect the Closing.

     

    5.5.  No
      Legal Proceedings.
      There
      are no Legal Proceedings pending against Buyer, and Buyer is not subject to
      any
      agreement, judgment, decree, injunction or order of any Governmental Entity
      which, individually or in the aggregate would, enjoin, rescind or materially
      delay the transactions contemplated by this Agreement or otherwise prevent
      Buyer
      from complying in all material respects with the terms and provisions hereof
      or
      thereof.

     

    5.6.  Valid
      Issuance of Buyer Common Stock.
      The
      Buyer Common Stock, when issued and delivered in accordance with the terms
      and
      for the consideration set forth in this Agreement, will be duly authorized,
      validly issued, fully paid and nonassessable. Assuming the accuracy of each
      Seller’s representations above, the Buyer Common Stock will be issued in
      compliance with applicable federal and state securities laws. None of the Buyer
      Common Stock to be issued to Sellers will be issued in violation of (i) any
      purchase option, right of first refusal, preemptive, subscription or similar
      rights under any provision of applicable Law, (ii) the organizational documents
      of Buyer; or (iii) any agreement to which Buyer is subject or by which it is
      bound. There are no outstanding warrants, options, rights, agreements,
      convertible or exchangeable securities or other commitments pursuant to which
      Buyer is or may become obligated to issue, sell, purchase, return or redeem
      the
      Buyer Common Stock to be issued to Sellers. There are no voting trusts or other
      similar agreements with respect to the voting of the Buyer Common
      Stock
      to be
      issued to Sellers.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    5.7.  Brokers.
      Neither
      Buyer nor any of Buyer’s directors, officers, employees or agents has employed
      any investment banker, broker or finder or incurred any liability for any
      investment banking fees, brokerage fees, commissions or finders’ fees or any
      other fees or commissions to investment bankers, brokers or finders in
      connection with the transactions contemplated by this Agreement for which any
      Seller, or, in the event the Closing does not occur, IPSI, QPSI or any
      Subsidiary, has, will have or may have any liability.

     

    5.8.  Disclosure.
      Neither
      this Agreement (including the exhibits and schedules hereto) nor any certificate
      or statement provided or to be provided to Sellers by or on behalf of Buyer
      pursuant hereto, taken together as a whole, contains or will contain any untrue
      statement of a material fact or omits or will omit to state a material fact
      necessary in order to make the statements contained herein or therein not
      misleading in light of the circumstances under which they were made or necessary
      to provide Sellers with all information material thereto.

     

    ARTICLE
      VI

    COVENANTS

     

    6.1.  Conduct
      of the Business.
      From
      the date hereof until the Closing Date, Sellers shall cause IPSI and QPSI,
      and
      shall cause each Subsidiary to (i) operate their respective businesses in the
      ordinary course in all material respects, (ii) promptly advise Buyer of any
      material adverse change in IPSI, QPSI or any Subsidiary that has occurred or
      that would reasonably be expected to occur, (iii) comply in all material
      respects with all Laws applicable to IPSI, QPSI and the Subsidiaries in the
      conduct of their respective businesses, (iv) use their reasonable efforts to
      maintain their respective assets and properties in operating condition in all
      material respects (ordinary wear and tear excepted), (v) use reasonable efforts
      to keep available the services of their respective officers and employees,
      (vi)
      perform all of their material obligations under the Material Contracts, and
      (vii) make all Filings and pay any fees necessary to maintain in good standing
      all Permits. From the date hereof until the Closing Date, Sellers shall not
      permit IPSI, QPSI or any Subsidiary to, do or take any action that would have
      been required to be disclosed on Schedule
      3.9
      if it
      had been taken prior to the date hereof. 

     

    6.2.  Access.
      From
      the date of this Agreement until the Closing, Sellers shall cause IPSI and
      QPSI
      to give Buyer and its lenders, financial sources and authorized representatives
      full access to the books and records of IPSI, QPSI and the Subsidiaries and
      shall furnish Buyer and its lenders, financial sources and authorized
      representatives with such financial and operating data and other information
      concerning IPSI, QPSI and the Subsidiaries as may reasonably be requested upon
      48 hours advance notice. Without limiting the generality of the foregoing,
      from
      the date of this Agreement to the Closing, to the extent permitted by applicable
      Law, Sellers shall inform Buyer of, and consult with Buyer concerning, all
      material transactions and decisions affecting the business of IPSI, QPSI and
      the
      Subsidiaries, with the understanding that management of IPSI and QPSI will
      have
      final decision making authority through the Closing Date. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    6.3.  Government
      Filings.
      Each of
      the Companies, Buyer and Sellers, agree to use its respective commercially
      reasonable efforts to (i) obtain any and all licenses, permits, consents,
      approvals, authorizations, qualifications and orders of federal, state, local
      and foreign Governmental Entities as are required in connection with the
      consummation of the transactions contemplated hereby; (ii) defend any lawsuits
      or other legal proceedings, whether judicial or administrative, whether brought
      derivatively or on behalf of third parties (including Governmental Entities
      or
      officials), challenging this Agreement or the consummation of the transactions
      contemplated hereby, and (iii) furnish to each other such information and
      assistance and to consult with respect to the terms of any registration, filing,
      application or undertaking as reasonably may be requested in connection with
      the
      foregoing.

