Common use of Adjustment Procedure Clause in Contracts

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as Arcelor shall prepare financial statements (“Closing Financial Statements”) of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable Group Members as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“and for the period from January 1, 2007 through the Closing Working Capital Statement”) of Company Date on the same basis and applying the same accounting principles, policies and practices that were used in preparing such audited consolidated financial statements as of December 31, 2006 and for the year then ended. The Closing Financial Statements so prepared shall include a balance sheet entry for Taxes (other than value-added taxes) payable by the Group Members (net of expected refunds) at the Closing Date, including a computation of which entry shall not include or reflect any amount attributable to any deferred Tax asset or deferred Tax liability (the Working Capital as of the Closing Date. Buyer will deliver “Accrued Tax Liability”). (ii) Arcelor shall then determine the Closing Working Capital Statement based upon the Closing Financial Statements and using the same methodology that was used to Parent within calculate the Required Working Capital. Arcelor shall then determine the Adjustment Amount based upon the Closing Working Capital, the Required Working Capital and the Accrued Tax Liability. Arcelor shall deliver the Closing Financial Statements and its determination of the Adjustment Amount to Noble not later than sixty (60) consecutive days after the Closing Date. The Working Capital Noble shall be deemed accepted cause the Group Members to furnish to Arcelor such other documents and conclusive and binding, unless Parent shall give written notice to Buyer of the items information as Arcelor may reasonably request in connection with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent Arcelor’s preparation of the Closing Working Capital Statement Financial Statements and Arcelor’s determination of the Adjustment Amount. (or iii) If, thirty days after delivery of the due date thereof if Closing Financial Statements and the determination of the Adjustment Amount, Noble has not so delivered). The Disagreement Notice given Arcelor written notice of objection to such determination (which notice shall specify each item disagreed with by Parent (or Parentstate the basis of Noble’s calculation thereofobjection), then the dollar amount Adjustment Amount as determined by Arcelor shall be binding and conclusive on the parties. (iv) If Noble gives Arcelor timely notice of the disagreement. Buyer objection, however, and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith if Arcelor and Noble fail to resolve any such disagreements the issues outstanding with respect to the Closing Working Capital Statement Financial Statements and Working Capital calculationthe determination of the Adjustment Amount by the thirtieth day after Arcelor’s receipt of Noble’s objection notice, then Arcelor and Noble shall submit the issues remaining in dispute to PricewaterhouseCoopers LLP, independent public accountants (the “Neutral Accountants”), for resolution applying the principles, policies and practices referred to in subsection (i) of this Section. If at issues are submitted to the end of Neutral Accountants for resolution, then (a) Arcelor and Noble shall furnish or cause to be furnished to the Neutral Accountants such twenty work papers and other documents and information relating to the disputed issues as the Neutral Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Neutral Accountants any material relating to the disputed issues and to discuss the issues with the Neutral Accountants; (20b) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing the determination by the partiesNeutral Accountants, the “Unaffiliated Firm”) to resolve the matters as set forth in a notice to be delivered to both Arcelor and Noble not later than sixty days after the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as date of submission to the Closing Working Capital Statement as promptly as possible after its engagement by Neutral Accountants of the partiesissues remaining in dispute, but in any event shall be final, binding and conclusive on the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect Capital; and (c) Arcelor and Noble will each bear fifty percent of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end fees and costs of the month in which Neutral Accountants for making such payment is received, without interestdetermination.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and Seller shall prepare financial statements (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable including a combined balance sheet as of the Closing Date shall be deemed to be $0. and a combined statement of operations from January 2, 2005 through the Closing Date) (b) Buyer will prepare (or cause to be prepared) a working capital statement (“the "Closing Working Capital Statement”Date Financial Statements") of Company the Companies and their Subsidiaries as of the Closing Date, including a computation of Date in accordance with GAAP consistently applied with the Financial Statements. Seller shall then determine (A) the Actual Payment Amount and the Working Capital as of the Closing DateDate (the "Closing Date Working Capital") based upon the Closing Date Financial Statements and (B) the Average Working Capital based on the financial statements of the Companies and their Subsidiaries prepared in accordance with GAAP consistently applied with the Financial Statements for each of the 12 most recently completed four or five-week fiscal periods prior to the Closing Date for which internally prepared financial statements of the Companies and their Subsidiaries prepared in accordance with GAAP consistently applied with the Financial Statements are available (the "Monthly Statements"). Buyer will Seller shall deliver the Closing Date Financial Statements, the Monthly Statements and its determination of the Actual Payment Amount, the Average Working Capital Statement and the Closing Date Working Capital (which shall include a description in reasonable detail of the components and amounts thereof) to Parent Purchaser within thirty (30) days following the Closing Date. (ii) If within thirty (30) days following delivery of the Closing Date Financial Statements, the Monthly Statements and the calculation of the Actual Payment Amount, the Average Working Capital and the Closing Date Working Capital, Purchaser has not given Seller written notice of its objection as to the Actual Payment Amount, the Average Working Capital and/or the Closing Date Working Capital calculation (which notice shall state in reasonable detail the basis of Purchaser's objection), then the Actual Payment Amount, the Average Working Capital and Closing Date Working Capital calculated by Seller shall be binding and conclusive on the parties and be used in computing the Estimated Payment Adjustment Amount and the WC Adjustment Amount, respectively. (iii) If Purchaser duly gives Seller such notice of objection, and if Seller and Purchaser fail to resolve the issues outstanding with respect to the Closing Date Financial Statements and the calculation of the Actual Payment Amount, the Average Working Capital and/or the Closing Date Working Capital within thirty (30) days of Seller's receipt of Purchaser's objection notice, Seller and Purchaser shall submit the issues remaining in dispute to Deloitte & Touche LLP, independent public accountants (the "Accountants"), for resolution in accordance with the terms of the Agreement and in compliance with GAAP consistently applied with the Financial Statements. If issues are submitted to the Accountants for resolution, (i) Seller and Purchaser shall furnish or cause to be furnished to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Accountants any material relating to the disputed issues and to discuss the issues with the Accountants; (ii) the determination by the Accountants, as set forth in a notice to be delivered to both Seller and Purchaser within sixty (60) consecutive days after of the submission to the Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Actual Payment Amount, the Average Working Capital and/or the Closing Date. The Date Working Capital shall be deemed accepted and conclusive and bindingCapital, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, applicable; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer Seller and Parent a report of its review Purchaser will each bear fifty percent (50%) of the items in the Disagreement Notice as promptly as practicable fees and shall include in such report its determination costs of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerAccountants for such determination. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior to ClosingWithin seven (7) days before the Closing Date, Company has caused to be prepared and delivered TMS shall deliver to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of written statement (ithe "Closing Statement") setting forth the Working Capital as of Closing Current Net Asset Value and the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment AmountWork In Process, if any, (and the “Estimated Closing Working Capital Statement”)Balance Sheet. As required by Section 2.2 of this Agreement, The Closing Balance Sheet and the cash portion of the Purchase Price to Closing Statement will be paid prepared in accordance with the following procedures and rules: (i) The Closing Balance Sheet and Closing Statement shall be in a format substantially the same as the format of the Balance Sheet and Interim Balance Sheet, including the spreadsheets and formulas provided to Buyer and Parent electronically prior to the Effective Date. (ii) Except as necessary to reflect the adjustments described in Section 2.4(b)(i) of this Agreement will 2.8 above, the Closing Balance Sheet and Closing Statement shall (xi) be decreased by prepared from the estimated Adjustment Amount if books and records of TMS, (ii) present fairly the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes financial condition of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable TMS as of the Closing Date shall Effective Time, (iii) be deemed prepared in accordance with GAAP consistently with the accounting principles historically used by TMS to be $0.prepare the audited financial statements of TMS (other than footnotes); and (b) Buyer will prepare If within three (or cause to be prepared3) a working capital statement (“Closing Working Capital Statement”) of Company as days following delivery of the Closing DateStatement Buyer has not given TMS written notice of its objection to such statement (which notice shall state the basis of Buyer's objection), including a computation then the Closing Current Net Asset Value set forth in the Closing Statement shall be binding and conclusive on the parties and be used in computing the Current Net Asset Adjustment. (c) If Buyer duly gives TMS such notice of the Working Capital as objection prior to three (3) days following delivery of the Closing Date. Buyer will deliver Balance Sheet and the Closing Working Capital Statement to Parent within sixty Statement, and if TMS and Buyer fail (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer despite good faith negotiations by each of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20TMS) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements the issues outstanding with respect to the Closing Working Capital Statement within two (2) days of TMS's receipt of Buyer's objection notice, TMS and Working Capital calculation. If at Buyer shall submit the end of such twenty (20) consecutive days, Buyer and Parent have been unable issues remaining in dispute to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP Grant Thornton (or such other Person otxxx xxxxxxxxxxt accounting firm mutually agreed to in writing by the partiesparties if Grant Thornton will not accxxx xxx xxsignment) (the "Independent Accountants") for resolution applying GAAP pursuant to Section 2.9(a) above. If issues are submitted to the Independent Accountants for resolution, (i) TMS and Buyer shall immediately furnish or cause to be furnished to the “Unaffiliated Firm”Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents; (ii) to resolve the matters determination by the Independent Accountants, as set forth in a notice to be delivered to both TMS and Buyer within two (2) days of the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as submission to the Closing Working Capital Statement as promptly as possible after its engagement by Independent Accountants of the partiesissues remaining in dispute, but in any event shall be final, binding and conclusive on the parties and shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items be used in the Disagreement Notice which remain unresolved between Buyer and Parent, calculation of the Closing Current Net Asset Value; and (iii) the party against whom the Independent Accountants renders its decision shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review bear all of the items in the Disagreement Notice as promptly as practicable fees and shall include in such report its determination costs of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerIndependent Accountants for such determination. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior to Within ninety (90) days after the Closing, Company has caused Buyer shall prepare and deliver to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of the Stockholders’ Representative (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, a certificate (the “Estimated Closing Working Capital StatementCertificate”). As required by Section 2.2 of this Agreement, the cash portion ) setting forth Buyer’s calculation of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company Merger Consideration as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent an itemized statement of the Closing Working Capital Statement and (or ii) a balance sheet of the due Acquired Companies as of the Closing Date reflecting Buyer’s calculation of each of the components of the Merger Consideration (the “Closing Balance Sheet”), which shall be prepared in accordance with GAAP applied on a basis consistent with and used in preparing the Historical Financial Statements. (b) The Stockholders’ Representative shall have thirty (30) days from the date thereof if not so deliveredon which the Closing Certificate and Closing Balance Sheet has been delivered to it to raise any objection(s) to the Closing Certificate and the Closing Balance Sheet, by delivery of written notice to Buyer setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Disagreement Notice In the event that the Stockholders’ Representative shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve not deliver any such disagreements objection(s) with respect to the Closing Working Capital Statement Certificate and Working Capital calculationthe Closing Balance Sheet within such 30-day period, then the Closing Certificate and the Closing Balance Sheet shall be deemed final for purposes of this Section 2.10 and this Agreement. If at In the end of event that any such twenty (20objection(s) consecutive daysare so delivered, the Closing Certificate and the Closing Balance Sheet shall be deemed not final and Buyer and Parent have been the Stockholders’ Representative shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve their disagreementsall of the Disputed Items within 30 days of delivery of such notice, either Buyer or Parent may engageshall, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP within five (5) Business Days thereafter (or such other Person earlier date as mutually agreed to in writing by agreed), submit the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as Disputed Items related to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specifiedIndependent Accounting Firm. The Unaffiliated Buyer, the Surviving Corporation and the Stockholders’ Representative shall provide to the Independent Accounting Firm shall submit all work papers and back-up materials relating to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable Disputed Items related to Buyer than reflected in the Closing Working Capital Statementreasonably requested by the Independent Accounting Firm to the extent available to the Surviving Corporation or its Representatives, Buyer or its Representatives or the Stockholders’ Representative or its Representatives. Buyer and the Stockholders’ Representative shall be afforded an opportunity to present to the Independent Accounting Firm any material related to the Disputed Items related to the Closing Working Capital and to discuss the issues with the Independent Accounting Firm. The Independent Accounting Firm will (i) resolve only the outstanding Disputed Items related to the Closing Working Capital and may not assign a value greater than the greatest value claimed for any item by either party or smaller than the smallest value claimed for any item by either party, and no more favorable to Parent than reflected (ii) re-calculate the Merger Consideration as of the Closing Date using the calculations set forth in the Disagreement NoticeClosing Certificate, as modified only by (A) the Independent Accounting Firm’s resolution of the outstanding Disputed Items and/or (B) the written agreement of Buyer and the Stockholders’ Representative. The determinations so made determination by the Unaffiliated Firm Independent Accounting Firm, as set forth in a notice to be delivered to Buyer and the Stockholders’ Representative within thirty (30) days after the submission of the Disputed Items related to the Closing Working Capital to the Independent Accounting Firm, shall be conclusivefinal, binding on, and non-appealable byconclusive on Buyer, the parties heretoStockholders’ Representative and all Securityholders. The fees fees, costs and disbursements expenses of the Unaffiliated Independent Accounting Firm shall will be borne one half by Parent the party whose positions generally did not prevail in such determination, as determined by such Independent Accounting Firm, or if the Independent Accounting Firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and one half expenses will be borne 50% by the Stockholders’ Representative (payable solely out of the Representative Fund) and 50% by Buyer. (c) The parties hereto agree that for purposes of determining and comparing At such time as the Closing Certificate and the Closing Balance Sheet shall become final in accordance with Section 2.10(b), the Merger Consideration determined in accordance with the final Closing Certificate (the “Final Merger Consideration”) shall be compared to the Estimated Merger Consideration. If the Estimated Merger Consideration is greater than the Final Merger Consideration, the Securityholders shall pay to Buyer an amount equal to such excess (the “Adjusted Working Capital StatementDeficiency”). Any payment to be made by the Securityholders pursuant to this Section 2.10(c) shall be made, as within five (5) Business Days from the date that the Closing Certificate and the Closing Balance Sheet are finally determined pursuant to this Section 2.6(b2.10, first by release of such amount from the Escrow Fund, second, if necessary, from the Representative Fund, and, third, if necessary, from the Securityholders (other than the holders of Dissenting Shares). If the Final Merger Consideration is greater than the Estimated Merger Consideration, the amount by which the Final Merger Consideration is greater than the Estimated Merger Consideration shall be referred to as the “Adjusted Working Capital Surplus”. Buyer shall pay to the Exchange Agent, for distribution to the Securityholders (other than former holders of Company Vested Options who are employees of any of the Acquired Companies at the time of such payment and holders of Dissenting Shares), the portion of the Adjusted Working Capital Surplus payable to such Securityholders (net of any applicable Tax withholding amounts as contemplated by Section 2.14) within five (5) Business Days from the date that the Closing Certificate is finally determined pursuant to this Section 2.10. At such time, Buyer also shall make available to the Surviving Corporation the portion of the Adjusted Working Capital Surplus payable to the former holders of Company Vested Options who are employees of any of the Acquired Companies at the time of such payment and the Surviving Corporation shall make the payments to such former holders in accordance with the Estimated Closing Working Capital Statementterms of this Agreement, an exchange ratio net of US $0.5443 per UK £1 shall be used and that there will be no changes as any applicable Tax withholding amounts contemplated by Section 2.14, via a result of fluctuations regular or special payroll run, in the exchange rateaccordance with its regular payroll practices. (d) Within ten (10) Business Days From and after the Working Capital calculation becomes delivery of the Closing Certificate, the Stockholders’ Representative and its accountants, lawyers and representatives will be given full access at all reasonable times to (and shall be allowed to make copies of) the books and records of the Surviving Corporation and its Subsidiaries and to any personnel of the Surviving Corporation or any Subsidiaries reasonably requested by such persons, in each case solely in connection with their review of Buyer calculations and determination of the final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available fundsMerger Consideration or any dispute relating thereto. (e) For purposes of calculating If, for any reason, Buyer fails to deliver the Closing Certificate within the time period required by Section 2.10(a), the Estimated Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included set forth in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October Estimated Closing Certificate delivered by the Company in to Buyer prior to the approximate net amount Closing shall be considered for all purposes of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) this Agreement to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation Buyer’s calculation of the Closing Working Capital Statement. Buyer agrees to cause in Buyer’s “Closing Certificate” and the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects Stockholders’ Representative shall have all of its other accounts receivables. If the Company receives any payments rights under this Section 2.10 with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestcertificate.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer shall prepare a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of Closing Balance Sheet (i“Closing Balance Sheet”) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable Business as of the Closing Date applying the Agreed Accounting Principles. Buyer shall be deemed then determine the Net Asset Value as of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (45) days following the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be $0accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheet. (b) Buyer will prepare For purposes of the Closing Balance Sheet, no earlier than sixty (or cause 60) days prior to be prepared) the Closing Date, Parent shall conduct a working capital statement (“Closing Working Capital Statement”) physical inventory of Company the Inventory and shall perform the related physical inventory reconciliation as to the Inventory as of the Closing Date, including based on a computation of full physical count (the Working Capital as “Closing Physical Inventory Count”). Buyer and each party’s independent auditors and other Representatives shall have the right to observe the Closing Physical Inventory Count taken by Parent pursuant to the preceding sentence. The Closing Physical Inventory Count taken in accordance with this Section 2.11(b) shall be the sole physical inventory count used in the preparation of the Closing Date. Balance Sheet, and neither Buyer will deliver nor Sellers (nor the Independent Accountants to the extent hereinafter provided for) shall be required to, and none of them shall, except as provided below in connection with a dispute as to inventory reconciliation, use any physical inventory count other than the Closing Working Capital Statement Physical Inventory Count for purposes of preparing the Closing Balance Sheet (or in the case of the Independent Accountants for resolving any dispute with respect thereto). The parties agree that any dispute between the parties arising in the course of the physical inventory count shall be resolved by the parties, acting in good faith, immediately upon the dispute arising, including, to Parent within sixty (60) consecutive days the extent necessary, asking the senior Representatives of each party present to review the dispute and resolve it by reasonable means taken in good faith. Any dispute between the parties arising in connection with the physical inventory reconciliation contemplated above shall likewise be resolved, to the extent reasonably possible, at the time of the reconciliation activities in the same manner as with respect to resolving a dispute in the physical inventory count as provided above. Should, however, such efforts not result in a resolution of such dispute as to inventory reconciliation, then, as soon after the Closing Date. The Working Capital failure of such resolution as to inventory reconciliation as is practicable, there shall be deemed accepted undertaken a physical inventory recount as to the inventory affected by the dispute as to which the foregoing procedures for dispute resolution shall be applied. Either party may, at its sole expense, ask the Independent Accountants to observe any such physical inventory recount following an inventory reconciliation dispute, which Independent Accountants shall thereafter, if they so observe such physical inventory recount, have complete and conclusive and binding, unless Parent shall give written notice final authority to Buyer resolve finally any dispute arising by reason of the items with which Parent disagrees physical recount or the reconciliation following thereafter. (“Disagreement Notice”c) If within twenty thirty (2030) consecutive days after the receipt by Parent following delivery of the Closing Working Capital Statement Balance Sheet and the Closing Net Asset Value calculation Sellers have not given Buyer written notice of their objection as to the Closing Net Asset Value calculation (or which notice shall state the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereofbasis of Sellers’ objection), then the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt Closing Net Asset Value calculated by Buyer shall be binding and conclusive on the parties and be used in computing the Adjustment Amount. (d) If Sellers duly give Buyer such notice of the Disagreement Noticeobjection, negotiate in good faith and if Sellers and Buyer fail to resolve any such disagreements the issues outstanding with respect to the Closing Working Capital Statement Balance Sheet and Working Capital calculationthe calculation of the Closing Net Asset Value within thirty (30) days of Buyer’s receipt of Sellers’ objection notice, Sellers and Buyer shall submit the issues remaining in dispute to the Independent Accountants, for resolution applying the Agreed Accounting Principles. If at issues are submitted to the end of Independent Accountants for resolution, (i) Sellers and Buyer shall furnish or cause to be furnished to the Independent Accountants such twenty work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (20ii) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing the determination by the partiesIndependent Accountants, the “Unaffiliated Firm”) to resolve the matters as set forth in a reasonably detailed notice to be delivered to both Parent and Buyer within forty-five (45) days of the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as submission to the Closing Working Capital Statement as promptly as possible after its engagement by Independent Accountants of the partiesissues remaining in dispute, but in any event shall be final, binding and conclusive on the parties and shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items be used in the Disagreement Notice which remain unresolved between Buyer and Parent, calculation of the Closing Net Asset Value; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Sellers and Buyer and Parent a report of its review will each bear fifty percent (50%) of the items in the Disagreement Notice as promptly as practicable fees and shall include in such report its determination costs of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in Independent Accountants for such determination. In connection with the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements retention of the Unaffiliated Firm shall be borne one half by Parent Independent Accountants, Sellers and one half by Buyer. (c) The parties hereto Buyer agree that they will enter into a customary engagement agreement therewith, including appropriate provision for purposes joint and several indemnity of determining such Independent Accountants as to their services and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rateconclusions. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior to Closing, Company has caused Sellers will prepare or cause to be prepared and delivered to Buyer a certificate signed by Company’s chief consolidated financial officer containing a calculation statements ("Closing Financial Statements") of Company’s estimation of (i) the Working Capital Company as of the Effective Date in accordance with GAAP for the period from the date of the Balance Sheet through the close of Company’s business on the day immediately preceding before the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Effective Date, including a computation of the Working Capital Net Book Value as of the Closing Effective Date. Buyer The fees and expenses of Sellers (including the fees and expenses of Sellers' counsel, accountants, brokers, representatives and other agents), to the extent paid or to be paid by Company as permitted hereunder, shall be reflected either as a reduction in cash or as a liability in the Closing Financial Statements, and no fees or expenses of Sellers shall be paid by the Company after the Closing that are not reflected as liabilities on the Closing Financial Statements. Sellers will deliver the Closing Working Capital Statement Financial Statements to Parent Buyer within sixty (60) consecutive 30 days after the Closing Effective Date. The Working Capital shall If within 30 days following Buyer's receipt of the Closing Financial Statements, Buyer has not given Sellers' Representative notice of its objection to the Closing Financial Statements (such notice must contain a statement of the basis of Buyer's objection), then the Net Book Value reflected in the Closing Financial Statements will be deemed accepted used in computing the Adjustment Amount. If Buyer gives such notice of objection and conclusive Buyer and bindingthe Seller's Representative cannot agree with regard to such objection within 14 days thereafter, unless Parent shall give written notice then the issues in dispute will be submitted to nationally recognized certified public accountants mutually agreed upon by the parties (which have not been engaged by either party or their Subsidiaries for at least two years prior to the date of delivery to Buyer of the items with which Parent disagrees Closing Financial Statements) (“Disagreement Notice”the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) within twenty fifteen (2015) consecutive business days after request, each party will furnish to the receipt by Parent of Accountants such work papers and other documents and information relating to the Closing Working Capital Statement disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereofits independent public accountants), and will be afforded the dollar amount of opportunity to present to and discuss with the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve Accountants any such disagreements with respect material relating to the Closing Working Capital Statement and Working Capital calculation. If at dispute prior to the end of such twenty Accountants' determination; (20ii) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing the determination by the partiesAccountants, the “Unaffiliated Firm”) to resolve the matters as set forth in a notice delivered to Buyer and the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement Seller's Representative by the partiesAccountants, but in any event the parties shall direct the Unaffiliated Firm to complete its findings will be binding and report within twenty (20) consecutive days after its engagement, (ii) thereby consider conclusive on Buyer and resolve only those items all Sellers in the Disagreement Notice which remain unresolved between Buyer and Parent, absence of manifest error; and (iii) shall otherwise employ Buyer and Sellers will each bear 50% of the fees of the Accountants for such procedures as itdetermination unless all issues are resolved against either Buyer or Sellers, in it sole which event the Accountants may, in their discretion, deems necessary or appropriate in award arbitration expenses, including the circumstances with regard Accountants' fees, and counsel fees to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of prevailing party. (b) By the items in tenth business day following the Disagreement Notice as promptly as practicable and shall include in such report its final determination of the Working CapitalAdjustment Amount, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price (after consideration of the Adjustment Amount) is greater than the payment made pursuant to Section 2.6(a2.4(b)(i) and (B) 2.4(b)(ii), Buyer will pay the difference to Sellers, and if the Working Capital Purchase Price (after consideration of the Adjustment Amount) is positiveless than such amount, Buyer shall Sellers will pay such Adjustment Amount the difference to Parent Buyer. All payments will be made together with interest at the publicly announced prime rate charged by wire transfer Fleet Bank beginning on the Effective Date and ending on the date of payment. Payments must be made in immediately available funds. (e) For purposes of calculating Working Capital and . The Purchase Price shall be the Purchase Price as adjusted by the Adjustment Amount pursuant Amount. Payments to this Sellers must be made in the manner set forth in Section 2.6, the following items shall not 2.4(b)(i). Payments to Buyer must be included made by wire transfer to such bank account as Buyer will specify. Any good faith dispute in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision Adjustment Amount will not constitute a breach of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal any of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below)representations or warranties of either Buyer or Sellers hereunder and will not give either party any right to indemnification hereunder. (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior Sellers will prepare and will cause , the Company's certified public accountants, to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief audit consolidated financial officer containing a calculation of Company’s estimation of statements (i"Closing Financial Statements") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) and for the period from the date of Company as of the Balance Sheet through the Closing Date, including a computation of the Working Capital consolidated stockholders' equity as of the Closing Date. Buyer Sellers will deliver the Closing Working Capital Statement Financial Statements to Parent Buyer within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) If within twenty (20) consecutive thirty days after the receipt by Parent following delivery of the Closing Working Capital Statement (or the due date thereof if Financial Statements, Buyer has not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount given Sellers notice of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect its objection to the Closing Working Capital Statement and Working Capital calculation. If at the end of Financial Statements (such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent notice must contain a report of its review statement of the items in basis of Buyer's objection), then the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than consolidated stockholders' equity reflected in the Closing Working Capital StatementFinancial Statements will be used in computing the Adjustment Amount. If Xxxxx gives such no xxxx of objection, and no more favorable to Parent than reflected then the issues in dispute will be submitted to (b) On the Disagreement Notice. The determinations so made by tenth business day following the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements final determination of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital StatementAdjustment Amount, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price is greater than the aggregate of the payments made pursuant to Section 2.6(aSections 2.4(b)(i) and (B2.4(b)(iii) and the aggregate principal amount of the Promissory Notes, Buyer will pay the difference to Sellers, and if the Working Capital Purchase Price is positiveless than such aggregate amount, Buyer shall Sellers will pay such Adjustment Amount the difference to Parent by wire transfer Buyer. All payments will be made together with interest at % compounded daily beginning on the Closing Date and ending on the date of payment. Payments must be made in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant . Payments to this Section 2.6, the following items shall not Sellers must be included made in the calculation of current assets: (i) Fees to manner and will be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company allocated in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) proportions set forth in Section 2.4(b)(i). Payments to Buyer must be returned made by wire transfer to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (such bank account as defined below)Buyer will specify. (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior to ClosingSeller shall, with the cooperation of Buyer and the Company, prepare a balance sheet of the Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the ClosingClosing Date (the "CLOSING BALANCE SHEET"), it being understood that the Closing Balance Sheet shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as (i) the execution and delivery of the Transaction Documents, (ii) the Adjustment Amount, if anycapital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(c), (iii) the “Estimated Closing Working Capital Statement”)indebtedness evidenced by the Promissory Note and (iv) the Intercompany Debt. As required by Section 2.2 of this AgreementIn addition, the cash portion of the Purchase Price Closing Balance Sheet shall not reflect (x) interest claimed to be paid owed by the Company to Xxxxxx Circulation Company or (y) disputes and unreconciled balances with the National Distributors. The Closing Balance Sheet shall be prepared in accordance with Section 2.4(b)(i) of this Agreement will (x) Company GAAP. The Closing Balance Sheet shall include all year-end adjustments that would be decreased by the estimated Adjustment Amount included and made if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if Closing Balance Sheet had been prepared at a fiscal year end. Seller shall deliver the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as Balance Sheet, together with Seller's written calculation of the Closing Date shall be deemed Net Worth (the "NET WORTH CALCULATION"), to be $0Buyer within ninety (90) days following the Closing Date. (b) Buyer will prepare If within thirty (or cause to be prepared30) a working capital statement (“Closing Working Capital Statement”) of Company as days following delivery of the Closing Date, including a computation Balance Sheet and the Net Worth Calculation Buyer has not given Seller written notice of the Working Capital its objection as of to any amounts set forth on the Closing Date. Buyer will deliver Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the general basis of Buyer's objection), then the Closing Working Capital Statement to Parent within sixty (60) consecutive days after Balance Sheet and the Closing Date. The Working Capital Net Worth Calculation as prepared by Seller shall be deemed accepted final, binding and conclusive on the parties and bindingused to compute the Adjustment Amount. Seller shall retain, unless Parent shall give written and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof objection, and if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith Seller fail to resolve any such disagreements the issues outstanding with respect to the Closing Working Capital Statement and Working Capital calculation. If at Balance Sheet and/or the end Net Worth Calculation within thirty (30) days of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreementsSeller's receipt of Buyer's objection notice, either Buyer or Parent Seller may engageelect to submit the issues remaining in dispute to the Atlanta, on behalf Georgia office of Buyer and ParentPricewaterhouseCoopers, Xxxxx Xxxxxxxx LLP (LLC, independent public accountants, or if that firm declines such other Person engagement, another independent certified public accounting firm mutually agreed to in writing by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the “Unaffiliated Firm”) to resolve "INDEPENDENT ACCOUNTANTS"), for resolution applying the matters principles, policies and practices set forth in the Disagreement NoticeSection 2.6(a). The Unaffiliated Firm shall (i) resolve the disagreement as If issues are submitted to the Closing Working Capital Statement as promptly as possible after its engagement by the partiesIndependent Accountants for resolution, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assetsthen: (i) Fees Buyer and Seller shall execute any agreements required by the Independent Accountants to be paid to the Company by Xxxxxxxxx 3G UK Limited accept their engagement pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000this Section 2.6(c); (ii) Any amount of unreceived rent (approximately £37,000) Buyer and Seller, each at its own expense, shall promptly furnish or cause to be returned furnished to the Company upon renewal Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the lease date of the determination notice sent by Picochip, a subtenant in the Company offices located in Bath, EnglandIndependent Accountants; and (iiiiv) The T-Mobile Receivable Buyer and Seller shall each bear fifty percent (as defined below). (f50%) The parties acknowledge of the fees and agree costs of the Independent Accountants for such determination; provided, however, that the receivable associated with engagement agreements referred to in subpart (i) above may require the T-Mobile Bought Team October Services parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the approximate event Buyer or Seller pays to the Independent Accountants any amount in excess of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation 50% of the Estimated Closing Working Capital Statement fees and shall be excluded from costs of their engagement, the preparation of the Closing Working Capital Statement. Buyer other party agrees to cause reimburse the Company other, as applicable, to use commercially reasonable efforts the extent required to collect equalize the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments made by Buyer and Seller with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect fees and costs of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestIndependent Accountants.