     

    6.4.  Further
      Actions.
      Each
      Party shall use commercially reasonable efforts to take, or cause to be taken,
      all actions and to do, or cause to be done, all things necessary, proper or
      advisable under applicable Law to consummate and make effective the transactions
      contemplated by this Agreement. 

     

    6.5.  Tax
      Returns.
      IPSI
      and QPSI shall prepare or cause to be prepared and file or cause to be filed
      all
      Returns (including any amendments thereto) for each Company and the Subsidiaries
      for all Tax periods, whether ending on, prior to or after the Closing
      Date.

     

    6.6.  No
      Solicitation of Other Proposals. 

     

    (a)  From
      the
      date hereof until the earlier of the Closing or the termination of this
      Agreement in accordance with its terms, none of the Companies nor any Seller
      shall, authorize or permit any of their respective officers, directors,
      employees, representatives or agents (collectively, the “Company
      Representatives”)
      directly or indirectly to, (i) solicit, facilitate, initiate, encourage or
      take
      any action to solicit, facilitate, initiate or encourage, any inquiries or
      communications or the making of any proposal or offer that constitutes or may
      constitute an Acquisition Proposal or (ii) participate or engage in any
      discussions or negotiations with, or provide any information to or take any
      other action with the intent to facilitate the efforts of, any Person concerning
      any possible Acquisition Proposal or any inquiry or communication which might
      reasonably be expected to result in an Acquisition Proposal. For purposes of
      this Agreement, the term “Acquisition
      Proposal”
shall
      mean any inquiry, proposal or offer from any Person (other than Buyer or any
      of
      its Affiliates) relating to any merger, consolidation, recapitalization,
      liquidation or other direct or indirect business combination or reorganization,
      involving either Company or the issuance or acquisition of shares of capital
      stock or other securities of either Company or any tender or exchange offer
      that
      if consummated would result in any Person, together with all Affiliates thereof,
      beneficially owning shares of capital stock or other securities of either
      Company, or the sale, lease, exchange, license (whether exclusive or not),
      or
      other disposition of any significant portion of the business or other assets
      of
      either Company, or any other transaction, the consummation of which could
      reasonably be expected to impede, interfere with, prevent or materially delay
      the consummation of the transactions contemplated hereby or which would
      reasonably be expected to diminish significantly the benefits to Buyer or its
      Affiliates of the transactions contemplated hereby. Each Company shall
      immediately cease and cause to be terminated and shall cause all Company
      Representatives to immediately terminate and cause to be terminated all existing
      discussions or negotiations with any Persons conducted heretofore with respect
      to, or that could reasonably be expected to lead to, an Acquisition Proposal.
      The Companies shall promptly notify each Company Representative of its
      obligations under this Section
      6.6.
      Without
      limiting the foregoing, it is agreed that any violation of the restrictions
      set
      forth above by any Affiliate of either Company or any Company Representative,
      whether or not such Person is purporting to act on behalf of either Company,
      shall be deemed to be a breach of this Section
      6.6
      by the
      Companies. 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (b)  From
      the
      date hereof until the earlier of the Closing or the termination of this
      Agreement in accordance with its terms, neither the Board of Directors of either
      Company nor any committee thereof shall (i) approve or recommend, or propose
      to
      approve or recommend, any Acquisition Proposal other than the sale of the Shares
      to Buyer contemplated by this Agreement, (ii) subject to applicable Law,
      withdraw or modify or propose to withdraw or modify in a manner adverse to
      Buyer
      its approval or recommendation of the sale of the Shares to Buyer, this
      Agreement or the transactions contemplated hereby, (iii) upon a request by
      Buyer
      to reaffirm its approval or recommendation of this Agreement or the sale of
      the
      Shares to Buyer, fail to do so within two Business Days after such request
      is
      made, (iv) approve, enter or permit or cause either Company to enter, into
      any
      letter of intent, agreement in principle, acquisition agreement or other similar
      agreement related to any Acquisition Proposal or (v) resolve or announce its
      intention to do any of the foregoing.

     

    (c)  In
      addition to the other obligations of the Companies set forth in this Section
      6.6, each Company shall immediately advise Buyer orally and in writing of any
      Acquisition Proposal, any request for information with respect to any
      Acquisition Proposal, or any inquiry with respect to or which could result
      in an
      Acquisition Proposal, the material terms and conditions of such request,
      Acquisition Proposal or inquiry, and the identity of the Person making the
      same.

     

    6.7.  Noncompetition
      and Nonsolicitation. 

     

    (a)  Each
      of
      Wayne Byrd, Judy Toland and Dan Toland (the “Noncompete
      Parties”)
      acknowledge and agree that Buyer is relying on the covenants and agreements
      in
      this Section
      6.7
      as a
      material inducement to consummate the transactions contemplated by this
      Agreement and that Buyer would not enter into this Agreement or consummate
      the
      transactions contemplated hereby but for the agreements of each of the
      Noncompete Parties and Seller in this Section
      6.7. 