Adjustment Procedure. (a) Prior to ClosingOn the Closing Date, Company has caused to be prepared the Seller will prepare a statement of the Company’s actual Inventory and delivered Other Current Assets Amount as of the Inventory Date (the “Inventory and Other Current Assets Amount Statement”) in accordance with Section 1.8 hereto. Seller will deliver the Inventory and Other Current Assets Amount Statement to Buyer on the Closing Date. The parties will conduct a certificate signed by mutual physical count of the Company’s chief financial officer containing Inventory on Saturday, November 29, 2008. If within 30 days following delivery of the Inventory and Other Current Assets Amount Statement, Buyer has not given Seller notice of its objection to the Inventory and Other Current Assets Amount Statement (such notice must contain a calculation statement of Companythe basis of Buyer’s estimation objection), then the Inventory and Other Current Assets Amount reflected in the Inventory and Other Current Assets Amount Statement will be used in computing the Adjustment Amount. If Buyer gives such notice of objection, then the parties shall promptly meet (in any event within five days of the notice of dispute) and attempt in good faith to resolve such dispute. All reasonable requests for information by one party to the other shall be honored. If the matter has not been resolved within 72 hours of the beginning of Buyer and Seller’s meeting, issues in dispute will be submitted to the Tampa office of Ernst & Young, LLP Certified Public Accountants (the “Accountants”), for resolution. Accountants shall resolve such dispute as quickly as possible, but in any event within five business days of its receipt thereof. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Working Capital Accountants such workpapers and other documents and information relating to the disputed issues as of the close of Company’s business on the day immediately preceding the ClosingAccountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Seller will each bear 50% of the fees of the Accountants for such determination. (b) On the tenth business day following the final determination of the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation the aggregate of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed payments made pursuant to be $0. (bSections 1.4(b)(i) and 1.4(b)(ii), Buyer will prepare (or cause pay the difference to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of Seller, and if the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof)Purchase Price is less than such aggregate amount, the dollar amount of the disagreement. Buyer and Parent shallEscrow Agent, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from of the Purchase Price pursuant Escrowed Funds, and Seller will pay the difference to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall Buyer. Seller’s obligation to pay such Adjustment Amount difference shall in no way be limited to Parent by wire transfer the then current balance of such Escrowed Funds. Payments must be made in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant . Payments to this Section 2.6, the following items shall not Seller must be included in the calculation of current assets: (i) Fees to be paid made by wire transfer to the Company by Xxxxxxxxx 3G UK Limited pursuant bank account specified in Part 1.4(b)(i) of the Disclosure Letter. Payments to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October Buyer must be made by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) Escrow Agent and/or Seller, as applicable, by wire transfer to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (such bank account as defined below)Buyer will specify. (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior Within sixty (60) days after the Closing Date, Buyer shall cause the Companies to Closing, Company has caused prepare and deliver to be prepared and delivered to Buyer Sellers’ Representative a certificate signed by Company’s chief financial officer containing a calculation statement evidencing its determination of Company’s estimation of (i) the actual Adjusted Net Working Capital as of (the close of Company’s business on the day immediately preceding the Closing“Working Capital Closing Statement”) and, and (ii) based thereon, the Adjustment Amount, if any, (the “Estimated Closing which Working Capital Statement”). As required by Section 2.2 of this AgreementClosing Statement shall be prepared, and the cash portion of Adjusted Net Working Capital determined, on a basis consistent with the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Closing Statement and in accordance with the Remaining Inter-Company Receivable as Working Capital Methodology. Sellers’ Representative may object to the determination by Buyer of the Adjustment Amount by delivery of a written statement of objections (stating the basis of the objections with reasonable specificity) to Buyer within thirty (30) days following delivery to Sellers’ Representative of such Working Capital Closing Date Statement but only on the basis that the amounts reflected therein were not arrived at in accordance with this Agreement or resulted from a mistake of fact or other inaccuracy. If Sellers’ Representative makes such objection, then Buyer and Sellers’ Representative shall seek in good faith to resolve all disagreements set forth in such written statement of objections within twenty (20) days following the delivery thereof to Buyer. If Sellers’ Representative does not make such objection within such 30-day period, such Working Capital Closing Statement and, based thereon, the Adjustment Amount shall be deemed to be $0considered final and binding upon the parties. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of If the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, Adjustment Amount as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assetsis: (i) Fees less than the Estimated Adjustment Amount, then, within five (5) business days of final determination of the Adjustment Amount, each Seller shall pay or cause to be paid to Buyer such Seller’s Pro Rata Percentage of the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000;such short fall, by wire transfer of immediately available funds to such bank account of Buyer as Buyer shall specify to Sellers’ Representative in writing; provided, however, that, to the extent Bxxxxxxx then retains any Holdback Amount, Bxxxxxxx shall, to the extent of the applicable funds, satisfy each such Seller’s (other than CODI and Norwest) allocable portion of such short fall therefrom; or (ii) Any amount greater than the Estimated Adjustment Amount, then, within five (5) business days of unreceived rent (approximately £37,000) to be returned to the Company upon renewal final determination of the lease by PicochipAdjustment Amount, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to each Seller such Seller’s Pro Rata Percentage of the amount Company received of such excess, in respect immediately available funds, by wire transfer to such bank account or accounts of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month such Seller as Sellers’ Representative shall specify to Buyer in which such payment is received, without interestwriting.