     

    (b)  Each
      of
      the Noncompete Parties agrees that from and after the date hereof, Buyer and/or
      its designees and other Affiliate(s), including the Companies, (collectively,
      the “Buyer
      Parties”)
      will
      be engaging in the business of the Companies as currently conducted and as
      it
      has been conducted during the two calendar years prior to the Closing (the
      “Business”)
      and
      that engagement by any of them or any of their respective Affiliates in the
      Business or the provision of products or services competitive with the Business
      or any of Buyer Parties by any of them would cause irreparable damage to Buyer
      Parties. For a time period of five calendar years following the Closing Date
      (provided,
      that
      the obligations hereunder of the Noncompete Parties shall be extended by adding
      to such term the length of time, if any, during which any of them and/or their
      respective Affiliates shall be or remain in violation of their obligations
      under
      this Section
      6.7),
      neither of the Noncompete Parties nor any of their respective Affiliates shall,
      without the prior written consent of Buyer, (i) engage within a 250 mile radius
      of the current locations in which the Business is conducted by the Companies
      (or
      has been conducted during the two calendar years prior to the Closing), directly
      or indirectly, alone or as an equity holder (other than as a holder of less
      than
      5% of the capital stock of any publicly traded corporation), partner, officer,
      director, employee, consultant, independent contractor, agent or otherwise
      in or
      with any business, entity or Person that is engaged or becomes engaged in the
      Business or otherwise competes with any of Buyer Parties in the Business within
      such 250 mile radius, (ii) divert, or in any way attempt to divert, any customer
      or prospect of the Business or Buyer Parties to any potential, current, past
      or
      prospective competitor of any of Buyer Parties, or (iii) solicit or encourage
      any officer, employee or consultant of any of Buyer Parties to leave their
      employ for employment by or with any of them or any of their respective
      Affiliates. 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (c)  If
      at any
      time the provisions of this Section
      6.7
      shall be
      determined to be invalid or unenforceable, by reason of being vague or
      unreasonable as to area, duration or scope of activity, then this
      Section
      6.7
      shall be
      considered divisible and shall become and be immediately amended to only such
      area, duration and scope of activity as shall be determined to be reasonable
      and
      enforceable by the court or other body having jurisdiction over the matter;
      and
      all of the parties hereto agree that this Section
      6.7
      as so
      amended shall be valid and binding as though any invalid or unenforceable
      provision had not been included herein.

     

    6.8.  Company
      Plans.
      Following Closing, the Sellers shall take all actions required in order to
      terminate any Company Plan, including, but not limited to the IPSI 401(k) Plan,
      the IPSI Pension Plan & Trust, the QPSI 401(k) Plan and the QPSI Pension
      Plan such that there shall be no liability of Buyer or any Company with respect
      to such Pension Plans following Closing.

     

    ARTICLE
      VII

    CONDITIONS
      TO CLOSING

     

    7.1.  Conditions
      Precedent to Buyer’s Obligations.
      The
      obligation of Buyer to consummate the Closing and the other transactions
      contemplated by this Agreement is expressly subject to the fulfillment or
      express written waiver of the following conditions on or prior to the Closing
      Date:

     

    (a)  Representations
      and Warranties True.
      Each of
      the representations and warranties contained in Article III and Article IV
      shall
      be true and correct in all material respects at and as of the Closing, except
      for those (x) representations and warranties that are qualified by materiality,
      which representations and warranties shall be true and correct in all respects,
      and (y) representations and warranties that expressly relates to an earlier
      date, in which case such representation and warranty shall be true and correct
      as of such earlier date.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (b)  Obligations
      Performed.
      IPSI,
      QPSI and each Seller shall have performed, on or before the Closing Date, all
      material obligations contained in this Agreement which by the terms hereof
      are
      required to be performed by it on or before the Closing Date.

     

    (c)  Compliance
      Certificate.
      Buyer
      shall have received the certificates signed by an officer of each of the
      Companies certifying as to the matters set forth in Sections and
      7.1(b)
      above.

     

    (d)  Required
      Consents and Approvals.
      All of
      the approvals, consents and licenses listed on Schedule
      7.1(d)
      shall
      have been obtained.

     

    (e)  No
      Injunction, Etc.
      There
      shall not be any order of any court or governmental agency restraining or
      invalidating the material transactions which are the subject of this
      Agreement.

     

    (f)  Deliverables.
      The
      Companies and the Sellers shall have delivered the items set forth in Section
      2.3(b).

     

    (g)  Employment
      Agreements.
      Each of
      the Sellers shall have executed and delivered Employment Agreements to
      Buyer.

     

    (h)  Legal
      Opinion.
      The
      Sellers shall have delivered to Buyer an opinion, dated the Closing Date, of
      Stein, Sperling, Bennett, De Jong, Driscoll & Greenfeig, P.C., counsel to
      the Sellers, addressing the matters set forth on Exhibit
      C
      attached
      hereto.

     

    (i)  Good
      Standing Certificates.
      Each
      Company shall have delivered to Buyer with respect to such Company, a
      certificate of good standing from the Secretary of State of its jurisdiction
      of
      incorporation and the Secretary of State or other appropriate authority of
      each
      jurisdiction in which it is qualified or licensed to do business. Each such
      certificate shall be dated no more than 10 Business Days prior to the Closing
      Date.

     

    (j)  No
      Material Adverse Effect.
      From
      and including the date hereof, there shall not have occurred any event and
      no
      circumstance shall exist which, alone or together with any one or more other
      events or circumstances has had, is having or would reasonably be expected
      to
      have a Material Adverse Effect. 

     

    (k)  Required
      Consents; Board of Directors and Shareholder Approval.
      The
      approval of the Agreement and the transactions contemplated herein by the Board
      of Directors and the shareholders of the Companies shall have been
      obtained.

     

    7.2.  Conditions
      Precedent to each Company’s and Seller’s Obligations.
      The
      obligation of each Company and each Seller to consummate this Agreement and
      the
      other transactions contemplated by this Agreement is expressly subject to the
      fulfillment or express written waiver of the following conditions on or prior
      to
      the Closing Date:

     

    (a)  Representations
      and Warranties True.
      Each of
      the representations and warranties of Buyer contained in Article V shall be
      true
      and correct in all material respects at and as of the Closing.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (d)  Deliverables.
      The
      Buyer shall have delivered the items set forth in Section 2.3(a).

     

    (e)  No
      Injunction, Etc.
      There
      shall not be any order of any court or governmental agency restraining or
      invalidating the material transactions which are the subject of this
      Agreement.

     

    (f) Lease.
      Buyer
      shall have delivered the Commercial Office Lease in the form attached hereto
      as
Exhibit
      D.

     

    ARTICLE
      VIII

    INDEMNIFICATION
      OBLIGATIONS

     

    8.1.  Survival.
      Each of
      the representations and warranties of the Parties contained in Articles III,
      IV,
      and V of this Agreement shall survive the Closing and not terminate until one
      year from the Closing Date, except that the representations and warranties
      set
      forth in Sections
      3.1,
      3.2,
      3.5,
      3.16,
      4.1,
      4.2,
      5.1,
      5.2, and 5.6 shall not terminate and shall survive indefinitely. Notwithstanding
      the foregoing, any representation or warranty in respect of which indemnity
      may
      be sought under Article VIII of this Agreement shall survive the time at which
      it would otherwise terminate pursuant to this Section
      8.1
      if
      written notice of a good faith claim for indemnification in respect of such
      representation or warranty shall have been duly given prior to such time, in
      which event such representation or warranty shall survive solely with respect
      to
      such claim until the final resolution thereof. The
      obligations of the Sellers and the Company under Article VI shall survive the
      Closing in accordance with their terms.

     

    8.2.  Sellers’
      Indemnification Obligations.
      From
      and after the Closing, the Sellers, jointly and severally, agree to indemnify
      and hold Buyer and its Affiliates, including the Companies, and their respective
      officers, directors and shareholders (the “Buyer
      Indemnified Parties”)
      harmless and shall reimburse Buyer Indemnified Parties by set-off against the
      Note and the Earn-Out Payments pursuant to Section
      2.5
      for any
      Damages incurred or suffered by Buyer Indemnified Parties arising out of any
      misrepresentation or breach of representation or warranty, covenant or agreement
      made or to be performed by any Seller (or the Companies) under this Agreement,
      including, without limitation, any Damages (or any other amount attributable
      to
      the Company Plans, including, any claimed contributions) incurred arising
      directly or indirectly from the Company Plans; provided, that any claims with
      respect to the Company Plans shall not be limited by the Note or Earn-Out
      Payments and Sellers may be personally liable for any payments due on account
      of
      the Company Plans. 

     

    8.3.  Buyer
      IPSI and QPSI Indemnification Obligations.
      From
      and after the Closing, the Buyer, IPSI, and QPSI, jointly and severally, agree
      to indemnify and hold harmless Sellers, and their respective heirs,
      representatives, successors, and assigns (the “Seller
      Indemnified Parties”)
      and
      shall reimburse Seller Indemnified Parties for any Damages incurred or suffered
      by Seller Indemnified Parties arising out of any misrepresentation or breach
      of
      representation or warranty, covenant or agreement made or to be performed by
      Buyer under this Agreement. 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    8.4.  Notice
      of Claim.
      If a
      claim is asserted against a Buyer Indemnified Party by a third party (a
“Third
      Party Claim”)
      that
      could reasonably be expected to give such Buyer Indemnified Party the right
      to
      be indemnified under this Article VIII, or if a Buyer Indemnified Party believes
      that it is entitled to indemnification under this Article VIII on the basis
      of a
      direct claim against such Buyer Indemnified Party under this Agreement (a
“Direct
      Claim”),
      then
      the Buyer Indemnified Party seeking indemnification hereunder shall give written
      notice thereof (a “Notice
      of Claim”)
      to the
      Seller (the “Indemnifying
      Party”)
      as
      promptly as is practicable from the date on which the Buyer Indemnified Party
      obtains knowledge of such claim, provided that a delay in notifying the
      Indemnifying Party shall not relieve the Indemnifying Party of its obligations
      under this Agreement except to the extent that (and only to the extent that)
      the
      Indemnifying Party is materially prejudiced by such delay. The Notice of Claims
      shall specify whether the claim is a Third Party Claim or a Direct Claim, and
      shall set forth in reasonable detail the grounds and the amount or estimated
      amount of the claim. 