Adjustment Procedure. (a) Prior to ClosingSeller shall, with the cooperation of Buyer and the Company, prepare a balance sheet of the Acquired Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on May 8, 2005 (the day immediately preceding "CLOSING BALANCE SHEET"), together with the related statement of income or loss for the period from the date of the Interim Balance Sheet through the close of business on May 8, 2005 (collectively with the Closing Balance Sheet, the "CLOSING FINANCIAL STATEMENTS"), it being understood that the Closing Financial Statements shall not reflect any payments made or to be made or liabilities that arise on account of or related to the consummation of the Contemplated Transactions, such as the execution and delivery of the Transaction Documents, the capital contribution and corresponding payment of the Intercompany Debt pursuant to Section 2.4(e) and the obligation to pay any severance to any employees of the Company who Buyer elects not to have the continue as employees of the Company following the Closing. The Closing Financial Statements shall be prepared first in a manner consistent with the methodology set forth on Exhibit 2.6, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid second in accordance with Section 2.4(b)(i) of this Agreement will Company GAAP (x) it being acknowledged that, where alternatives or conflicts exist, the Closing Financial Statements shall be decreased by prepared first in a manner consistent with the estimated Adjustment Amount methodology set forth on Exhibit 2.6, and second in accordance with Company GAAP). The Closing Financial Statements shall include all year-end adjustments that would be included and made if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if Closing Financial Statements had been prepared at a fiscal year end. Seller shall deliver the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as Financial Statements, together with Seller's written calculation of the Closing Date shall be deemed Net Worth (the "NET WORTH CALCULATION"), to be $0Buyer within ninety (90) days following the Closing Date. (b) Buyer will prepare If within thirty (or cause to be prepared30) a working capital statement (“Closing Working Capital Statement”) of Company as days following delivery of the Closing Date, including a computation Financial Statements and the Net Worth Calculation Buyer has not given Seller written notice of the Working Capital its objection as of to any amounts set forth on the Closing Date. Buyer will deliver Balance Sheet or the calculations set forth in the Net Worth Calculation (which notice shall state the basis of Buyer's objection), then the Closing Working Capital Statement to Parent within sixty (60) consecutive days after Balance Sheet and the Closing Date. The Working Capital Net Worth Calculation as prepared by Seller shall be deemed accepted final, binding and conclusive on the parties and bindingused to compute the Adjustment Amount. Seller shall retain, unless Parent shall give written and cause its accountants and other agents to retain, all such work papers and other documentation and information for a period of at least two (2) years from the date the same is created. (c) If Buyer duly gives Seller such notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof objection, and if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith Seller fail to resolve any such disagreements the issues outstanding with respect to the Closing Working Capital Statement and Working Capital calculation. If at Balance Sheet and/or the end Net Worth Calculation within thirty (30) days of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreementsSeller's receipt of Buyer's objection notice, either Buyer or Parent Seller may engageelect to submit the issues remaining in dispute to Grant Thornton LLP, on behalf of Buyer and Parentindependent public accountants, Xxxxx Xxxxxxxx LLP (or such other Person if that fixx xxxxxxxx xxxx engagement, another independent certified public accounting firm mutually agreed to in writing by the parties, in each case utilizing partners that have not represented and have no relationship with either party (the “Unaffiliated Firm”) to resolve "INDEPENDENT ACCOUNTANTS"), for resolution applying the matters principles, policies and practices set forth in the Disagreement NoticeSection 2.6(a). The Unaffiliated Firm shall (i) resolve the disagreement as If issues are submitted to the Closing Working Capital Statement as promptly as possible after its engagement by the partiesIndependent Accountants for resolution, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assetsthen: (i) Fees Buyer and Seller shall execute any agreements required by the Independent Accountants to be paid to the Company by Xxxxxxxxx 3G UK Limited accept their engagement pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000this Section 2.6(c); (ii) Any amount of unreceived rent (approximately £37,000) Buyer and Seller shall promptly furnish or cause to be returned furnished to the Company upon renewal Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other agents, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any written material relating to the disputed issues; (iii) the determination by the Independent Accountants, as set forth in a written notice to be delivered by the Independent Accountants to both Buyer and Seller, shall be final, binding and conclusive on the parties and shall be used by Buyer to prepare the final Closing Balance Sheet and the Net Worth Calculation, which shall become binding on the parties as of the lease date of the determination notice sent by Picochip, a subtenant in the Company offices located in Bath, EnglandIndependent Accountants; and (iiiiv) The T-Mobile Receivable Buyer and Seller shall each bear fifty percent (as defined below). (f50%) The parties acknowledge of the fees and agree costs of the Independent Accountants for such determination; provided, however, that the receivable associated with engagement agreements referred to in subpart (i) above may require the T-Mobile Bought Team October Services parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the approximate event Buyer or Seller pays to the Independent Accountants any amount in excess of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation 50% of the Estimated Closing Working Capital Statement fees and shall be excluded from costs of their engagement, the preparation of the Closing Working Capital Statement. Buyer other party agrees to cause reimburse the Company other, as applicable, to use commercially reasonable efforts the extent required to collect equalize the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments made by Buyer and Seller with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect fees and costs of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestIndependent Accountants.

Adjustment Procedure. (a) Prior Seller Shareholder shall prepare the Closing Financial Statement (as defined below) and shall cause Ernst & Young, LLP to Closingundertake a balance sheet audit (the "Balance Sheet Audit") with respect to the Retail Store Business and the Meat Processing Business as of the Closing Date and compute the Net Working Capital of Sellers as of the Closing Date with respect to the Retail Store Business and the Meat Processing Business and the adjustment, Company has caused if any, to be prepared the Purchase Price required by Section 1.4, and delivered Ernst & Young LLP shall, and Seller Shareholder shall cause Ernst & Young, LLP to, deliver to Buyer Parties, within forty-five (45) days of the Closing Date, a certificate signed detailed written statement with reasonable supporting documentation (the "Closing Financial Statement") reflecting the result of its audit. Buyers and Sellers shall have access to, and will have the opportunity to present to Ernst & Young, LLP any material relating to, the Closing Financial Statement, and to discuss the audit of the Closing Financial Statement with Ernst & Young, LLP. The parties agree that with respect to the audit contemplated by Company’s chief financial officer containing a calculation this Agreement and by Section 1.4(a) of Company’s estimation of the Share Purchase Agreement, (i) the Working Capital as Seller Shareholder's cost shall not exceed, in the aggregate, Thirty Five Thousand Dollars ($35,000) and that any amount in excess of $35,000 shall be the close obligation of Company’s business on the day immediately preceding the ClosingBuyers, and (ii) the Adjustment AmountSeller Shareholder shall cause Ernst & Young LLP to limit the scope of such audit upon receiving a reasonable written request from Buyers setting forth the scope of such restrictions within five (5) days of Ernst & Young LLP commencing such audit. For the avoidance of doubt, if any, other than (A) the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion adjustment of the Purchase Price to be paid reflect changes in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments Preliminary Net Working Capital pursuant to Section 2.6(b)1.4 and (B) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation claims for breaches of the Estimated Closing Working Capital Statement representations and warranties contained in this Agreement that require the Remaining Inter-Company Receivable as Seller Parties to indemnify Buyers pursuant to Article X , the Balance Sheet Audit shall have no effect on any adjustment to the Purchase Price. If within thirty (30) days following delivery of the Closing Date Financial Statement Buyer Parties have not given Seller Shareholder notice of their objection to the Closing Financial Statement (which notice must contain a reasonable statement of the basis of the objection), then the Closing Financial Statement shall be deemed to be $0the "Final Closing Financial Statement" and the Net Working Capital amount set forth therein shall be deemed to be the "Final Net Working Capital". If Buyer Parties give such notice of objection, then the issues in dispute will be submitted to one of the "Big Four" national accounting firms (other than Ernst & Young, LLP) mutually acceptable to Buyer Parties and Seller Parties (the "Accountants") for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may reasonably request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer Parties will bear fifty percent (50%) and Seller Parties will bear fifty percent (50%) of the fees of the Accountants for such determination. If Buyer Parties have given a notice of objection in accordance with this Section 1.5(a), the Closing Financial Statement, as modified by resolution of any such disputes with respect thereto by the Accountants, shall be the "Final Closing Financial Statement" and the Net Working Capital amount set forth therein shall be the "Final Net Working Capital". (b) Buyer will prepare On the fifth (or cause to be prepared5th) a working capital statement (“Closing Working Capital Statement”) of Company as of business day following the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its final determination of the Final Closing Financial Statement, if the Final Net Working Capital is greater than the Preliminary Net Working Capital, which adjustments shall be no more favorable Buyers will pay such difference to Buyer than reflected Sellers in immediately available funds and the Closing Working Capital StatementEscrow Agent shall, and no more favorable Buyers shall cause the Escrow Agent to, deliver to Parent than reflected Sellers One Million Dollars ($1,000,000) from the Escrow Payment in accordance with the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerEscrow Agreement. (c) The parties hereto agree that for purposes On the fifth (5th) business day following the final determination of determining and comparing the Final Closing Financial Statement, if the Final Net Working Capital Statementis less than the Preliminary Net Working Capital (such difference, as finally determined pursuant the "Difference") and such Difference is less than or equal to this Section 2.6(bOne Million Dollars ($1,000,000), Sellers shall direct the Escrow Agent to deliver to Buyers, from the Escrow Payment, the Difference, and Buyers shall direct the Escrow Agent to deliver to Sellers, from the Escrow Payment, One Million Dollars ($1,000,000) less the Difference in accordance with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rateEscrow Agreement. (d) Within ten On the fifth (105th) Business Days after business day following the Working Capital calculation becomes final and binding on determination of the partiesFinal Closing Financial Statement, (A) if the Working Capital Difference is negativegreater than One Million Dollars ($1,000,000), Parent Sellers shall direct the Escrow Agent to deliver to Buyers, from the Escrow Payment, One Million Dollars ($1,000,000) and Seller Parties shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positiveBuyers, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds, the Difference less One Million Dollars ($1,000,000) in accordance with the Escrow Agreement. (e) For purposes of calculating Unless otherwise specifically provided for herein or in the Share Purchase Agreement, any item which is contained within the Final Net Working Capital and or the Adjustment Amount pursuant to this Section 2.6, Balance Sheet Audit or that has been reviewed as part of the following items adjustment process in arriving at the Final Net Working Capital shall not be included in the calculation serve as a basis for an indemnification claim for a breach of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral a representation, warranty, covenant or agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below)under this Agreement. (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior Buyer will prepare, within thirty days following the Closing Date, a statement of the consolidated net worth ("Closing Net Worth Statement") of the Acquired Companies as of January 31, 1996, and shall deliver such statement to Closingthe Attorneys. For purposes of this Agreement, Company has caused to be prepared "consolidated net worth" shall mean the difference between the Acquired Companies' assets and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of their liabilities, determined in accordance with GAAP (provided, however, that (i) the Working Capital as aggregate amount set forth in ANNEX C under the heading "Option Price Payable" shall be deemed to be an asset of the close of Company’s business Acquired Companies on the day immediately preceding the Closing, Closing Net Worth Statement and (ii) the Adjustment Amountfees, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased expenses and bonuses payable by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments Company pursuant to Section 2.6(b)) if 11.1 hereof shall be reflected as liabilities on the estimated Adjustment Amount is greater than US $1.00Closing Net Worth Statement. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as If within fifteen days following delivery of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Net Worth Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount Attorneys have not given Buyer notice of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect their objection to the Closing Working Capital Net Worth Statement and Working Capital calculation(such notice must contain a statement of the basis of such Seller's objection), then the consolidated net worth reflected in the Closing Net Worth Statement will be used in computing the Adjustment Amount. If at the end Attorneys give such notice of such twenty objection, then the issues in dispute will be submitted to an audit partner, experienced in auditing companies in a businesses similar to that of the Acquired Companies, in an office of Deloitte & Touche, certified public accountants, located in New York, Massachusetts or Connecticut (20) consecutive daysthe "Accountants"), Buyer and Parent have been unable for resolution. If issues in dispute are submitted to resolve their disagreementsthe Accountants for resolution, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as all parties will furnish to the Closing Working Capital Statement Accountants such work papers and other documents and information relating to the disputed issues as promptly as possible after the Accountants may request and are available to that party or its engagement by Subsidiaries (or its independent public accountants), and will be afforded the parties, but in opportunity to present to the Accountants any event material relating to the parties shall direct determination and to discuss the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagementdetermination with the Accountants, (ii) thereby consider the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and resolve only those items in conclusive on the Disagreement Notice which remain unresolved between Buyer and Parentparties, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent the Sellers (as a report of its review group) will each bear 50% of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination fees of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerAccountants for such determination. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a1) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding At the Closing, Seller shall deliver to Purchaser the February Balance Sheet. The Cash Delivery paid at the Closing shall be derived from the estimated values of the Inventory, Trade Payables, Customer Deposits and (ii) Accrued Liabilities as reflected in the Adjustment AmountFebruary Balance Sheet. Within 15 days after the Closing, Seller shall deliver to Purchaser the Closing Balance Sheet. Seller shall determine the amounts of the difference between the February Balance Sheet and the Closing Balance Sheet with respect to the Inventory, Trade Payables, Customer Deposits and Accrued Liabilities, if any, and the resulting adjustment to be made to the Cash Delivery, and shall deliver a statement of that adjustment in substantially the form attached hereto as EXHIBIT P (the “Estimated Closing Working Capital "ADJUSTMENT STATEMENT") within that 15 day period. Purchaser shall have 45 business days after it receives the Adjustment Statement to object to any calculation contained in the Adjustment Statement”). As required by Section 2.2 of this AgreementIf Purchaser does not make any objection within that period, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 Statement and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date Balance Sheet shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted final and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement determination of any adjustment to be made to the Cash Delivery, and Working Capital shall be binding on the parties to this Agreement. (2) If Purchaser objects to any calculation on the Adjustment Statement, the parties shall, within 10 business days, mutually determine the correct calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to parties cannot resolve the matters set forth in objection within that time, they shall refer the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as dispute to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable Independent Accountant (as defined below). (f3) The parties acknowledge Independent Accountant shall review the calculation to which Purchaser objected, and agree shall resolve all objections as soon as practicable, but no later than 10 business days after the Independent Accountant receives all information from Seller and Purchaser that the receivable associated with Independent Accountant may reasonably request regarding the T-Mobile Bought Team October Services in objection. The Adjustment Statement as the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and Independent Accountant may modify or approve shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments deemed final and conclusive with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal determination of any adjustment to be made to the amount Company received in respect Purchase Price, and shall be binding on the parties to this Agreement. Seller and Purchaser shall each pay one-half of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month Independent Accountant's fees and expenses in which resolving any such payment is received, without interestobjection.

Adjustment Procedure. (a) Prior The Company will prepare and will cause the Company's certified public accountants to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief review consolidated financial officer containing a calculation of Company’s estimation of statements (i"Closing Financial Statements") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. and for the period from the date of the Interim Balance Sheet (bas defined in Section 3.6 below) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of through the Closing Date, including a computation of the Company's Net Working Capital Capital, Assumed Debt and Benefit Expense Proration as of the Closing Date. Buyer The Company will deliver the Closing Working Capital Statement Financial Statements (together with detail and working papers reasonably required for Buyer's review including tax accruals for the short tax period ending at the Closing) to Parent the Buyer within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and bindingIf, unless Parent shall give written notice to Buyer of the items with which Parent disagrees within thirty (“Disagreement Notice”30) within twenty (20) consecutive days after the receipt by Parent following delivery of the Closing Financial Statements, the Buyer has not given the Company notice of its objection to the Closing Financial Statements (such notice must contain a detailed statement of the basis of the Buyer's objection), then the Company's Net Working Capital Statement (or and Assumed Debt and Benefit Expense Proration reflected in the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof)Closing Financial Statements will be used in computing the Adjustment Amount, the dollar amount of the disagreementAssumed Debt and the Benefit Expense Proration Amount. If the Buyer and Parent shallgives such notice of objection, during then the twenty issues in dispute will be submitted to such nationally recognized accounting firm (20other than Artxxx Xxdxxxxx) consecutive days after receipt by Buyer of xs the Disagreement NoticeParties may designate (the "Accountants"), negotiate for resolution. If issues in good faith to resolve any such disagreements with respect dispute are submitted to the Closing Working Capital Statement Accountants for resolution, (i) each Party will furnish to the Accountants such workpapers and Working Capital calculation. If at other documents and information relating to the end of such twenty (20) consecutive days, Buyer disputed issues as the Accountants may request and Parent have been unable are available to resolve their disagreements, either Buyer that Party or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP its Subsidiaries (or such other Person mutually agreed its independent public accountants), and will be afforded the opportunity to in writing present to the Accountants any materials relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the partiesAccountants, the “Unaffiliated Firm”) to resolve the matters as set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as a notice delivered to the Closing Working Capital Statement as promptly as possible after its engagement both Parties by the partiesAccountants, but in any event will be made within sixty (60) days of submission and will be binding and conclusive on the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, Parties; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review the Company will each bear one-half of the items in fees of the Disagreement Notice as promptly as practicable and shall include in Accountants for such report its determination. (b) On the tenth business day following the final determination of the amount to be paid by Buyer for the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration, if the Purchase Price, as adjusted in the manner provided herein, is greater than the Estimated Purchase Price paid by the Buyer pursuant to Section 1.5, the Buyer will pay the difference to the Company together with the Net Working CapitalCapital Holdback described in Section 2.2(a)(ii), and if such Purchase Price is less than such Estimated Purchase Price (the "Purchase Price Shortfall"), (i) the Company will pay to the Buyer the amount by which adjustments the Purchase Price Shortfall exceeds the Net Working Capital Holdback, if the Purchase Price Shortfall is greater than the amount of the Net Working Capital Holdback, or (ii) the Buyer shall pay to the Company the amount by which the Net Working Capital Holdback exceeds the Purchase Price Shortfall, if the amount of the Net Working Capital Holdback is greater than the Purchase Price Shortfall. All payments will be made together with interest at 8% per annum beginning on the Closing Date and ending on the date of payment. Payments to the Company shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in of immediately available funds and shall be made in the manner and will be allocated in the proportions described in Section 1.2. Payment to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal made out of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable Escrow Fund (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”Escrow Agreement) has been excluded from pursuant to the preparation terms of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestEscrow Agreement.

Adjustment Procedure. (a) Prior Within ninety (90) days after the Closing Date, Buyer shall prepare in good faith and deliver to Closing, Company has caused to be prepared and delivered to Buyer Sellers a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, written statement (the “Estimated Post-Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid ) prepared in accordance with Section 2.4(b)(i) of this Agreement will and the Accounting Principles, setting forth in reasonable detail together with reasonably detailed supporting calculations, information and documentation, Buyer’s good faith calculation of the Closing Cash Consideration (xand each component thereof). If Buyer fails to deliver a Post-Closing Statement within this ninety (90) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of day period, then Sellers’ calculations as shown on the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall will be deemed to be $0final and binding. (b) If Buyer will prepare (or cause to be prepared) delivers a working capital statement (“Post-Closing Working Capital Statement”) of Company as Statement and Sellers disagree with Buyer’s calculations of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty Cash Consideration (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation any component thereof), Sellers will notify Buyer in writing of such disagreement within forty five (45) calendar days after delivery of the Post-Closing Statement to Sellers, which notice will describe the nature of any such disagreement in reasonable detail, identify the specific items involved (the “Disputed Items”) and the dollar amount of the each such disagreement, and provide reasonable supporting documentation for each such disagreement. If Sellers confirm in writing that they agree with the Post-Closing Statement, or if Sellers fail to deliver such a notice of disagreement within this forty five (45) day period, then Buyer’s calculations as shown on the Post-Closing Statement will be final and binding. (c) Each of Buyer and Parent shall, during Sellers will provide the twenty (20) consecutive days after receipt by Buyer other and its Representatives with reasonable access to Books and Records and relevant personnel for purposes of the Disagreement Notice, resolving any disagreements that arise under this Section 2.5 and to negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculationdisagreement. If at the end of such twenty (20) consecutive days, Buyer and Parent have been Sellers are unable to resolve their disagreementsall disagreements raised by Sellers pursuant to Section 2.5(b) within thirty (30) calendar days after delivery to Buyer of Sellers’ written notice of such disagreement, either Buyer or Parent may engage, then such disagreements will be submitted for final and binding resolution to an independent and internationally recognized accounting firm as mutually agreed between the Parties (the “Accounting Arbitrator”). The scope of the disputes to be resolved by the Accounting Arbitrator shall be limited to the Disputed Items. The Accounting Arbitrator shall act as an expert and not as an arbitrator. The Accounting Arbitrator shall determine any dispute to the extent relevant to resolving the Disputed Items but the Accounting Arbitrator is not to make any other determination. The Accounting Arbitrator’s activities and jurisdiction shall be limited to the Disputed Items. The Accounting Arbitrator’s decision shall be based solely on behalf of the written submissions by Sellers and Buyer and Parenttheir respective Representatives and not by independent review. Parties to instruct Accounting Arbitrator to deliver to Buyer and Sellers, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible practicable after its engagement by the partiesappointment, but in any event within a period of thirty (30) Business Days following the parties shall direct date on which it was appointed, a written report setting forth the Unaffiliated Firm resolution of each such Disputed Item determined in accordance with the Accounting Principles and the terms of this Agreement, which, as to complete its findings and report within twenty (20) consecutive days after its engagementeach amount in disagreement, (ii) thereby consider and resolve only those items in will be an amount no less than the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review lesser of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to amounts claimed by either Buyer than reflected in the Closing Working Capital Statementor Sellers, and no more favorable to Parent greater than reflected in the Disagreement Noticegreater of the amounts claimed by either Buyer or Sellers. The determinations so made written decision of the Accounting Arbitrator on the matters will be final and binding on the Parties. The Accounting Arbitrator’s fees and any costs properly incurred in arriving at the determination (including any fees and costs of any advisers appointed by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm Accounting Arbitrator) shall be borne one half by Parent the Parties in inverse proportion to their respective gain and one half loss positions relative to the Disputed Items. For example, if Sellers challenge the calculation a Disputed Item by Buyeran amount of $100,000, but the Accounting Arbitrator determines that Sellers have a valid claim for only $60,000, then Buyer shall bear sixty percent (60%) of the fees and expenses of the Accounting Arbitrator and Sellers shall bear the other forty percent (40%) of such fees and expenses. Other than such fees and expenses of the Accounting Arbitrator, each of Buyer and Sellers will be responsible for their own costs and expenses incurred in connection with any actions taken pursuant to this Section 2.5. (cd) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, Cash Consideration as finally determined pursuant to this Section 2.6(b2.5(b) or Section 2.5(c), with as the Estimated case may be, is referred to as the “Final Closing Working Capital Statement, Cash Consideration.” Buyer and Sellers shall prepare an exchange ratio updated version of US $0.5443 per UK £1 the Allocation Schedule setting forth the Final Closing Cash Consideration (the “Final Allocation Schedule”). The Final Closing Cash Consideration shall be used and that there will be no changes further allocated among the Assets as a result of fluctuations set forth in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below7.15(b). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior The Company will prepare and will cause KPMG Peat Marwick LLP to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief audit financial officer containing a calculation of Company’s estimation of statements (i"Closing Financial Statements") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of and for the period from April 1, 1997 through the Closing Date, Date including a computation of the Working Capital as of the Closing Date. Buyer The Company will deliver the Closing Working Capital Statement Financial Statements to Parent Buyer and Seller within sixty (60) consecutive ninety days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) If within twenty (20) consecutive fifteen days after the receipt by Parent following delivery of the Closing Working Capital Statement (Financial Statements, Buyer or Seller has not given the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount other notice of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect its objection to the Closing Financial Statements (such notice must contain a statement of the basis of any objection), then the Working Capital Statement and Working Capital calculation. If at computed on the end basis of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters information set forth in the Disagreement NoticeClosing Financial Statements will be used in computing the final Adjustment Amount. The Unaffiliated Firm shall If Buyer or Seller gives such notice of objection, then the issues in dispute will be submitted to certified public accountants of national standing selected by Buyer (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) resolve the disagreement as each party will furnish to the Closing Working Capital Statement Accountants such workpapers and other documents and information relating to the disputed issues as promptly as possible after the Accountants may request and are available to that party (or its engagement by independent public accountants), and will be afforded the parties, but in opportunity to present to the Accountants any event material relating to the parties shall direct determination and to discuss the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, determination with the Accountants; (ii) thereby consider the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and resolve only those items in conclusive on the Disagreement Notice which remain unresolved between Buyer and Parent, parties; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review Seller will each bear 50% of the items in fees of the Disagreement Notice as promptly as practicable and shall include in Accountants for such report its determination. (b) On the tenth business day following the final determination of the Working Capitalfinal Adjustment Amount, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price is greater than the aggregate of the payments made pursuant to Section 2.6(a) and (B) if 2.2(a)-(c), as adjusted on the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation basis of the Closing Working Capital StatementBalance Sheet, Buyer will pay the difference to Seller, and if the Purchase Price is less than such aggregate amount, Seller will pay the difference to Buyer. All payments will be made together with interest at 8% compounded daily beginning on the Closing Date and ending on the date of payment. Payments to Seller shall be made by increasing the principal balance of the CPFC Note and allocating such increase among the amounts due on the scheduled payment dates thereunder. Payments to Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable shall be made by a reduction in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an principal amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costsCPFC Note, if any) within ten (10) consecutive days following then from funds remaining on deposit under the end of the month in which such payment is received, without interestEscrow Agreement .

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief NEWCO shall prepare financial officer containing a calculation of Company’s estimation of statements (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital StatementFinancial Statements”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable Optiant as of the Closing Date and for the period from the date of the Balance Sheet through the Closing Date in accordance with GAAP, including among other things a balance sheet (the “Closing Balance Sheet”). To the extent possible, the Closing Financial; Statements shall be deemed prepared in a manner consistent with the preparation of Optiant’s financial statements from November 30, 2009; provided that, to the extent such consistency is not possible due to GAAP, appropriate changes shall be $0made to November 30 Working Capital to ensure that the Final Closing Date Working Capital and November 30 Working Capital are prepared and calculated in the same manner. NEWCO shall then use the Closing Balance Sheet to determine the Working Capital of Optiant as of the Closing Date (the “Final Closing Date Working Capital”) and the cash, cash equivalents, and short-term investments of Optiant as of the Closing Date (the “Final Closing Date Cash”), and thereby determine the Final Working Capital Adjustment. NEWCO shall deliver to Optiant the Closing Financial Statements and its determination of Final Closing Date Working Capital, Final Closing Date Cash and Final Working Capital Adjustment and working papers utilized to determine the Final Working Capital Adjustment within sixty (60) days following the Closing Date. (b) Buyer will prepare If, within thirty (30) days following delivery of the Closing Financial Statements and the Final Closing Date Working Capital, Final Closing Date Cash and Final Working Capital Adjustment calculations, Optiant has not given NEWCO written notice of its objection as to such calculation (which notice shall state the basis of Optiant’s objection), then the Final Working Capital Adjustment calculated by NEWCO shall be binding and conclusive on the Parties and shall be used in computing the amount payable under Section 2.7(b) of this Agreement to reconcile the Closing Payment to the Purchase Price. (c) If Optiant duly gives NEWCO such notice of objection, and if Optiant and NEWCO fail to resolve the issues outstanding with respect to the Closing Financial Statements and the calculation of the Final Working Capital Adjustment within thirty (30) days of NEWCO’s receipt of such objection notice, then Optiant and NEWCO shall submit the issues remaining in dispute to a certified public accountant employed by one of the four largest national accounting firms with whom no Party has had a business relationship during the three-year period preceding the Closing Date, or if no such accountant is reasonably available, then to a certified public accountant acceptable to all Parties (the “Independent Accountant”) for resolution applying the principles, policies, and practices referred to in Section 2.8(a) of this Agreement. If issues are submitted to the Independent Accountant for resolution, then: (i) Optiant and NEWCO shall furnish or cause to be preparedfurnished to the Independent Accountant such work papers and other documents and information relating to the disputed issues as the Independent Accountant may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountant any material relating to the disputed issues and to discuss the issues with the Independent Accountant; (ii) the determination by the Independent Accountant, as set forth in a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement notice to Parent be delivered to both Optiant and NEWCO within sixty (60) consecutive days after of the Closing Date. The Working Capital submission to the Independent Accountant of the issues remaining in dispute, shall be deemed accepted final, binding, and conclusive on the Parties and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, EnglandFinal Working Capital Adjustment; and (iii) The T-Mobile Receivable Optiant and NEWCO will each bear fifty percent (as defined below). (f50%) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement fees and shall be excluded from the preparation costs of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which Independent Accountant for such payment is received, without interestdetermination.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer shall prepare a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of Closing Balance Sheet (i“Closing Balance Sheet”) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable Business as of the Closing Date applying the Agreed Accounting Principles. Buyer shall be deemed then determine the Net Asset Value as of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (45) days following the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be $0accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheet. (b) Buyer will prepare If within thirty (or cause to be prepared30) a working capital statement (“Closing Working Capital Statement”) of Company as days following delivery of the Closing Date, including a computation of the Working Capital as of Balance Sheet and the Closing Date. Net Asset Value calculation Sellers have not given Buyer will deliver written notice of their objection as to the Closing Working Capital Statement to Parent within sixty Net Asset Value calculation (60) consecutive days after which notice shall state the basis of Sellers’ objection), then the Closing Date. The Working Capital Net Asset Value calculated by Buyer shall be deemed accepted binding and conclusive on the parties and bindingbe used in computing the Adjustment Amount. (c) If Sellers duly give Buyer such notice of objection, unless Parent shall give written notice to and if Sellers and Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith fail to resolve any such disagreements the issues outstanding with respect to the Closing Working Capital Statement Balance Sheet and Working Capital calculationthe calculation of the Closing Net Asset Value within thirty (30) days of Buyer’s receipt of Sellers’ objection notice, Sellers and Buyer shall submit the issues remaining in dispute to the Independent Accountants, for resolution applying the Agreed Accounting Principles. If at issues are submitted to the end of Independent Accountants for resolution, (i) Sellers and Buyer shall furnish or cause to be furnished to the Independent Accountants such twenty work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (20ii) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing the determination by the partiesIndependent Accountants, the “Unaffiliated Firm”) to resolve the matters as set forth in a reasonably detailed notice to be delivered to both Parent and Buyer within forty-five (45) days of the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as submission to the Closing Working Capital Statement as promptly as possible after its engagement by Independent Accountants of the partiesissues remaining in dispute, but in any event shall be final, binding and conclusive on the parties and shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items be used in the Disagreement Notice which remain unresolved between Buyer and Parent, calculation of the Closing Net Asset Value; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Sellers and Buyer and Parent a report of its review will each bear fifty percent (50%) of the items in the Disagreement Notice as promptly as practicable fees and shall include in such report its determination costs of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in Independent Accountants for such determination. In connection with the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements retention of the Unaffiliated Firm shall be borne one half by Parent Independent Accountants, Sellers and one half by Buyer. (c) The parties hereto Buyer agree that they will enter into a customary engagement agreement therewith, including appropriate provision for purposes joint and several indemnity of determining such Independent Accountants as to their services and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statementconclusions. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.[***]

Adjustment Procedure. (a) Prior Seller will prepare and will cause the Company's public accountants, to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief audit consolidated financial officer containing a calculation of Company’s estimation of statements (i"Closing Financial Statements") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) and for the period from the date of Company as of the Balance Sheet through the Closing Date, including a computation of the Working Capital as of the Closing Datean updated asset list. Buyer Seller will deliver the Closing Working Capital Statement Financial Statements to Parent Buyer within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) If within twenty (20) consecutive thirty days after the receipt by Parent following delivery of the Closing Working Capital Statement (or the due date thereof if Financial Statements, Buyer has not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount given Seller notice of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect its objection to the Closing Working Capital Statement and Working Capital calculationFinancial Statements (such notice must contain a statement of the basis of Buyer's objection), then the reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If at Buyer gives such notice of objection, then the end of issues in dispute will be submitted to KPMG (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such twenty (20) consecutive days, Buyer workpapers and Parent have been unable other documents and information relating to resolve their disagreements, either Buyer the disputed issues as the Accountants may request and are available to that party or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP its Subsidiaries (or such other Person mutually agreed its independent public accountants), and will be afforded the opportunity to in writing present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the partiesAccountants, the “Unaffiliated Firm”) to resolve the matters as set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as a notice delivered to the Closing Working Capital Statement as promptly as possible after its engagement both parties by the Accountants, will be binding and conclusive on the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, ; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in Buyer will bear the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review fees of the items in Accountants for such determination. (b) On the Disagreement Notice as promptly as practicable and shall include in such report its tenth business day following the final determination of the Working CapitalAdjustment Amount, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price is greater than the aggregate of the payments made pursuant to Section 2.6(a) Sections 2 and (B) if Buyer elects to to retian the additional equipment or other additional assets if any, Buyer will pay the difference to Seller, and if the Working Capital Purchase Price is positiveless than such aggregate amount, Buyer shall Seller will pay such Adjustment Amount the difference to Parent by wire transfer Buyer. Payments must be made in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior Buyer will cause the Company to Closing, Company has caused prepare and will cause Buyer’s certified public accountants to be prepared and delivered to Buyer review a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, balance sheet (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital StatementBalance Sheet”) of the Company as of the Closing Date, including a computation of the Working Capital as of Company’s Net Asset Amount. Buyer will prepare the Closing DateBalance Sheet and such Net Asset Amount in accordance with GAAP (except for the absence of footnotes and year-end adjustments). Buyer will deliver the Closing Working Capital Statement Balance Sheet and the Net Asset Amount to Parent Jung Hun Xxx (the “Sellers’ Representative”) within sixty (60) consecutive 60 days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) If within twenty (20) consecutive 30 days after the receipt by Parent following delivery of the Closing Working Capital Statement Balance Sheet and the Net Asset Amount, the Sellers’ Representative does not deliver to Buyer written notice of any objection to the Closing Balance Sheet and the Net Asset Amount (or which notice must contain a reasonably detailed statement of the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereofbasis of all objections of Sellers), then the dollar amount of Closing Balance Sheet and the disagreement. Net Asset Amount will be conclusive and binding on Buyer and Parent shall, during each Seller and will be used in calculating the twenty Adjustment Amount. (20b) consecutive days after receipt by Buyer of and the Disagreement Notice, negotiate Sellers’ Representative will act in good faith to resolve themselves any such disagreements with respect objections to the Closing Working Capital Statement and Working Capital calculationBalance Sheet or the Net Asset Amount. If at the end of such twenty (20) consecutive days, Buyer and Parent have been they are unable to resolve their disagreementsdo so within 30 days after Buyer’s receipt of notice of objection from the Sellers’ Representative, either Buyer or Parent then the issues in dispute will be submitted to a mutually acceptable, nationally- recognized firm of certified public accountants (the “Accountants”), for resolution. Each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may engage, on behalf of Buyer request and Parent, Xxxxx Xxxxxxxx LLP are available to that party (or such other Person mutually agreed its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the disputed issues and to discuss the issues with the Accountants. The resolution of the issues in writing dispute by the partiesAccountants, the “Unaffiliated Firm”) to resolve the matters as set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit a notice delivered to Buyer and Parent a report of its review the Sellers’ Representative by the Accountants, will be conclusive and binding on Buyer and each Seller. Buyer and Sellers will each bear 50% of the items in Accountants’ fees and expenses for such resolution. Buyer will revise the Disagreement Notice as promptly as practicable Closing Balance Sheet and shall include in such report its determination the Net Asset Amount to reflect the resolution of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected issues in the Closing Working Capital Statementdispute, and no more favorable to Parent than reflected the revised Closing Balance Sheet and the Net Asset Amount will be used in calculating the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerAdjustment Amount. (c) The parties hereto agree that for purposes “Adjustment Amount” (which may be a positive or negative number) will be equal to (i) the Net Asset Amount of determining and comparing the Company as of the Closing Working Capital StatementDate determined in accordance with Section 2.3 (a) or (b) (as applicable) converted into United States Dollars at the spot exchange rate between Korean Won and United States Dollars on the business day immediately preceding the Closing Date as announced by Seoul Money Brokerage Services, as finally determined pursuant to this Section 2.6(bLtd. at 9:30 a.m., Seoul time on such date, minus (ii) Four Million United States Dollars (US$4,000,000), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten On the tenth business day following (10i) Business Days after the Working Capital calculation becomes final and binding on expiration of the partiesobjection period in Section 2.3(a), if the Sellers’ Representative makes no objection, (Aii) the resolution of all objections by Buyer and the Sellers’ Representative pursuant to Section 2.3(b) or (iii) the date of the Accountants’ notice pursuant to Section 2.3(b) (as the case may be), if the Working Capital Adjustment Amount is positive, Buyer will pay that amount in the aggregate to Sellers by wire transfer to an account designated by the Sellers’ Representative, and if the Adjustment Amount is negative, Parent shall Sellers will pay such Adjustment Amount the absolute value of that amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant an account designated by Buyer. Any Adjustment Amount, if any, payable to Section 2.6(a) and (B) if the Working Capital is positive, Buyer Sellers shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to each Seller pro rata, based on the number of Shares held by such Seller immediately prior to the Closing and the total number of Shares of the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned outstanding immediately prior to the Company upon renewal of the lease by PicochipClosing. All payments will be made together with interest at 5% per annum, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of compounded daily beginning on the Closing Working Capital Statement. Buyer agrees to cause Date and ending on the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect date of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestpayment.