     

    8.5.  Direct
      Claims.
      The
      Indemnifying Party shall have 20 Business Days from receipt of the Notice of
      Claim with respect to any Direct Claim to deliver to the Buyer Indemnified
      Party
      a written notice objecting to any item or amount set forth in the Notice of
      Claim (a “Direct
      Claim Counter Notice”).
      If no
      such objection if given in a timely manner, the Indemnifying Party shall be
      deemed to have consented and agreed to such item or amount. Should the Parties,
      within such 20 Business Days period (subject to any possible extensions agreed
      between them), agree, in whole or in part, upon the Indemnifying Party’s
      liability for Damages, the Indemnifying Party shall pay to the Buyer Indemnified
      Party the entire agreed upon amount of Damages.

     

    Third
      Party Claims.
      Upon
      receipt by the Indemnifying Party of a Notice of Claim with respect to a Third
      Party Claim, the Indemnifying Party shall have the right to assume the defense
      of such Third Party Claim with counsel reasonably satisfactory to the Buyer
      Indemnified Party and the Buyer Indemnified Party shall cooperate to the extent
      reasonably requested by the Indemnifying Party in defense or prosecution
      thereof, provided that the Buyer Indemnified Party is reimbursed by the
      Indemnifying Party for its costs in connection therewith. If the Indemnifying
      Party elects to assume the defense of such claim, the Buyer Indemnified Party
      shall have the right to employ its own counsel in any such case, but the fees
      and expenses of such counsel shall be at the expense of the Buyer Indemnified
      Party, unless there is, under applicable standards of conduct, a conflict on
      any
      significant issue between Indemnifying Party and the Buyer Indemnified Party,
      in
      which case the reasonable fees and expenses of one such counsel shall be at
      the
      expense of the Indemnifying Party. Unless and until the Indemnifying Party
      assumes the defense of a Third Party Claim, the Buyer Indemnified Party may
      defend against the Third Party Claim in any manner it may reasonably deem
      appropriate, the reasonable costs and expenses of which shall be borne by the
      Indemnifying Party. If the Indemnifying Party has assumed the defense of any
      claim against the Buyer Indemnified Party, the Indemnifying Party shall not
      settle such claim without the prior written consent of the Buyer Indemnified
      Party, which consent shall not be unreasonably withheld, delayed or conditioned.
      If the Indemnifying Party does not assume the defense of a Third Party Claim,
      but does not dispute the Buyer Indemnified Party’s right to indemnification by
      delivering to the Buyer Indemnified Party a written notice objecting to any
      item
      or amount set forth in the Notice of Claim (a “Third
      Party Claim Counter Notice”
and
      collectively with the Direct Claim Counter Notice, (a “Counter
      Notice”),
      the
      Indemnifying Party shall have the right to participate in the defense of such
      claim through counsel of its choice, at the Indemnifying Party’s expense, and
      the Buyer Indemnified Party shall not settle such claim without the prior
      written consent of the Indemnifying Party, which consent shall not be
      unreasonably withheld, delayed or conditioned.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      IX

    TERMINATION,
      AMENDMENT AND WAIVER

     

    9.1.  Termination.
      This
      Agreement may be terminated:

     

    (a)  at
      any
      time prior to the Closing Date by mutual written agreement of Buyer, IPSI and
      QPSI;

     

    (b)  by
      Sellers by written notice to Buyer if any event or circumstance occurs that
      makes it impossible to satisfy any condition precedent under Section
      7.2
      (unless
      the failure results primarily from any action or inaction of the Companies
      or
      any Seller in violation of the terms of this Agreement); 

     

    (c)  by
      Sellers, by written notice, if any of Buyer’s representations and warranties
      made in Article V were materially inaccurate when made or if Buyer is unable
      to
      pay the consideration for the Shares at the time that the Closing is otherwise
      required to occur;

     

    (d)  by
      Buyer
      by written notice to the Sellers if any event or circumstance occurs that makes
      it impossible to satisfy any condition precedent under Section
      7.1
      (unless
      the failure results primarily from any action or inaction of Buyer in violation
      of the terms of this Agreement); 

     

    (e)  by
      Buyer
      if any of the representations and warranties made in Article III or Article
      IV
      were materially inaccurate when made or if Buyer will not be able to obtain
      good
      title, free of all Encumbrances, to all of the Shares at the Closing;
      or

     

    (f) by
      either
      Party in the event Closing does not occur on or before October 1, 2007.


     

    9.2.  Effect
      of Termination.
      If this
      Agreement is terminated as permitted by Section
      9.1,
      such
      termination shall be without liability of any Party to the other Parties. This
      Section
      9.2
      and the
      provisions of Article X shall survive any termination hereof pursuant to
      Section
      9.1. 