Adjustment Procedure. (a) Prior Sellers will prepare and will cause , the Company's certified public accountants, to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief audit consolidated financial officer containing a calculation of Company’s estimation of statements (i"Closing Financial Statements") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) and for the period from the date of Company as of the Balance Sheet through the Closing Date, including a computation of the Working Capital consolidated stockholders' equity as of the Closing Date. Buyer Sellers will deliver the Closing Working Capital Statement Financial Statements to Parent Buyer within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) If within twenty (20) consecutive thirty days after the receipt by Parent following delivery of the Closing Working Capital Statement (or the due date thereof if Financial Statements, Buyer has not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount given Sellers notice of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect its objection to the Closing Working Capital Statement and Working Capital calculation. If at the end of Financial Statements (such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent notice must contain a report of its review statement of the items in basis of Buyer's objection), then the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than consolidated stockholders' equity reflected in the Closing Working Capital StatementFinancial Statements will be used in computing the Adjustment Amount. If Buyer gives such no xxxx of objection, and no more favorable to Parent than reflected then the issues in dispute will be submitted to (b) On the Disagreement Notice. The determinations so made by tenth business day following the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements final determination of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital StatementAdjustment Amount, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price is greater than the aggregate of the payments made pursuant to Section 2.6(aSections 2.4(b)(i) and (B2.4(b)(iii) and the aggregate principal amount of the Promissory Notes, Buyer will pay the difference to Sellers, and if the Working Capital Purchase Price is positiveless than such aggregate amount, Buyer shall Sellers will pay such Adjustment Amount the difference to Parent by wire transfer Buyer. All payments will be made together with interest at % compounded daily beginning on the Closing Date and ending on the date of payment. Payments must be made in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant . Payments to this Section 2.6, the following items shall not Sellers must be included made in the calculation of current assets: (i) Fees to manner and will be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company allocated in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) proportions set forth in Section 2.4(b)(i). Payments to Buyer must be returned made by wire transfer to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (such bank account as defined below)Buyer will specify. (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior to Closing, The determination of the Funded Debt and Working Capital of the Australian Company has caused to and the Japanese Company on the Closing Date shall be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of made as follows: (i) the Working Capital as Buyer shall prepare a Closing Balance Sheet for each of the close of Company’s business on Australian Company and the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Japanese Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) on the same basis and applying the same accounting principles, policies and practices that were used in preparing the balance sheets of Company such companies attached hereto as of the Closing DateSchedule 1.3, including a computation the adjustments from the most recent balance sheets of such companies contained in the Financial Statements. Buyer shall then determine the Working Capital (the "Closing Working Capital") and the Funded Debt (the "Closing Funded Debt") of each of such companies as of the Closing Date. Buyer will shall deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted Balance Sheets and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent its determination of the Closing Working Capital Statement and Closing Funded Debt of each of such companies to the Sellers' Representative within ninety (or 90) days following the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent Closing Date. (or Parent’s calculation thereof), the dollar amount ii) If within forty-five (45) days following delivery of the disagreement. Buyer Closing Balance Sheets and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at Closing Funded Debt calculations the end Sellers' Representative has not given Buyer written notice of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement its objection as to the Closing Working Capital Statement as promptly as possible after its engagement by and Closing Funded Debt calculations (which notice shall state the partiesbasis of Seller's objection), but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in then the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made Closing Funded Debt calculated by the Unaffiliated Firm Buyer shall be conclusive, binding on, and non-appealable by, conclusive on the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in computing the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds adjustments to the extent such amount was not already deducted from the Australian Initial Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; andJapanese Initial Purchase Price. (iii) The TIf the Sellers' Representative gives Buyer such notice of objection within such forty-Mobile Receivable five (as defined below). (f45) The parties acknowledge day period, and agree that if the receivable associated Sellers' Representative and Buyer fail to resolve the issues outstanding with respect to the T-Mobile Bought Team October Services in Closing Balance Sheets and the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation calculation of the Closing Working Capital Statementor Closing Funded Debt within thirty (30) days of Buyer's receipt of the Sellers' Representative's objection notice, the Sellers' Representative and Buyer shall submit the issues remaining in dispute for resolution to internationally recognized independent public accountants proposed by the Sellers' Representative and subject to the approval of Buyer in its sole and absolute discretion (the "Independent Accountants"), with the Independent Accountants applying the principles, policies and practices referred to in Section 1.4(c)(i). If issues are submitted to the Independent Accountants for resolution, (i) the Sellers' Representative and Buyer agrees shall furnish or cause to cause be furnished to the Company Independent Accountants such work papers and other documents and information relating to use commercially reasonable efforts the disputed issues as the Independent Accountants may request and are available to collect that party or its agents and shall be afforded the T-Mobile Receivable opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both the Sellers' Representative and Buyer within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect calculation of the T-Mobile Receivable Closing Working Capital and the Closing Funded Debt; and (less reasonable collection costs, if anyiii) within ten the Principal Shareholders and Buyer will each bear fifty percent (1050%) consecutive days following the end of the month in which fees and costs of the Independent Accountants for such payment is received, without interestdetermination.

Adjustment Procedure. (a) Prior Seller will prepare and shall cause Xxxxxx, Xxxxxx & Associates ("W&M"), Seller's independent certified public accountants, to Closingaudit the balance sheet of Seller at June 30, Company has caused 1998 (the "EFFECTIVE DATE BALANCE SHEET"), prepared in accordance with GAAP, and to compute the Acquired Net Assets. Buyer's independent certified public accountants, Deloitte & Touche LLP ("D&T") and representatives of Buyer shall review the audit conducted by W&M. Seller and Shareholder will arrange for D&T's and Buyer's representatives to have full access to the W&M audit workpapers and files. The depreciated value of various tangible personal property purchased by Seller and currently used in the Acquired Business which were not reflected properly on the books of Seller prior to the Effective Time (including, without limitation, certain angle iron cutting equipment at each branch location) shall be prepared included in the calculation of the Acquired Net Assets (consistent with the requirements of GAAP). In conducting the audit of the Effective Date Balance Sheet, if W&M determines that the depreciated value of the fixed assets stated on the balance sheet of Seller prior to the Effective Time is overstated, then Seller shall have the right to review the depreciated value of certain fixed assets purchased more than five years ago and delivered still used in the Acquired Business but not reflected on Seller's financial statements and to add their depreciated value to the net fixed asset account (consistent with GAAP) to make up for any such additional depreciation allowance deemed required by W&M. Seller shall deliver the Effective Date Balance Sheet and the computation of the Acquired Net Assets to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of at the Closing. If, within thirty (i30) the Working Capital as days following delivery to Buyer of the close Effective Date Balance Sheet and the computation of Company’s business on the day immediately preceding Acquired Net Assets, Buyer has not given Seller notice of Buyer's objection to the Closing, and Effective Date Balance Sheet or the computation of the Acquired Net Assets (ii) the Adjustment Amountsuch notice, if anygiven, (must contain a statement of the “Estimated Closing Working Capital Statement”basis of Buyer's objection). As required by Section 2.2 , then the Effective Date Balance Sheet and the computation of the Acquired Net Assets, shall be deemed to have been finally determined for purposes of this Agreement, and the cash portion Acquired Net Assets as so determined will be used in computing the Adjustment Amount. If Buyer gives such notice of an objection, then the Purchase Price matters as to which Buyer has objected will be paid in accordance submitted to D&T and W&M (the "ACCOUNTANTS") for resolution, and the Accountants shall attempt to resolve such matters and determine the Acquired Net Assets. If the Accountants are unable to agree as to the resolution of such matters and determine the Acquired Net Assets within thirty (30) days after such matters are submitted to the Accountants, the Accountants shall select another "Big Five" accounting firm (New York City or Dallas office) (the "OTHER ACCOUNTANTS") which will resolve such matters and determine the Acquired Net Assets. Each party will furnish to the Accountants (and, if applicable, the Other Accountants) such workpapers and other documents and information relating to the disputed matters as the Accountants or the Other Accountants may request and are available to that party (or its independent public accountants), and each party will be afforded the opportunity to present to the Accountants and the Other Accountants any material relating to such disputed issues and to discuss such issues with the Accountants and the Other Accountants. The resolution of such issues under this Section 2.4(b)(i2.3(a) of this Agreement will (x) be decreased by the estimated Adjustment Amount if Accountants or Other Accountants, as the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject case may be, as set forth in a notice delivered to future adjustments pursuant to Section 2.6(b)) if both parties by the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date Accountants or Other Accountants shall be deemed to be $0a final determination thereof for purposes of this Agreement, shall be binding and conclusive on the parties, and the Acquired Net Assets, as finally determined by the Accountants or Other Accountants, will be used in computing the Adjustment Amount. Buyer and Seller shall each bear one-half of the fees of the Other Accountants in connection with the resolution or attempted resolution of the disputed matters. (b) Buyer will prepare On the tenth business day following the final determination of the Acquired Net Assets under Section 2.3(a) and the Adjustment Amount: (or cause to be preparedi) a working capital statement (“Closing Working Capital Statement”) of Company as if the Purchase Price is greater than the sum of the Closing Date, including a computation of Cash Amount and the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar original principal amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive daysPromissory Note, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount the difference to Buyer Seller (up to Two Hundred Fifty Thousand Dollars ($250,000.00)) by wire transfer in immediately available United States funds (the "ADDITIONAL CASH PAYMENT"), and if such difference exceeds Two Hundred Fifty Thousand Dollars ($250,000.00), the Promissory Note shall be amended by Seller and Buyer by adding such excess to the extent such original principal amount was not already deducted from of the Promissory Note; or (ii) if the Purchase Price pursuant to Section 2.6(a) is less than the sum of the Closing Cash Amount and (B) if the Working Capital is positiveoriginal principal amount of the Promissory Note, Buyer Seller shall pay such Adjustment Amount (and Shareholder shall cause Seller to Parent pay) (A) the difference to Buyer (up to Two Hundred Fifty Thousand Dollars ($250,000.00)) by wire transfer in immediately available United States funds. , and (eB) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6if such difference exceeds Two Hundred Fifty Thousand Dollars ($250,000.00), the following items Promissory Note shall not be included in amended by Seller and Buyer by reducing the calculation original principal amount of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October Promissory Note by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below)such excess. (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior The Sellers will prepare and will cause the Company's certified public accountants to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief review consolidated financial officer containing a calculation of Company’s estimation of statements (i"Closing Financial Statements") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. and for the period from the date of the Interim Balance Sheet (bas defined in Section 3.6 below) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of through the Closing Date, including a computation of the Company's cash and cash equivalents (the "Final Cash Amount"), Net Working Capital Capital, Assumed Debt and Benefit Expense Proration as of the Closing Date. Buyer The Sellers will deliver the Closing Working Capital Statement Financial Statements (together with detail and working papers reasonably required for Buyer's review including tax accruals for the short tax period ending at the Closing) to Parent the Buyer within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and bindingIf, unless Parent shall give written notice to Buyer of the items with which Parent disagrees within thirty (“Disagreement Notice”30) within twenty (20) consecutive days after the receipt by Parent following delivery of the Closing Financial Statements, the Buyer has not given the Sellers notice of its objection to the Closing Financial Statements (such notice must contain a detailed statement of the basis of the Buyer's objection), then the Company's Final Cash Amount and Net Working Capital Statement (or and Assumed Debt and Benefit Expense Proration reflected in the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with Closing Financial Statements will be used in computing the amount to be paid by Parent (or Parent’s calculation thereof)Buyer for the Company's cash and cash equivalents, the dollar Adjustment Amount, the amount of the disagreementAssumed Debt and the Benefit Expense Proration amount. If the Buyer and Parent shallgives such notice of objection, during then the twenty issues in dispute will be submitted to such nationally recognized accounting firm (20other than Artxxx Xxdxxxxx) consecutive days after receipt by Buyer of xs the Disagreement NoticeParties may designate (the "Accountants"), negotiate for resolution. If issues in good faith to resolve any such disagreements with respect dispute are submitted to the Closing Working Capital Statement Accountants for resolution, (i) each Party will -2- 8 furnish to the Accountants such workpapers and Working Capital calculation. If at other documents and information relating to the end of such twenty (20) consecutive days, Buyer disputed issues as the Accountants may request and Parent have been unable are available to resolve their disagreements, either Buyer that Party or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP its Subsidiaries (or such other Person mutually agreed its independent public accountants), and will be afforded the opportunity to in writing present to the Accountants any materials relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the partiesAccountants, the “Unaffiliated Firm”) to resolve the matters as set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as a notice delivered to the Closing Working Capital Statement as promptly as possible after its engagement both Parties by the partiesAccountants, but in any event will be made within sixty (60) days of submission and will be binding and conclusive on the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, Parties; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review the Sellers will each bear one-half of the items in fees of the Disagreement Notice as promptly as practicable and shall include in Accountants for such report its determination. (b) On the tenth business day following the final determination of the amount to be paid by Buyer for the Company's cash and cash equivalents, the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration, if the Purchase Price, as adjusted in the manner provided herein, is greater than the Estimated Purchase Price paid by the Buyer pursuant to Section 1.5, the Buyer will pay the difference to the Sellers together with the Net Working CapitalCapital Holdback described in Section 2.2(a)(ii), and if such Purchase Price is less than such Estimated Purchase Price (the "Purchase Price Shortfall"), (i) the Sellers will pay to the Buyer the amount by which adjustments the Purchase Price Shortfall exceeds the Net Working Capital Holdback, if the Purchase Price Shortfall is greater than the amount of the Net Working Capital Holdback, or (ii) the Buyer shall pay to the Sellers the amount by which the Net Working Capital Holdback exceeds the Purchase Price Shortfall, if the amount of the Net Working Capital Holdback is greater than the Purchase Price Shortfall. All payments will be made together with interest at 8% per annum beginning on the Closing Date and ending on the date of payment. Payments to the Sellers shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in of immediately available funds and shall be made in the manner and will be allocated in the proportions described in Section 1.2. Payment to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal made out of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable Escrow Fund (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”Escrow Agreement) has been excluded from pursuant to the preparation terms of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestEscrow Agreement.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief Nautilus will prepare financial officer containing a calculation of Company’s estimation of statements (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital StatementFinancial Statements”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by Schwinn setting forth the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable value as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing DateSchwinn Commercial Indoor Cycle inventory and the Schwinn Commercial Indoor Cycle open purchase orders, including a computation in each case determined in accordance with GAAP and consistent with Nautilus’ past practice with regard to the preparation of the Working Capital as of the Closing Dateits financial statements. Buyer Nautilus will deliver the Closing Working Capital Statement Financial Statements to Parent Buyer within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) If within twenty (20) consecutive thirty days after the receipt by Parent following delivery of the Closing Working Capital Statement (or the due date thereof if Financial Statements Buyer has not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount given Nautilus notice of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect its objection to the Closing Working Capital Statement Financial Statements (such notice must contain a statement of the basis of Buyer’s objection), then the inventory and Working Capital calculationopen purchase order amounts reflected in the Closing Financial Statements will be used in computing the Purchase Price. If at Buyer gives such notice of objection, then the end of issues in dispute will be submitted to , certified public accountants (the “Accountants”), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such twenty (20) consecutive days, Buyer workpapers and Parent have been unable other documents and information relating to resolve their disagreements, either Buyer the disputed issues as the Accountants may request and are available to that party or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP its Subsidiaries (or such other Person mutually agreed its independent public accountants), and will be afforded the opportunity to in writing present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the partiesAccountants, the “Unaffiliated Firm”) to resolve the matters as set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as a notice delivered to the Closing Working Capital Statement as promptly as possible after its engagement both parties by the Accountants, will be binding and conclusive on the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, ; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review Nautilus will each bear 50% of the items in fees of the Disagreement Notice as promptly as practicable and shall include in Accountants for such report its determination. (b) On the tenth business day following the final determination of the Working CapitalPurchase Price (based on the valuations determined in accordance with Section 2.4(a) above), which adjustments shall be no more favorable if the Purchase Price is greater than the Estimated Purchase Price, Buyer will pay the difference to Buyer than reflected in the Closing Working Capital StatementNautilus, and no more favorable to Parent if the Purchase Price is less than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital StatementPurchase Price, an exchange ratio of US $0.5443 per UK £1 Nautilus will pay the difference to Buyer. No interest shall accrue on any such payments. Payments must be used and that there will be no changes as a result of fluctuations made in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer cash by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in or other immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior The Shareholder Representative will prepare and will cause the Company's certified public accountants to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief review consolidated financial officer containing a calculation of Company’s estimation of statements (i"Closing Financial Statements") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. and for the period from the date of the Interim Balance Sheet (bas defined in Section 3.6 below) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of through the Closing Date, including a computation of the Company's cash and cash equivalents (the "Final Cash Amount"), Net Working Capital Capital, Assumed Debt and Benefit Expense Proration as of the Closing Date. Buyer The Shareholder Representative will deliver the Closing Working Capital Statement Financial Statements (together with detail and working papers reasonably required for Buyer's review including tax accruals for the short tax period ending at the Closing) to Parent the Buyer within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and bindingIf, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive thirty days after the receipt by Parent following delivery of the Closing Financial Statements, the Buyer has not given the Shareholder Representative notice of its objection to the Closing Financial Statements (such notice must contain a detailed statement of the basis of the Buyer's objection), then the Company's Final Cash Amount and Net Working Capital Statement (or and Assumed Debt and Benefit Expense Proration reflected in the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with Closing Financial Statements will be used in computing the amount to be paid by Parent (or Parent’s calculation thereof)Buyer for the Company's cash and cash equivalents and the Adjustment Amount, the dollar amount of the disagreementAssumed Debt and the Benefit Expense Proration amount. If the Buyer gives such notice of objection, then the issues in dispute will be submitted to such nationally recognized accounting firm (other than Artxxx Xxdxxxxx) xs the Parties may designate (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) the Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect Shareholder Representative each will furnish to the Closing Working Capital Statement Accountants such workpapers and Working Capital calculation. If at other documents and information relating to the end of such twenty (20) consecutive days, Buyer disputed issues as the Accountants may request and Parent have been unable are available to resolve their disagreements, either the Shareholder Representative and the Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP its Subsidiaries (or such other Person mutually agreed its independent public accountants), and will be afforded the opportunity to in writing present to the Accountants any materials relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the partiesAccountants, the “Unaffiliated Firm”) to resolve the matters as set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as a notice delivered to the Closing Working Capital Statement as promptly as possible after its engagement Shareholder Representative and the Buyer by the partiesAccountants, but in any event will be made within sixty days of submission and will be binding and conclusive on the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, the Company Shareholders; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review the Company Shareholders will each bear one-half of the items in fees of the Disagreement Notice as promptly as practicable and shall include in Accountants for such report its determination. (b) On the tenth business day following the final determination of the Cash Adjustment Amount, the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration, if the Purchase Price, as adjusted in the manner provided herein, is greater than the Estimated Purchase Price paid by the Buyer pursuant to Section 1.9, the Buyer will deposit with the Exchange Agent the difference together with the Net Working CapitalCapital Holdback described in Section 2.2(a)(ii), and if such Purchase Price is less than such Estimated Purchase Price (the "Purchase Price Shortfall"), (i) the Escrow Agent will pay to the Buyer the amount by which adjustments the Purchase Price Shortfall exceeds the Net Working Capital Holdback, if the Purchase Price Shortfall is greater than the amount of the Net Working Capital Holdback, or (ii) the Buyer shall deposit with the Exchange Agent the amount by which the Net Working Capital Holdback exceeds the Purchase Price Shortfall, if the amount of the Net Working Capital Holdback is greater than the Purchase Price Shortfall. All payments will be made together with interest at 8% per annum beginning on the Closing Date and ending on the date of payment. Deposits made with the Exchange Agent shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in of immediately available funds and will be allocated to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and holders of Common Stock (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included interest in the calculation of current assets: (iCommon Stock represented by Dissenting Shares) Fees to be paid as provided in Section 1.6. Payment to the Company by Xxxxxxxxx 3G UK Limited pursuant Buyer (other than under its representative right attributable to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (iiDissenting Shares) Any amount of unreceived rent (approximately £37,000) to shall be returned to the Company upon renewal made out of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable Escrow Fund (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate Escrow Agreement) pursuant to the terms of the Escrow Agreement and be debited against the amount otherwise payable to the holders of £145,000 (“T-Mobile Receivable”) has been excluded Common Stock and the interest in the Common Stock represented by Dissenting Shares from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestEscrow Fund.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief NEWCO shall prepare financial officer containing a calculation of Company’s estimation of statements (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital StatementFinancial Statements”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable DMI as of the Closing Date and for the period from the date of the Balance Sheet through the Closing Date in accordance with GAAP, including among other things a balance sheet (the “Closing Balance Sheet”). NEWCO shall then use the Closing Balance Sheet to determine the Working Capital for DMI as of the Closing Date (the “Closing Working Capital”); provided, however, that in calculating the amount of the Closing Working Capital the amount of Working Capital shown on the Closing Balance Sheet shall be deemed adjusted to be $0assume the recognition of revenue related to the provision of maintenance services in connection with the DMI Software that would have been recognized consistent with the past practice of DMI. NEWCO shall deliver the Closing Financial Statements and its determination of the Closing Working Capital to DMI within sixty (60) days following the Closing Date. (b) Buyer will prepare If, within thirty (or cause to be prepared30) a working capital statement (“Closing Working Capital Statement”) of Company as days following delivery of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver Financial Statements and the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and bindingcalculation, unless Parent shall give DMI has not given NEWCO written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement its objection as to the Closing Working Capital Statement as promptly as possible after its engagement by calculation (which notice shall state the partiesbasis of DMI’s objection), but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in then the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made calculated by the Unaffiliated Firm NEWCO shall be conclusive, binding on, and non-appealable by, conclusive on the parties hereto. The fees Parties and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyerused in computing the Adjustment Amount. (c) The parties hereto agree that for purposes If DMI duly gives NEWCO such notice of determining objection, and comparing if DMI and NEWCO fail to resolve the issues outstanding with respect to the Closing Financial Statements and the calculation of the Closing Working Capital Statementwithin thirty (30) days of NEWCO’s receipt of such objection notice, as finally determined pursuant then DMI and NEWCO shall submit the issues remaining in dispute to a certified public accountant employed by one of the four largest national accounting firms with whom no Party has had a business relationship during the three-year period preceding the Closing Date, or if no such accountant is reasonably available, then to a certified public accountant acceptable to all Parties (the “Independent Accountant”) for resolution applying the principles, policies, and practices referred to in Section 2.9(a) of this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds Agreement. If issues are submitted to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positiveIndependent Accountant for resolution, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assetsthen: (i) Fees DMI and NEWCO shall furnish or cause to be paid furnished to the Company by Xxxxxxxxx 3G UK Limited pursuant Independent Accountant such work papers and other documents and information relating to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support disputed issues as the Independent Accountant may request and maintenance services for are available to that Party or its agents and shall be afforded the month of October by opportunity to present to the Company in Independent Accountant any material relating to the approximate net amount of £98,000disputed issues and to discuss the issues with the Independent Accountant; (ii) Any amount of unreceived rent (approximately £37,000) the determination by the Independent Accountant, as set forth in a notice to be returned delivered to both DMI and NEWCO within sixty (60) days of the submission to the Company upon renewal Independent Accountant of the lease by Picochipissues remaining in dispute, a subtenant shall be final, binding, and conclusive on the Parties and shall be used in the Company offices located in Bath, Englandcalculation of the Closing Working Capital; and (iii) The T-Mobile Receivable DMI and NEWCO will each bear fifty percent (as defined below). (f50%) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement fees and shall be excluded from the preparation costs of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which Independent Accountant for such payment is received, without interestdetermination.

Adjustment Procedure. (a) Prior to ClosingThe Sellers’ Representative will prepare and will cause Txxx Xxxxxx, Company has caused to be prepared and delivered to Buyer a certificate signed by CPA, the Company’s chief financial officer containing a calculation of certified public accountant, to review (as the Company’s estimation of expense), a balance sheet (i“Closing Balance Sheet”) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) and a working capital statement (“Closing Working Capital Statement”) of Company as calculation of the Closing Date, including a computation of the Working Capital as of the Closing DateAdjustment Amount. Buyer Sellers will deliver the Closing Working Capital Statement Balance Sheet to Parent Buyer within sixty thirty (6030) consecutive days clays after the Closing Date. The Working Capital Following the Closing, Buyer shall provide the Sellers’ Representative access to the records and employees of the Company to the extent necessary for the preparation of the Closing Balance Sheet and shall cooperate and cause the Company and the employees of the Company to cooperate with the Sellers’ Representative, the accounting firm reviewing the Closing Balance Sheet (the “Closing Balance Sheet Accounting Firm”) in connection with its preparation and review of the Closing Balance Sheet, which cooperation shall include executing and delivery to the Closing Balance Sheet Accounting Firm such management representation letters and engagement letters as may be requested by the Closing Balance Sheet Accounting Firm and taking all such reasonable actions necessary to permit completion of the review of the Closing Balance Sheet. If within ten (10) days following delivery of the Closing Balance Sheet, Buyer has not given Sellers’ Representative notice of its objection to Sellers’ Representative’s calculation of the Adjustment Amount (such notice must contain a statement of the basis of Buyer’s objection), then such Adjustment Amount will be deemed accepted and conclusive and bindingto be the final Adjustment Amount for all purposes hereunder. If Buyer gives such notice of objection, unless Parent shall give written then, within three (3) business days of delivery of such notice of objection, the issues in dispute with respect to Buyer the calculation of the items Adjustment Amount will be submitted to BDO Sxxxxxx, certified public accountants, or such other certified public accountants as Buyer and the Sellers’ Representative may agree (the “Accountants’’), for resolution, and (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party, and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with which Parent disagrees the Accountants; (“Disagreement Notice”ii) the determination by the Accountants of the Adjustment Amount, as set forth in a notice delivered to both parties by the Accountants within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement date such dispute is referred to the Accountants, will be binding and conclusive on the parties; and (or in) Buyer and Sellers will each bear 50% of the due date thereof if not so delivered)fees of the Accountants for such determination. The Disagreement Notice shall specify each item disagreed date on which the Adjustment Amount is finally determined in accordance with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20this Section 2.6(a) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith is hereinafter referred to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, as the “Unaffiliated FirmDeterminationDate.” (b) to resolve On the matters set forth in tenth (10th) business day following the Disagreement Notice. The Unaffiliated Firm shall (i) resolve final acceptance of the disagreement as to calculation of the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, Adjustment Amount or (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positiveDetermination Date, Buyer shall pay such Adjustment Amount deliver to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and Sellers the Holdback Shares, less the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: Shares (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received), without interestallocated to Sellers based upon their respective Pro Rata Shares.

Adjustment Procedure. 3.3.1 Within ninety (a90) Prior to days after the Closing, Company has caused Buyer shall prepare and deliver to Seller a statement of the Closing Date Working Capital (the “Statement of Closing Date Working Capital”). The Statement of Closing Date Working Capital shall be based upon the books and records of the Seller and shall be prepared in a manner consistent with the calculation of the Target Closing Date Working Capital (as shown on Schedule 3.1.1.1) and delivered with the past practices of the Seller in the preparation of the Financial Statements (including, without limitation, as to valuation methodology). Regarding the Inventory count and valuation, the Parties agree to take a physical observation and counting of the Inventory within thirty (30) days after Closing and to negotiate in good faith and agree upon the actual Inventory count and valuation as of the Effective Time, which agreed upon Inventory calculation shall be utilized in the Statement of Closing Date Working Capital. 3.3.2 Seller shall, during reasonable business hours, be given reasonable access to (and copies of) all of Buyer’s books, records, and other documents, including work papers, worksheets, notes, and schedules, used in preparation of the Statement of Closing Date Working Capital, for the purpose of reviewing the Statement of Closing Date Working Capital. 3.3.3 If within thirty (30) days following delivery of the Statement of Closing Date Working Capital to Seller, Seller has not given Buyer notice of an objection as to any amounts set forth on the Statement of Closing Date Working Capital (which notice shall state in reasonable detail the basis of Seller’s objections and Seller’s proposed adjustments) (the “Objection Notice”), the Statement of Closing Date Working Capital as prepared by Buyer will be final, binding, and conclusive on the parties. 3.3.4 If Seller timely gives Buyer an Objection Notice and if Seller and Buyer fail to resolve the issues raised in the Objection Notice within thirty (30) days after delivery of the Objection Notice, Seller and Buyer shall submit the issues remaining in dispute for resolution to a recognized national or regional independent accounting firm mutually acceptable to Buyer and Seller (the “Independent Accountants”). If the Buyer and Seller cannot agree on the Independent Accountants to serve, each of them shall appoint a certificate signed recognized national or regional independent accounting firm and the two firms shall appoint a recognized national or regional accounting firm to serve as the Independent Accountants. 3.3.5 The Independent Accountants shall be directed to resolve only those issues in dispute and render a written report on their resolution of disputed issues with respect to the Statement of Closing Date Working Capital as promptly as practicable, but no later than thirty (30) days after the date on which the Independent Accountants are engaged. The determination by Company’s chief financial officer containing a calculation the Independent Accountants will be based solely on written submissions of Company’s estimation Buyer, on the one hand, and Seller, on the other hand, and will not involve independent review. Any determination with respect to the Statement of Closing Date Working Capital by the Independent Accountants will not be outside the range established by the amounts in (i) the Statement of Closing Date Working Capital as of the close of Company’s business on the day immediately preceding the ClosingCapital, and (ii) Seller’s proposed adjustments thereto. Such determination will be final, binding, and conclusive on the Adjustment Amountparties as of the date of the determination notice sent by the Independent Accountants. 3.3.6 If issues are submitted to the Independent Accountants for resolution: 3.3.6.1 In the absence of mutual agreement of Seller and Buyer, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of or unless otherwise expressly provided for in this Agreement, the cash portion of Independent Accountants shall determine the Purchase Price process to be paid followed in accordance resolving the disputed matters, provided such process is consistent with Section 2.4(b)(i) of this Agreement will (x) be decreased Agreement; 3.3.6.2 Seller and Buyer shall execute any agreement required by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject Independent Accountants to future adjustments accept their engagement pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date 3.3.4; 3.3.6.3 Seller and Buyer shall be deemed to be $0. (b) Buyer will prepare (promptly furnish or cause to be prepared) furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants, and shall be afforded the opportunity to present to the Independent Accountants, with a working capital statement (“copy to the other party, any other written material relating to the disputed issues; 3.3.6.4 The determination by the Independent Accountants, as set forth in a report to be delivered by the Independent Accountants to both Seller and Buyer, will include the Statement of Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Date Working Capital as of revised, reflecting the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes required as a result of fluctuations in the exchange ratedetermination made by the Independent Accountants; and 3.3.6.5 The fees and expenses of the Independent Accountants shall be paid by Seller, on the one hand, and Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent 3.3.7 Any payments made pursuant to Section 3.3 shall pay such Adjustment Amount be treated as an adjustment to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease parties for Tax purposes, unless otherwise required by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below)Law. (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior As soon as reasonably practicable following the Closing Date, and in no event more than sixty (60) days thereafter, Buyer shall cause the Company and FMS to Closing, Company has caused cause PriceWaterhouseCoopers LLP to be prepared prepare and delivered deliver to Buyer a certificate signed by Company’s chief and to Sellers' Representative consolidated financial officer containing a calculation of Company’s estimation of statements (ithe "CLOSING FINANCIAL STATEMENTS") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company Acquired Companies as of the Closing Date, including which shall include a computation Balance Sheet of the Working Capital Acquired Companies as of the Closing DateDate (THE "CLOSING BALANCE SHEET") and schedules calculating the amount of the Adjustment Amount and setting forth such calculations in reasonable detail (collectively, the "ADJUSTMENT AMOUNT DOCUMENTS"). Buyer will deliver Reserves or accruals (the "RESERVE") on the Closing Working Capital Statement Financial Statements shall exist for potential or contingent liabilities in aggregate amount equal to Parent within sixty the greater of (60i) consecutive $7,500,000 or (ii) the amount required to be recorded for the Reserve in accordance with GAAP. The parties shall consult with one another and PriceWaterhouseCoopers LLP and cooperate with each other and with PriceWaterhouseCoopers LLP in the preparation of the Adjustment Amount Documents in accordance with this Section 2.7, and Buyer shall cause the Company and FMS to cause PriceWaterhouseCoopers LLP to provide access to such working papers and information relating to the preparation thereof as reasonably requested by the parties. Buyer, on the one hand, and Sellers, on the other hand, shall share equally all expenses of PriceWaterhouseCoopers LLP incurred in connection with the preparation of the Adjustment Amount Documents and determination of the Adjustment Amount. (b) Within thirty (30) days after delivery of the Closing DateAdjustment Amount Documents to Buyer and Sellers' Representative, Buyer and Sellers' Representative may dispute all or any portion of the Adjustment Amount Documents by giving written notice (a "NOTICE OF DISAGREEMENT") to Sellers' Representative or Buyer, respectively, and to PriceWaterhouseCoopers LLP setting forth in reasonable detail the basis for any such dispute (any such dispute being hereinafter called a "DISAGREEMENT"). The Working Capital parties shall promptly commence good faith negotiations with a view to resolving all such Disagreements. If neither Buyer nor Sellers' Representative provides a Notice of Disagreement to the other within the thirty (30) day period set forth in this subsection (b), the parties shall be deemed to have accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth Adjustment Amount Documents in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as form delivered to the Closing Working Capital Statement as promptly as possible after its engagement them by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerPriceWaterhouseCoopers LLP. (c) The parties hereto agree that If only Buyer shall deliver a Notice of Disagreement and Sellers' Representative does not dispute all or any portion of such Notice of Disagreement by giving written notice to Buyer setting forth in reasonable detail the basis for purposes such dispute within thirty (30) days following the delivery of determining and comparing the Closing Working Capital Statementsuch Notice of Disagreement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 Sellers shall be used and that there will be no changes deemed to have irrevocably accepted the Adjustment Amount Documents as a result of fluctuations modified in the exchange ratemanner described in the Notice of Disagreement. If only Sellers' Representative shall deliver a Notice of Disagreement and Buyer does not dispute all or any portion of such Notice of Disagreement by giving written notice to the Sellers' Representative setting forth in reasonable detail the basis for such dispute within thirty (30) days following the delivery of such Notice of Disagreement, Buyer shall be deemed to have irrevocably accepted the Adjustment Amount Documents as modified in the manner described in the Notice of Disagreement. (d) Within ten If (10i) Business Days both Buyer and Sellers' Representative deliver a Notice of Disagreement within the thirty (30) day period set froth in the preceding subsection (b) or (ii) Buyer or Sellers' Representative shall dispute a Notice of Disagreement delivered by the other within the thirty (30) day period set forth in the preceding subsection (c), and within thirty (30) days following the delivery to Buyer or Sellers' Representative, as the case may be, of the notice of such dispute, Sellers' Representative and Buyer do not resolve the Disagreement (as evidenced by a written agreement between them), in each case such Disagreement shall thereafter be referred to Deloitte & Touche LLP (the "INDEPENDENT ACCOUNTING FIRM") for a resolution of such Disagreement in accordance with the terms of this Agreement. The determinations of the Independent Accounting Firm with respect to any Disagreement shall be rendered within thirty (30) days after referral of the Working Capital calculation becomes Disagreement to such firm or as soon thereafter as reasonably possible, shall be final and binding on upon the parties, (A) if the Working Capital is negative, Parent amount so determined shall pay such be used to complete the final Adjustment Amount to Buyer by wire transfer Documents and the parties agree that the procedures set forth in immediately available funds this Section 2.7 shall be the sole and exclusive remedy with respect to the extent determination of the Adjustment Amount. Buyer and Sellers' Representative shall use their Best Efforts to cause the Independent Accounting Firm to render its determination within the thirty (30) day period described in the previous sentence, and each shall cooperate with the Independent Accounting Firm and provide the Independent Accounting Firm with access to the books, records, personnel and representatives of it and such amount was not already deducted from other information as such firm may require in order to render its determination. All of the Purchase Price fees and expenses of any Independent Accounting Firm retained pursuant to Section 2.6(athis subsection (d) shall be shared equally by Buyer, on the one hand, and (B) if Sellers, on the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available fundsother hand. (e) For purposes of calculating Working Capital and Promptly after the Adjustment Amount pursuant to Documents have been finally determined in accordance with subsections (a), (b), (c) and (d) of this Section 2.62.7 (including by means of a deemed acceptance of such documents by Buyer or by Sellers' Representative as provided in subsections (b) and (c), the following items shall not be included respectively), but in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within no event later than ten (10) consecutive business days following such final determination (the end "SUPPLEMENTAL CLOSING DATE"), the parties hereto shall hold a supplemental closing (the "SUPPLEMENTAL CLOSING"), either by telephone or in person at a mutually convenient location. If the Adjustment Amount is greater than the Estimated Adjustment Amount, Buyer shall deliver, or shall cause to be delivered, to each Seller on the Supplemental Closing Date an amount in cash equal to such Seller's portion of the month difference (allocated in which the proportions set forth in Part 2.5(b)(i) of the Sellers Disclosure Schedule) by check or Wire Transfer as set forth in instructions from such payment Seller. If the Adjustment Amount is receivedless than the Estimated Adjustment Amount, without interesteach Seller shall deliver to Buyer on the Supplemental Closing Date an amount in cash equal to such Seller's portion of the difference (allocated in the proportions set forth in Part 2.5(b)(i) of the Sellers Disclosure Schedule) by Wire Transfer. In any case, the amount payable at the Supplemental Closing shall be accompanied by interest thereon calculated at the Prime Rate compounded daily for the period from the Closing Date up to but not including the Supplemental Closing Date.