     

    ARTICLE
      X

    MISCELLANEOUS

     

    10.1.  Expenses;
      Transfer Taxes.
      Except
      as otherwise provided in this Agreement, whether or not the Closing takes place,
      all costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the Party incurring such
      costs
      and expenses. For the avoidance of doubt, the Sellers, and not IPSI or QPSI,
      shall be responsible for any and all fees or other costs to any third party
      advisors to either Company or the Sellers incurred prior to the Closing.
      Notwithstanding any provision of this Agreement to the contrary, (i) any
      transfer, documentary, sales, use, registration and other such Taxes incurred
      in
      connection with the consummation of the transactions contemplated by this
      Agreement shall be borne equally by the Sellers, on the one hand, and Buyer,
      on
      the other hand; and (ii) Buyer will pay for the audit of the Companies’ 2006
      financial statements.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

       

    

    10.2.  Notices.
      All
      notices, requests and other communications hereunder shall be in writing and
      shall be sent, delivered or mailed, addressed or sent by
      telecopier:

     

    (a)  if
      to
      Buyer (or to any Company after the Closing), to:

     

    Fortress
      International Group, Inc.

    9841
      Broken Land Parkway, Suite 100

    Columbia,
      Maryland 21046

    Attention:
      Thomas P. Rosato

    Fax:
      410-312-9979

    


    with
      a
      copy to:

    


    Mintz
      Levin Cohn Ferris Glovsky & Popeo, P.C.

    666
      Third
      Avenue

    New
      York,
      New York 10017

    Attention:
      Kenneth R. Koch, Esq.

    Fax:
      212-983-3115

    


    (b)  if
      to the
      IPSI prior to the Closing, to:

     

    43670
      Trade Center Place, Unit 145

    Dulles,
      Virginia 20166

    Attention:
      Dan Toland

    Fax:
      703-996-8507

    


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

    


    Stein,
      Sperling, Bennett, De Jong, Driscoll, & Greenfeig, P.C.

    25
      West
      Middle Lane

    Rockville,
      Maryland 20850

    Attention:
      Karen N. Shapiro, Esq.

    Fax:
      301-354-8122

    


    (c)  if
      to the
      QPSI prior to the Closing, to:

     

    43670
      Trade Center Place, Unit 145

    Dulles,
      Virginia 20166

    Attention:
      Dan Toland

    Fax:
      703-996-8507

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


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

    


    Stein,
      Sperling, Bennett, De Jong, Driscoll, & Greenfeig, P.C.

    25
      West
      Middle Lane

    Rockville,
      Maryland 20850

    Attention:
      Karen N. Shapiro, Esq.

    Fax:
      301-354-8122

    


    (d)  if
      to a
      Seller, to the address set forth on such Seller’s signature page hereto.

     

    with
      a
      copy to:

    


    Stein,
      Sperling, Bennett, De Jong, Driscoll, & Greenfeig, P.C.

    25
      West
      Middle Lane

    Rockville,
      Maryland 20850

    Attention:
      Karen N. Shapiro, Esq.

    Fax:
      301-354-8122

    


    Each
      such
      notice, request or other communication shall be given (i) by mail (postage
      prepaid, registered or certified mail, return receipt requested), (ii) by hand
      delivery, (iii) by nationally recognized courier service or (iv) by telecopier,
      receipt confirmed (with a confirmation copy to be sent by first class mail;
      provided that the failure to send such confirmation copy shall not prevent
      such
      telecopier notice from being effective). Each such notice, request or
      communication shall be effective (i) if mailed, three calendar days after
      mailing at the address specified in this Section 10.2
      (or in
      accordance with the latest unrevoked written direction from such Party), (ii)
      if
      delivered by hand or by nationally recognized courier service, when delivered
      at
      the address specified in this Section
      10.2
      (or in
      accordance with the latest unrevoked written direction from the receiving Party)
      and (iii) if sent by telecopier, when such telecopy is transmitted to the fax
      number specified in this Section
      10.2
      (or in
      accordance with the latest unrevoked written direction from the receiving
      Party), and the appropriate confirmation is received.

     

    10.3.  Severability.
      The
      provisions of this Agreement shall be deemed severable and the invalidity or
      unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions hereof. If any provision of this
      Agreement, or the application thereof to any Person or any circumstance, is
      found to be invalid or unenforceable in any jurisdiction, (i) a suitable and
      equitable provision shall be substituted therefor in order to carry out, so
      far
      as may be valid or enforceable, such provision and (ii) the remainder of this
      Agreement and the application of such provision to other Persons or
      circumstances shall not be affected by such invalidity or unenforceability,
      nor
      shall such invalidity or unenforceability affect the validity or enforceability
      of such provision, or the application thereof, in any other
      jurisdiction.

     

    10.4.  Amendments
      and Waivers.
      This
      Agreement may not be amended, supplemented, modified or terminated except by
      an
      instrument in writing signed on behalf of Buyer, the Companies and Sellers.
      The
      Parties hereto may, by an instrument in writing signed on behalf of such Party,
      waive compliance by any other Party with any term or provision of this Agreement
      that such other Party was or is obligated to comply with or perform. No failure
      or delay by any Party in exercising any right, power or privilege hereunder
      shall operate as a waiver thereof nor shall any single or partial exercise
      thereof preclude any other or further exercise thereof or the exercise of any
      other right, power or privilege. No waiver of any of the provisions of this
      Agreement shall be deemed, or shall constitute, a waiver of any other provision
      of this Agreement, whether or not similar, nor shall such waiver constitute
      a
      continuing waiver unless otherwise expressly provided.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    10.5.  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which shall, taken together, be considered one
      and
      the same agreement. The execution of this Agreement by any of the Parties may
      be
      evidenced by way of a facsimile transmission of such Party’s signature, or a
      photocopy of such facsimile transmission, and such facsimile signature shall
      be
      deemed to constitute the original signature of such Party thereto.