Adjustment Procedure. (a) Prior Sellers will prepare and will cause the Company's certified public accountants to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as prepare an unaudited balance sheet of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing DateJuly 31, 2000 ("ADJUSTMENT DATE BALANCE SHEET"), including a computation of the Working Capital net worth as of July 31, 2000, and a statement of the Closing DateEnterprise Deferred Revenue Adjustment Amount. Buyer Sellers will deliver the Closing Working Capital Statement Adjustment Date Balance Sheet, together with the statement of the Enterprise Deferred Revenue Adjustment Amount, to Parent within sixty (60) consecutive thirty days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and bindingIf, unless Parent shall give written notice to Buyer within thirty days following delivery of the items Adjustment Date Balance Sheet and statement of Enterprise Deferred Revenue Adjustment Revenue Amount, Parent has not given Sellers notice of Parent's objection to the Adjustment Date Balance Sheet in accordance with which Parent disagrees GAAP (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent such notice must contain a statement of the Closing Working Capital Statement (basis of Parent's objection) or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof)statement of Enterprise Deferred Revenue Adjustment Amount, then the dollar amount of net worth reflected in the disagreement. Buyer Adjustment Date Balance Sheet and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters Enterprise Deferred Revenue Adjustment Amount set forth in the Disagreement Notice. The Unaffiliated Firm shall statement thereof will be used in computing the Adjustment Amount. (ib) resolve On the disagreement as to tenth business day following the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its final determination of the Working CapitalAdjustment Amount, which adjustments shall be no more favorable if the Adjustment Amount is greater than zero, Parent will pay to Buyer than reflected in Sellers the Closing Working Capital StatementAdjustment Amount (with Chu receiving 40%, King receiving 50% and Novax receiving 10%), and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital Adjustment Amount is negativeless than zero, Parent shall deliver written instructions to the Escrow Agent to pay the Parent such amounts from the General Account of the Escrow Fund until the Adjustment Amount has been paid in full. All payments will be made together with interest at the Escrow Agent's prime rate of interest as announced from time to Buyer by wire transfer in immediately available funds to time, compounded daily beginning on the extent such amount was not already deducted from Closing Date and ending on the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer date of payment. Payments must be made in immediately available funds. (ec) For purposes If Parent gives notice of calculating Working Capital objection under Section 2.11(a) or if Sellers object to Parent's notice under Section 10.10, then the issues in dispute will be submitted to Granx Xxxxxxxx XXX or such other independent and reputable accounting firm as is mutually agreeable to Parent and Sellers' Representative and which has not worked for any of Parent, Company, Sellers or Surviving Corporation, or any affiliate of any of them, within three years prior to the Adjustment Amount pursuant date of the dispute (the "ACCOUNTANTS"), for resolution. If issues in dispute are submitted to this Section 2.6the Accountants for resolution, the following items shall not be included in the calculation of current assets: (i) Fees to be paid each party will furnish to the Company by Xxxxxxxxx 3G UK Limited pursuant Accountants such workpapers and other documents and information relating to an oral agreement confirmed in an email dated October 21the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), 2004, for and will be afforded the provision of support opportunity to present to the Accountants any material relating to the determination and maintenance services for to discuss the month of October by determination with the Company in the approximate net amount of £98,000; Accountants; (ii) Any amount of unreceived rent (approximately £37,000) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be returned to binding and conclusive on the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, Englandparties; and and (iii) The T-Mobile Receivable (as defined below)Parent and Sellers will each bear 50% of the fees of the Accountants for such determination. (fd) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount For all purposes of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and this Section 2.11, Parent shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees entitled to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments deal exclusively with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestand rely exclusively upon Sellers' Representative.

Adjustment Procedure. (a) Prior Seller or the Affiliates shall deliver to ClosingBuyer, Company has caused not less than three (3) Business Days prior to be prepared and delivered to Buyer the Closing Date, a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of Seller (i) the Working Capital as "Pre-Closing Adjustment Certificate"), which shall specify Seller's good faith estimate of the close of Company’s business on Adjustment Amount and the day immediately preceding resulting Cash Portion Increase Amount or Cash Portion Decrease Amount ("Seller's Estimated Adjustment") accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer shall have the right to challenge the calculations set forth therein if Buyer believes, in good faith, that they are in error. Buyer and Seller shall, in good faith, attempt to resolve any dispute with respect to the Pre-Closing Adjustment Certificate prior to the Closing Date. If such dispute is not resolved at or prior to the Closing, the Closing shall proceed notwithstanding such dispute, and payment of the portion of the Cash Portion calculated by Seller but disputed by Buyer shall be paid by Buyer into the Escrow as provided in Section 2.4 (ii) the "Dispute Escrow Portion"), and the amount to be paid to Seller at Closing shall be the undisputed amount of Seller's Estimated Adjustment. The disposition of the Dispute Escrow Portion shall be governed by the Escrow Agreement, which shall provide, among other things, for release of such Dispute Escrow Portion upon resolution of the dispute as to the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company As soon as of the Closing Datepracticable, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within but no later than sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount deliver to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assetsSeller: (i) Fees to be paid to a calculation of the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000Net Working Capital; (ii) Any a calculation of the amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, EnglandApproved Capital Expenditures; and (iii) a calculation of the Adjustment Amount and related Cash Portion Increase Amount or Cash Portion Decrease Amount ("Post-Closing Adjustment Certificate"). (c) Seller shall have full right to review and verify the information delivered pursuant to Section 2.9(b). If Seller disputes the calculation of any component of the Post-Closing Adjustment Certificate, it shall so advise Buyer by written notice delivered within ten (10) days after receipt by Seller of the Post-Closing Adjustment Certificate. Buyer shall provide Seller with reasonable access, during regular business hours, to the books and records and other documents and data relating to the Post-Closing Adjustment Certificate, such rights of access to be exercised in a manner that does not interfere with the operations of Buyer. If Seller and Buyer are unable to resolve such dispute within fifteen (15) days after the date of such notice of dispute, then at the request of either party, the issues outstanding in such dispute shall be resolved by Alexander, Van Loon, Sloan, Levens, & Favre, PLLC (the "Designxxxx Xxxxxxxxxt"), and the determination of the Adjustment Amount and related Cash Portion Increase Amount or Cash Portion Decrease Amount by the Designated Accountant shall be conclusive and final and binding on the parties hereto. (d) If Alexander, Van Loon, Sloan, Levens, & Favre, PLLC declines to xxx xx xxx Xxxignated Accountant, and the parties hereto are unable to agree upon another firm to act as Designated Accountant within twenty (20) days of Alexander, Van Loon, Sloan, Levens, & Favre, PLLC notifying the xxxxxxx xxxx it is unable or unwilling to act in such capacity, then either Seller or Buyer may request the American Arbitration Association ("AAA") to designate a firm of certified public accountants to act as the Designated Accountant. If the AAA is unable to designate a firm of certified public accountants that will act as the Designated Accountant within sixty (60) days of being requested to do so, then the Adjustment Amount shall be determined by a single arbitrator appointed by the AAA upon application of either party and pursuant to an arbitration proceeding in New York, New York, held in accordance with the then applicable rules of the AAA. The Tcost of retaining the Designated Accountant, such firm of certified public accountants and such arbitrator, if applicable, shall be borne one-Mobile Receivable half by Seller or either Affiliate on the one hand, and one-half by Buyer on the other hand. The determination by the Designated Accountant or such firm or arbitrator of the Adjustment Amount and related Cash Portion Increase Amount or Cash Portion Decrease Amount shall be conclusive and not subject to dispute or review, and judgment thereon may be entered in any court of competent jurisdiction. (e) If the Adjusted Cash Portion, either as defined belowagreed to by Seller and Buyer, or as determined pursuant to Section 2.9(c) or 2.9(d), as the case may be, shall be less than the estimate of the Adjusted Cash Portion set forth in the Pre-Closing Adjustment Certificate, then all or a portion of the Dispute Escrow Portion shall be returned to Buyer (together with interest accrued thereon) up to the amount of such difference, and any remaining amount of the Dispute Escrow Portion (together with interest accrued thereon) shall be paid to Seller. However, if the Dispute Escrow Portion shall be less than the amount of such difference, then Seller shall be obligated to pay the amount of such deficiency to Buyer. Any payment made hereunder shall be made in immediately available funds within three (3) Business Days after the final Adjusted Cash Portion has been so agreed or determined. (f) The parties acknowledge If the final Adjusted Cash Portion, either as agreed to by Seller and agree that Buyer, or as determined pursuant to Section 2.9(c) or 2.9(d), as the receivable associated case may be, shall be greater than the amount of the estimated Adjusted Cash Portion as agreed to by Buyer for purposes of the payments at Closing to Seller pursuant to Section 2.4, then there shall be paid to Seller, out of the Dispute Escrow Amount (together with interest accrued therein), such amount as shall cause the T-Mobile Bought Team October Services aggregate of the Cash Portion amounts paid to Seller at Closing plus the amounts payable under this Section 2.9(f) in respect of the Cash Portion to equal the final Adjusted Cash Portion minus the Escrow, and any remaining amount of the Dispute Escrow Amount (together with accrued interest theron) shall be paid to Buyer. However, if the Dispute Escrow Amount shall be insufficient to result in the approximate required amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees being paid to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile ReceivableSeller, then Buyer shall pay Parent to Seller an amount equal to the remaining amount Company received due to Seller. Any payment made hereunder shall be made in respect of immediately available funds within three (3) Business Days after the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestfinal Adjusted Cash Portion has been so agreed or determined.

Adjustment Procedure. (a) Prior The Company will prepare and will cause Deloitte & Touche LLP ("D&T"), Buyer's certified public accountants, to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) audit the Working Capital as balance sheet of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“the "Closing Working Capital Statement”) of Company as of the Closing DateBalance Sheet"), including a computation of the Working Capital Net Assets as of the Closing Date. Buyer The Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied on the same basis as the Company's financial statements for the year ended December 31, 1997. The following specific policies will deliver be followed in preparing the Closing Working Capital Statement to Parent within sixty (60) consecutive days after computation of Net Assets as of the Closing Date. : (i) The Working Capital fair market value of the Common Stock as of the date of the grant for all of the Options granted to the various employees during 1995 and 1996 shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer be equal to the original capital contributed by the stockholders of the items Company on the day the Company began operations (i.e., $100 per share); (ii) Accrued vacation pay for salaried employees will not be accrued; (iii) The purchase accounting allocations in the February 10, 1995 opening balance sheet including costs allocated to intangible assets and property plant and equipment will not be adjusted; (iv) Stores and supplies inventory will not be capitalized; and (v) The ratable portion of the 1999 Alabama franchise taxes shall be accrued; (vi) All unpaid costs and expenses associated with which Parent disagrees this transaction that the Company will pay on behalf of the Sellers (“Disagreement Notice”including all legal, accounting, broker, finder and investment banker fees) within twenty shall be accrued other than Professional Fees paid at Closing; (20vii) consecutive days after The approximate $160,000 liability related to remaining tax liabilities assumed with respect to Simetco as set forth on SCHEDULE 5.17 shall be accrued; (viii) To the receipt by Parent extent deferred tax assets as of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof)Date exceed such assets as of December 31, 1997, the dollar excess, if any, will not be recorded; and (ix) An amount equal to the tax refund receivable as a result of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer carryback of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect tax losses will be reflected as a liability payable to the Sellers and the corresponding refund will be reflected as an asset. (b) The Closing Working Capital Statement Balance Sheet will further include all accruals and Working Capital calculation. If at the pre-paid expenses that would normally be included pursuant to year-end of such twenty (20) consecutive daysclosing procedures calculated on a pro rata basis from January 1, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to 1998 through the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerDate. (c) The parties hereto agree that Closing Balance Sheet will include an accrual for purposes of determining compensation to employees for the special one time bonus (the "Bonus") equal to $1,486,000 or such other amount as may be agreed upon by the Buyer and comparing the Closing Working Capital Statement, as finally determined pursuant Sellers prior to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rateClosing. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such The Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from will be finalized, and the Purchase Price pursuant to Section 2.6(a) will be adjusted as provided for in Sections 2.3, 4.3 and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds4.4. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. Sellers will prepare and will cause Amyot Exco, the Company's certified public accountants, to audit consolidated financial statements (a"Closing Financial Statements") Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) and for the period from the date of Company as of the Balance Sheet through the Closing Date, including a computation of the Working Capital as of the Closing Datean updated asset list. Buyer Sellers will deliver the Closing Working Capital Statement Financial Statements to Parent Buyer within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) If within twenty (20) consecutive thirty days after the receipt by Parent following delivery of the Closing Working Capital Statement (or the due date thereof if Financial Statements, Buyer has not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount given Sellers notice of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect its objection to the Closing Working Capital Statement and Working Capital calculationFinancial Statements (such notice must contain a statement of the basis of Buyer's objection), then the reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If at Buyer gives such notice of objection, then the end of issues in dispute will be submitted to KPMG (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such twenty (20) consecutive days, Buyer workpapers and Parent have been unable other documents and information relating to resolve their disagreements, either Buyer the disputed issues as the Accountants may request and are available to that party or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP its Subsidiaries (or such other Person mutually agreed its independent public accountants), and will be afforded the opportunity to in writing present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the partiesAccountants, the “Unaffiliated Firm”) to resolve the matters as set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as a notice delivered to the Closing Working Capital Statement as promptly as possible after its engagement both parties by the Accountants, will be binding and conclusive on the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, ; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in Buyer will bear the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review fees of the items in Accountants for such determination. On the Disagreement Notice as promptly as practicable and shall include in such report its tenth business day following the final determination of the Working CapitalAdjustment Amount, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price is greater than the aggregate of the payments made pursuant to Section 2.6(a) Sections 2, Buyer will pay the difference to Sellers, and (B) if the Working Capital Purchase Price is positiveless than such aggregate amount, Sellers will pay the difference to Buyer shall pay such Adjustment Amount to Parent by wire transfer Payments must be made in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant . Payments to this Section 2.6, the following items shall not Sellers must be included made in the calculation of current assets: manner and will be allocated in the proportions set forth in Section 2.4(b) (i) Fees ). Payments to Buyer must be paid made by wire transfer to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (such bank account as defined below)Buyer will specify. (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior Sellers will prepare and will cause , the Company's certified public accountants, to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief audit consolidated financial officer containing a calculation of Company’s estimation of statements (i"Closing Financial Statements") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) and for the period from the date of Company as of the Balance Sheet through the Closing Date, including a computation of the Working Capital consolidated stockholders' equity as of the Closing Date. Buyer Sellers will deliver the Closing Working Capital Statement Financial Statements to Parent Buyer within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) If within twenty (20) consecutive thirty days after the receipt by Parent following delivery of the Closing Working Capital Statement (or the due date thereof if Financial Statements, Buyer has not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount given Sellers notice of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect its objection to the Closing Working Capital Statement and Working Capital calculation. If at the end of Financial Statements (such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent notice must contain a report of its review statement of the items in basis of Buyer's objection), then the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than consolidated stockholders' equity reflected in the Closing Working Capital StatementFinancial Statements will be used in computing the Adjustment Amount. If Xxxxx gives such notice of objection, then the issues in dispute will be submitted to , certified public accountants (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and no more favorable will be afforded the opportunity to Parent than reflected in present to the Disagreement Notice. The determinations so made Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital StatementAccountants, as finally determined pursuant set forth in a notice delivered to this Section 2.6(b)both parties by the Accountants, with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final binding and binding conclusive on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below)Buyer and Sellers will each bear 50% of the fees of the Accountants for such determination. (fb) The parties acknowledge On the tenth business day following the final determination of the Adjustment Amount, if the Purchase Price is greater than the aggregate of the payments made pursuant to Sections 2.4(b)(i) and agree that 2.4(b)(iii) and the receivable associated aggregate principal amount of the Promissory Notes, Buyer will pay the difference to Sellers, and if the Purchase Price is less than such aggregate amount, Sellers will pay the difference to Buyer. All payments will be made together with interest at % compounded daily beginning on the T-Mobile Bought Team October Services Closing Date and ending on the date of payment. Payments must be made in immediately available funds. Payments to Sellers must be made in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement manner and shall will be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable allocated in the same manner it collects its other accounts receivablesproportions set forth in Section 2.4(b)(i). If the Company receives any payments with respect Payments to the T-Mobile Receivable, Buyer shall pay Parent an amount equal must be made by wire transfer to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestbank account as Buyer will specify.