     

    10.6.  Entire
      Agreement.
      This
      Agreement (together with the agreements, Schedules and certificates referred
      to
      herein or delivered pursuant hereto) constitutes the entire agreement and
      supersedes all prior agreements and understandings, both written and oral,
      among
      the parties with respect to the subject matter hereof.

     

    10.7.  No
      Third Party Beneficiaries.
      Except
      for the rights of the Buyer Indemnified Parties under Article VIII, this
      Agreement is intended solely for the benefit of the Parties hereto and is not
      intended to confer upon any other Person any rights or remedies.

     

    10.8.  Governing
      Law.
      This
      Agreement and all claims arising out of or relating to it shall be governed
      by
      and construed in accordance with the Laws of the State of Maryland, without
      regard to the conflicts of Laws rules thereof. 

     

    10.9.  Consent
      to Jurisdiction; Waiver of Jury Trial.
      Each of
      the parties hereto irrevocably submits to the exclusive jurisdiction of the
      United States District Court for the District of Maryland, for the purposes
      of
      any suit, action or other proceeding arising out of this Agreement or any
      transaction contemplated hereby. Each of the parties hereto further agrees
      that
      service of any process, summons, notice or document by U.S. certified mail
      to
      such Party’s respective address set forth in Section
      10.2
      shall be
      effective service of process for any Legal Proceeding in Maryland with respect
      to any matters to which it has submitted to jurisdiction as set forth above
      in
      the immediately preceding sentence. Each of the parties hereto irrevocably
      and
      unconditionally waives any objection to the laying of venue of any Legal
      Proceeding arising out of this Agreement or the transactions contemplated hereby
      in the United States District Court for the District of Maryland, and hereby
      further irrevocably and unconditionally waives and agrees not to plead or claim
      in any such court that any such Legal Proceeding brought in any such court
      has
      been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY
      IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    10.10.  Publicity.
      Subject
      to its legal obligations (including requirements of stock exchanges and other
      similar regulatory bodies), the Parties shall consult with each other with
      respect to the timing and content of all announcements regarding this Agreement
      or the transactions contemplated hereby and shall not make any such announcement
      without the prior written consent of the other, which consent will not be
      unreasonably withheld or delayed. The Parties shall use reasonable efforts
      to
      agree upon the text of any such announcement prior to its release; provided,
      however, that, to the extent that any announcement regarding this Agreement
      or
      the transactions contemplated hereby is made at any time, each Party may issue
      further announcements (including press releases, tombstones and similar
      announcements) without the consent of the other Party so long as such further
      announcements are consistent with, and not broader in scope than, the previously
      issued announcement.

     

    10.11.  Assignment.
      Neither
      this Agreement nor any of the rights or obligations hereunder shall be assigned
      by any of the Parties without the prior written consent of each of the other
      Parties, except that Buyer may (i) assign any of its rights under this Agreement
      to any one or more Affiliates, (ii) make a collateral assignment of any rights
      or benefits hereunder to any lender, or (iii) assign any or all of its rights,
      interests or obligations hereunder in connection with any sale of Buyer or
      the
      Companies of all or substantially all of the assets of Buyer or the Companies.
      Subject to the preceding sentence, this Agreement will be binding upon, inure
      to
      the benefit of and be enforceable by the Parties and their respective successors
      and permitted assigns. Any attempted assignment in violation of the terms of
      this Section
      10.11
      shall be
      null and void, ab initio.
      Assignment by any Party in accordance with the terms of this Section
      10.11
      shall
      not relieve the assignor of any liability.

     

    10.12.  Construction.
      The
      parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as of drafted jointly by the parties
      and no presumption of burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any of the provisions of this Agreement.
      References in this Agreement to any gender include references to all genders,
      and references to the singular include references to the plural and vice versa.
      The words “include”, “includes” and “including” when used in this Agreement
      shall be deemed to be followed by the phrase “without limitation”. Unless the
      context otherwise requires, references in this Agreement to Articles, Sections,
      Exhibits and Schedules shall be deemed references to Articles and Sections
      of,
      and Exhibits and Schedules to this Agreement. Unless the context otherwise
      requires, the words “hereof”, “hereby”, “hereunder” and “herein” and words of
      similar meaning when used in this Agreement refer to this Agreement in its
      entirety and not to any particular Article, Section or provision of this
      Agreement. All references in this Agreement to “dollars” and “$” are to United
      States dollars. Any definition of or reference to any Law, agreement, instrument
      or other document herein will be construed as referring to such Law, agreement,
      instrument or other document as from time to time amended, supplemented or
      otherwise modified. Any definition of or reference to any statute will be
      construed as referring also to any rules and regulations promulgated
      thereunder.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      as
      of the day and year first above written.

    
      	 	 	 	 
	FORTRESS
              INTERNATIONAL GROUP, INC. 	 	 	INNOVATIVE
              POWER
              SYSTEMS, INC.
	 	 	 	 
	By: /s/ Thomas P. Rosato	 	 	By: /s/ Keith Wayne Byrd
	
              
                

              
Name:  Thomas P. Rosato	 	 	
              
                

              
Name:  Keith Wayne Byrd
	
              
                

              

              Title:    Cheif
                Executive
                Officer

            	 	 	
              
                

              

              Title:   
President

            
	
              
                
 

            	 	 	
              
                
 

            
	 	 	 	 
	 	 	 	
              QUALITY
                POWER SYSTEMS, INC.

            
	 	 	 	 
	 	 	 	By: /s/ Daniel F. Toland
	 	 	 	
              
                

              

              Name:  Daniel F. Toland

            
	 	 	 	
              
                

              

              Title:   
President

            
	 	 	 	
              
                
 

            


    

     

    [Counterpart
      Signature pages of the Sellers follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Counterpart
      Signature Page to Stock Purchase Agreement for the Sellers]

     

    IN
      WITNESS WHEREOF, the undersigned Seller has caused this Stock Purchase Agreement
      to be executed as of the date first written above.

    
      	 	 	 	 
	SELLER:	 	 	
            
	 	 	 	 
	
                   
                Daniel Toland

            	 	 	 
	
              

              Print
                or Type Name of Seller (must match stock certificate)  

            	
            
	 	 	 	 
	/s/ Daniel F. Toland	 	 	 
	
              

              Signature
                of Seller or Authorized Signatory  

            	
            
	 	 	 	 
	      Daniel F.
              Toland	 	 	 
	
              

              Print
                or Type Name and Title of Authorized Signatory

            	 
	 	 	 	 
	 	 	 	 
	
              Number
                of Shares of IPSI
                Held:           
                100                           
                

              


              Number
                of Shares of QPSI
                Held:             200                           
                

              


              Notice
                Address:

            	 
	 	 	 	 
	     
              46891 Eaton Terrace, #101	 	 	 
	
              

              Street
                Address

            	 	 	 
	 	 	 	 
	     
              Sterling, VA 20164	 	 	 
	
              
                
City    State    Zip
                Code

            	 	 	 
	 	 	 	 
	
              Telecopy
                No.: (     
                )                            

            	 
	 	 	 	 
	
              Taxpayer
                Identification Number:        
                ###-##-####             

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      [Counterpart
        Signature Page to Stock Purchase Agreement for the Sellers]

       

      IN
        WITNESS WHEREOF, the undersigned Seller has caused this Stock Purchase Agreement
        to be executed as of the date first written above.

      
        	 	 	 	 
	SELLER:	 	 	
              
	 	 	 	 
	
                     
Judy
                  R.
                  Toland

              	 	 	 
	
                

                Print
                  or Type Name of Seller (must match stock certificate)  

              	
              
	 	 	 	 
	/s/ Judy R. Toland	 	 	 
	
                

                Signature
                  of Seller or Authorized Signatory  

              	
              
	 	 	 	 
	      Judy R.
                Toland	 	 	 
	
                

                Print
                  or Type Name and Title of Authorized Signatory

              	 
	 	 	 	 
	 	 	 	 
	
                Number
                  of Shares of IPSI
                  Held:                 
                  0                           
                  

                


                Number
                  of Shares of QPSI
                  Held:             600                           
                  

                


                Notice
                  Address:

              	 
	 	 	 	 
	     
                46891 Eaton Terrace, #101	 	 	 
	
                

                Street
                  Address

              	 	 	 
	 	 	 	 
	     
                Sterling, VA 20164	 	 	 
	
                
                  
City    State    Zip
                  Code

              	 	 	 
	 	 	 	 
	
                Telecopy
                  No.: (     
                  )                            

              	 
	 	 	 	 
	
                Taxpayer
                  Identification
                  Number:        ###-##-####             

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    [Counterpart
      Signature Page to Stock Purchase Agreement for the Sellers]

     

    IN
      WITNESS WHEREOF, the undersigned Seller has caused this Stock Purchase Agreement
      to be executed as of the date first written above.

    
      	 	 	 	 
	SELLER:	 	 	
            
	 	 	 	 
	
                   
Keith
                W.
                Byrd

            	 	 	 
	
              

              Print
                or Type Name of Seller (must match stock certificate)  

            	
            
	 	 	 	 
	/s/ Keith W. Byrd	 	 	 
	
              

              Signature
                of Seller or Authorized Signatory  

            	
            
	 	 	 	 
	      Keith W.
              Byrd	 	 	 
	
              

              Print
                or Type Name and Title of Authorized Signatory

            	 
	 	 	 	 
	 	 	 	 
	
              Number
                of Shares of IPSI
                Held:           
                 
                200                           
                

              


              Number
                of Shares of QPSI
                Held:             100                           
                

              


              Notice
                Address:

            	 
	 	 	 	 
	     
              P. O. Box 105	 	 	 
	
              

              Street
                Address

            	 	 	 
	 	 	 	 
	     
              Orlean, VA 20128	 	 	 
	
              
                
City    State    Zip
                Code

            	 	 	 
	 	 	 	 
	
              Telecopy
                No.: (     
                )                            

            	 
	 	 	 	 
	
              Taxpayer
                Identification Number:        
                ###-##-####