Adjustment Procedure. (a) Prior At least three (3) Business Days prior to Closingthe Closing Date, the Company has caused to be shall have prepared and delivered to the Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) an estimate of the Working Capital balance sheet of the Company as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, Closing Date (the “Estimated Closing Working Capital StatementBalance Sheet”). As required by Section 2.2 of this Agreement, the cash portion ) with supporting detail and (ii) a certificate of the Purchase Price to be paid in accordance with Section 2.4(b)(iCompany containing (A) the Company’s calculation of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”), prepared in accordance with GAAP applied on a basis consistent with the Financial Statements, (B) an estimate of all Funded Indebtedness (“Estimated Funded Indebtedness”) and (C) an estimate of Transaction Expenses paid by the Company on or prior to the Closing Date. The Buyer will deliver shall review the Estimated Closing Balance Sheet and all supporting documentation and the parties shall resolve in good faith any disagreements concerning the Estimated Net Working Capital Statement prior to Parent within sixty Closing. (60b) consecutive The “Estimated Purchase Price” shall be $100,000,000 minus (i) Estimated Funded Indebtedness plus or minus (ii) the amount by which Estimated Net Working Capital is positive or negative. Such adjustments shall be calculated based on the Estimated Closing Balance Sheet and the certificate delivered pursuant to subsection (a) above. (c) Within 90 days after the Closing Date, the Buyer will prepare and deliver to the Selling Parties’ Representative (i) an unaudited balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”) and (ii) a certificate of the Buyer (the “Adjustment Certificate”) containing Buyer’s calculation of the Net Working Capital as of the Closing Date (the “Closing Date Net Working Capital”), the difference between the Closing Date Net Working Capital and the Estimated Net Working Capital, and all Funded Indebtedness (“Closing Date Funded Indebtedness”). The Purchase Price shall be adjusted as follows: (i) increased by the amount by which Closing Date Net Working Capital exceeds Estimated Net Working Capital; (ii) decreased by the amount by which Estimated Working Capital exceeds Closing Date Working Capital, (iii) increased by the amount by which Estimated Funded Indebtedness exceeds Closing Date Funded Indebtedness, and (iv) decreased by the amount by which Closing Date Funded Indebtedness exceeds Estimated Funded Indebtedness (the sum of the foregoing adjustments, the “Adjustment Amount”). The Closing Balance Sheet and the Closing Date Net Working Capital shall be deemed accepted prepared in accordance with GAAP applied on a basis consistent with the Financial Statements. The Buyer and conclusive the Company will make available to the Selling Parties’ Representative all books, records, and binding, unless Parent shall give written notice personnel relating to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent preparation of the Closing Working Capital Statement Balance Sheet during normal business hours that the Selling Parties’ Representative may reasonably require in order to analyze the Closing Balance Sheet. The Closing Balance Sheet, the Adjustment Certificate and the Adjustment Amount will be considered final and binding unless the Selling Parties’ Representative objects in writing thereto within 20 days after delivery of the Adjustment Certificate (or the due date thereof if not so deliveredan “Objection Notice”). The Disagreement Objection Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of reasonable detail the items in the Disagreement Notice as promptly as practicable Closing Balance Sheet to which the Selling Parties’ Representative objects and shall include in provide a summary of reasons for such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rateobjections. (d) Within ten (10) Business Days If the Selling Parties’ Representative makes a timely objection to the Adjustment Certificate, the Selling Parties’ Representative and the Buyer shall use good faith efforts to settle such dispute and reach a written agreement with respect to such dispute. If the Selling Parties’ Representative and the Buyer are unable to enter into a settlement within 30 days after the Working Capital calculation becomes final Selling Parties’ Representative delivers the written objection under this Section 2.6, then the Selling Parties’ Representative and the Buyer shall select an independent accounting firm of recognized national standing (or, if the Selling Parties’ Representative and the Buyer cannot agree upon a selection, they shall select such accounting firm by lot from among the four largest accounting firms in the United States; provided that such selected accounting firm shall not at the time of selection be performing, or at any time during the three years preceding such selection have performed, services for the Sellers, the Company or the Buyer) that shall be instructed jointly by the Selling Parties’ Representative and the Buyer to resolve such dispute as promptly as possible. The Buyer and the Selling Parties’ Representative shall cooperate fully with the accounting firm so as to enable it to make such determination as quickly and as accurately as practicable. The Buyer and the Selling Parties’ Representative shall instruct the accounting firm not to assign a value greater than the greatest value for any item assigned by the Buyer, on the one hand, or the Selling Parties’ Representative, on the other hand, or less than the smallest value for such item assigned by the Buyer, on the one hand, or the Selling Parties’ Representative, on the other hand. The accounting firm shall base its decision solely upon the presentations of the Buyer and the Selling Parties’ Representative delivered to the accounting firm and not upon an independent review. The independent accounting firm shall deliver a determination as to the Adjustment Amount, and such determination shall be conclusive and binding upon the parties for purposes of this Agreement. The Adjustment Amount and the determination thereof shall be (i) in writing, (ii) made in accordance with GAAP and (iii) nonappealable and incontestable by the Sellers and the Buyer and not subject to collateral attack for any reason. The fees and costs of the independent accounting firm incurred in the resolution of any items in dispute shall be reasonably determined by the independent accounting firm and set forth in the accountant’s adjustment determination, and shall be allocated between and paid by the Sellers, on the partiesone hand, (A) if and the Working Capital is negativeBuyer, Parent shall pay such Adjustment Amount to Buyer by wire transfer on the other hand, in immediately available funds inverse proportion to the extent such amount was not already deducted from they prevailed on the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer items in immediately available fundsdispute. (e) For purposes On the fifth Business Day following the final determination of calculating Working Capital and the Adjustment Amount in accordance with Section 2.6(d), (i) if the Adjustment Amount is positive, the Buyer will pay the Adjustment Amount to the Sellers; and (ii) if the Adjustment Amount is negative, the Selling Parties’ Representative will instruct the Escrow Agent to pay from the Escrow Amount the Adjustment Amount to the Buyer. All payments made pursuant to this Section 2.62.6(e) will be made together with interest, at the following items shall not be included in same rate of interest then being earned on the calculation of current assets: (i) Fees to be paid Escrow Amount, calculated from the Closing Date to the Company by Xxxxxxxxx 3G UK Limited date of the payment. Payments will be made in immediately available funds. Payments to the Sellers pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October this Section 2.6(d) shall be made by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned wire transfer to the Company upon renewal of the lease by Picochip, a subtenant Purchase Price Bank Account(s) in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated accordance with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statementeach Seller’s Allocable Portion. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect Payments to the T-Mobile Receivable, Buyer shall pay Parent an amount equal will be made by wire transfer to such bank account as the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestBuyer will specify.

Adjustment Procedure. (a) Prior Buyer will prepare and may, at Buyer's expense, cause PricewaterhouseCoopers, LLP, the Company's certified public accountants, to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief audit consolidated financial officer containing a calculation of Company’s estimation of statements (i"Closing Financial Statements") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) and for the period from the date of Company as of the Balance Sheet through the Closing Date, including a computation of the Working Capital Company's consolidated net worth and a calculation of the Adjustment Amount, if any, as defined in Section 2.5, all in accordance with GAAP as of the Closing Date. The Closing Financial Statements shall include reasonable and adequate reserves for all unliquidated, disputed or otherwise non-quantifiable liabilities of the Company. Buyer will deliver the Closing Working Capital Statement Financial Statements to Parent Seller within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer Each of the items with which Parent disagrees Sellers shall have the right to object to the Closing Financial Statements and if the Closing Financial Statements are prepared by PricewaterhouseCoopers, LLP, Buyer shall also have the right to object thereto. Notice of any such objection must be given by the objecting party to all other parties hereto in writing within thirty (“Disagreement Notice”30) within twenty (20) consecutive days after the receipt by Parent following delivery of the Closing Working Capital Statement (or Financial Statements to the due date thereof if not so delivered)Sellers. The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount Any such notice must contain a statement of the disagreement. Buyer and Parent shall, during basis for the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect objection to the Closing Working Capital Statement and Working Capital calculationFinancial Statements. If at no such notice is timely given, the end Company's consolidated net worth and the Adjustment Amount, if any, reflected in the Closing Financial Statements shall be conclusive and binding on all of the parties. If any such twenty notice of objection is timely given, then the issues in dispute will be submitted to Xxxxxx Xxxxxxxx & Co. or, if Xxxxxx Xxxxxxxx & Co. is not available, Deloitte & Touche, certified public accountants (20the "Accountants"), for resolution. Such resolution shall be by written determination of the Accountants, delivered to the parties within ninety (90) consecutive daysdays following submission of the dispute to the Accountants. If issues in dispute are submitted to the Accountants for resolution, Buyer (i) each party will furnish to the Accountants such workpapers and Parent have been unable other documents and information relating to resolve their disagreements, either Buyer or Parent the disputed issues as the Accountants may engage, on behalf of Buyer request and Parent, Xxxxx Xxxxxxxx LLP are available to that party (or such other Person mutually agreed its independent public accountants), and will be afforded the opportunity to in writing present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the partiesAccountants, the “Unaffiliated Firm”) to resolve the matters as set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as a notice delivered to the Closing Working Capital Statement as promptly as possible after its engagement all parties by the Accountants, will be binding and conclusive on the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, ; and (iii) Sellers, collectively, and Buyer will each bear 50% of the fees of the Accountants for such determination. Sellers' share of the fees shall otherwise employ be paid first from the funds deposited into the trust established pursuant to Section 2.4(b)(iii) and, if the amounts in said trust after deduction and payment of the portion, if any, thereof ultimately determined to belong to Buyer, are insufficient, Sellers' share of such procedures as itfees shall be paid from the funds deposited into Escrow pursuant to Section 2.4(b)(ii). (b) On the tenth business day following the final determination of the Adjustment Amount, if the Purchase Price is greater than the aggregate of the payments made pursuant to Sections 2.4(b)(i) and 2.4(b)(ii), Xxxxxx & Xxxxx, X.X. shall release from its trust account, established pursuant to 2.4(b)(iii), the difference to Sellers and shall release any remaining balance to Buyer, all pursuant to the trust agreement in it sole discretionthe form of Exhibit 2.4(b)(iii) If all of the $875,000 held in said trust account becomes payable to Sellers pursuant to the foregoing provisions, deems all earnings thereon shall be released to Sellers, and if only a portion of the $875,000 becomes payable to Sellers, a portion of the earnings on the $875,000 deposited into such trust account shall be released to Sellers, which portion shall be calculated by multiplying the earnings by a fraction, the numerator of which shall be the difference between the Purchase Price and the amount paid at Closing pursuant to Sections 2.4(b)(i) and 2.4(b)(ii) and the denominator of which shall be $875,000. In the latter event, the remaining balance of such earnings shall be released to Buyer. If the Purchase Price is less than the aggregate amount paid at Closing pursuant to Sections 2.4(b)(i) and 2.4(b)(ii), Xxxxxx & Xxxxx X.X. shall release from its trust account to Buyer the $875,000 deposited into such trust account pursuant to Section 2.4(b)(iii) together with all earnings therein. To the extent the Purchase Price is less than the sum of the amounts paid or deposited pursuant to Sections 2.4(b)(i), 2.4(b)(ii) and 2.4(b)(iii) and the difference is more than the $875,000 deposited pursuant to Section 2.4(b)(iii), Buyer may recover said difference from the funds deposited into Escrow pursuant to Section 2.4(b)(ii) and Sellers shall be obliged to take all actions necessary or appropriate in to cause such funds to be released to Buyer. If the circumstances with regard to Purchase Price is more than the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review sum of the items in amounts paid or deposited pursuant to Sections 2.4(b)(i), 2.4(b)(ii) and 2.4(b)(iii), the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments difference shall be no more favorable paid by Buyer to Buyer than reflected in Sellers, together with interest at 9% per annum compounded daily beginning on the Closing Working Capital Statement, Date and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding ending on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount date of payment. Any payments to Buyer by wire transfer Sellers must be made in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included made in the calculation of current assets: (i) Fees to manner and will be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company allocated in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant proportions set forth in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined belowSection 2.4(b)(i). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior to Closing, Buyer shall prepare a consolidated balance sheet of Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding Closing Date (the Closing“Closing Balance Sheet”) in accordance with GAAP. Buyer shall deliver the Closing Balance Sheet and the determination of the Adjustment Amount to Seller within ninety (90) days following the Closing Date. (b) Upon execution of such access letters as may be reasonably required by Buyer, Seller and its Representatives shall, during reasonable business hours, be given reasonable access to (and copies of) all Buyer’s and its Representatives’ books, records, and other documents, including work papers, worksheets, notes, and schedules, used in preparation of the Closing Balance Sheet and the determination of the Adjustment Amount, for the purpose of reviewing the Closing Balance Sheet and determination of the Adjustment Amount, in each case, other than certain work papers that Buyer considers proprietary, such as internal control documentation, engagement planning, time control and audit sign off, and quality control work papers. (c) If within 30 days following delivery of the Closing Balance Sheet and the determination of the Adjustment Amount to Seller, Seller has not given Buyer notice of an objection as to any amounts set forth on the Closing Balance Sheet or the determination of the Adjustment Amount (which notice shall state in reasonable detail the basis of Seller’s objections and Seller’s proposed adjustments (the “Objection Notice”)), the Closing Balance Sheet and the determination of the Adjustment Amount as prepared by Buyer will be final, binding, and conclusive on the Parties. (d) If Seller timely gives Buyer an Objection Notice and if Seller and Buyer fail to resolve the issues raised in the Objection Notice within 30 days after giving the Objection Notice, Seller and Buyer shall submit the issues remaining in dispute for resolution to an independent PCAOB registered accounting firm mutually selected by them and with respect to which no party hereto has had any relationship in the past three years (the “Independent Accountants”). (e) The Parties shall negotiate in good faith in order to seek agreement on the procedures to be followed by the Independent Accountants, including procedures with regard to the presentation of evidence. If the Parties are unable to agree upon procedures within 10 days of the submission to the Independent Accountants, the Independent Accountants shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either Buyer or Seller. The Independent Accountants shall be directed to resolve only those issues in dispute and render a written report on their resolution of disputed issues with respect to the Closing Balance Sheet and the resulting Adjustment Amount as promptly as practicable, but no later than 60 days after the date on which the Independent Accountants are engaged. The determination by the Independent Accountants will be based solely on written submissions of Buyer, on the one hand, and Seller, on the other hand, and will not involve independent review. Any determination of the Closing Balance Sheet or the Adjustment Amount by the Independent Accountants will not be outside the range established by the amounts in (i) the Closing Balance Sheet and the determination of the Adjustment Amount proposed by Buyer, and (ii) Seller’s proposed adjustments thereto. Such determination will be final, binding, and conclusive on the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable Parties as of the Closing Date shall be deemed to be $0date of the determination notice sent by the Independent Accountants. (bf) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect If issues are submitted to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that Independent Accountants for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assetsresolution: (i) Fees Seller and Buyer shall execute any agreement required by the Independent Accountants to be paid to the Company by Xxxxxxxxx 3G UK Limited accept their engagement pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000Section 2.6(d); (ii) Any amount of unreceived rent (approximately £37,000) Seller and Buyer shall promptly furnish or cause to be returned furnished to the Company upon renewal of Independent Accountants such work papers and other documents and information relating to the lease by Picochipdisputed issues as the Independent Accountants may request and are available to that Party or its accountants or other Representatives, and shall be afforded the opportunity to present to the Independent Accountants, with a subtenant in copy to the Company offices located in Bathother Party, England; andany other written material relating to the disputed issues; (iii) The T-Mobile Receivable (determination by the Independent Accountants, as defined below).set forth in a report to be delivered by the Independent Accountants to both Seller and Buyer, will include the revised Closing Balance Sheet and Adjustment Amount, reflecting the changes required as a result of the determination made by the Independent Accountants; and (fiv) The parties acknowledge Seller and agree Buyer shall each bear one-half of the fees and costs of the Independent Accountants; provided, however, that the receivable associated with engagement agreement referred to in Section 2.6(f)(i) above may require the T-Mobile Bought Team October Services Parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the approximate event Seller or Buyer pay to the Independent Accountants any amount in excess of £145,000 (“Tone-Mobile Receivable”) has been excluded from the preparation half of the Estimated Closing Working Capital Statement fees and shall be excluded from costs of its engagement, the preparation of the Closing Working Capital Statement. Buyer other Party agrees to cause reimburse Seller or Buyer, as applicable, upon demand, to the Company extent required to use commercially reasonable efforts to collect equalize the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments made by Seller and Buyer with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect fees and costs of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestIndependent Accountants.

Adjustment Procedure. (a) Prior Buyer will prepare or will cause PricewaterhouseCoopers ("PWC") to Closingprepare a consolidated statement for working capital accounts (all current assets and current liabilities defined by GAAP, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of excluding debt or intercompany amounts) (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated "Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion ") of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation . The Closing Working Capital Statement will fairly present the current assets and current liabilities of the Working Capital Company as at the Closing Date (excluding debt or intercompany amounts), and will reflect the application of accounting principles consistent with those applied by the Company prior to the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent Seller within sixty (60) consecutive days after the Closing Date. The Date and shall cause PWC to allow Seller access to all information and documents upon which the Closing Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer Statement is based. If within thirty days following delivery of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent Closing Working Capital Statement, Seller has not given Buyer notice of its objection to the Closing Working Capital Statement (or such notice must contain a statement of the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereofbasis of Seller's objection), then the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than amounts reflected in the Closing Working Capital StatementStatement will be used in computing the Adjustment Amount. If Seller gives such notice of objection, then the issues in dispute will be submitted to Ernst & Young LLP, certified public accountants (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and no more favorable will be afforded the opportunity to Parent than reflected in present to the Disagreement Notice. The determinations so made Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Unaffiliated Firm shall Accountants, as set forth in a notice delivered to both parties by the Accountants, will be conclusive, binding on, and non-appealable by, conclusive on the parties hereto. The fees parties; and disbursements (iii) Buyer and Seller will each bear 50% of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyerfees of the Accountants for such determination. (cb) The parties hereto agree that for purposes On the tenth business day following the final determination of determining and comparing the Closing Working Capital StatementAdjustment Amount, as finally determined if the Purchase Price is greater than the payment made pursuant to this Section 2.6(b2.4(b), with Buyer will pay the Estimated Closing Working Capital Statementdifference to Seller, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital Purchase Price is negativeless than such aggregate amount, Parent shall Seller will pay such Adjustment Amount the difference to Buyer by wire transfer Buyer. Payment must be made in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available fundsto such bank account as the recipient will specify. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior The Majority Shareholders will prepare and will cause Xxxxxxx West & Co. LLP, the Company's certified public accountants, to Closing, review the balance sheet ("Closing Balance Sheet") of the Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close Closing Date. The Majority Shareholders will deliver the Closing Balance Sheet to Buyer within sixty days after the Closing Date. If within thirty days following delivery of Company’s business on the day immediately preceding Closing Balance Sheet, Buyer has not given the ClosingMajority Shareholders notice of its objection to the Closing Balance Sheet (such notice must contain a statement of the basis of Buyer's objection), and (ii) then the Shareholders' Equity reflected in the Closing Balance Sheet will be used in computing the Adjustment Amount, if any. If Buyer gives such notice of objection, then the issues in dispute will be submitted to KPMG Peat Marwick LLP, certified public accountants (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the “Estimated Closing Working Capital Statement”Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants). As required , and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by Section 2.2 of this Agreementthe Accountants, as set forth in a notice delivered to both parties by the cash portion Accountants, will be binding and conclusive on the parties; (iii) Buyer and the Majority Shareholders will each bear 50% of the Purchase Price to be paid fees of the Accountants if their determination results in accordance with Section 2.4(b)(ino Adjustment Amount; and (iv) Buyer or the Majority Shareholders, as applicable, will pay 100% of this Agreement will (x) be decreased by the estimated such fees if such determination results in a positive Adjustment Amount if the estimated or a negative Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0Amount, respectively. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as On the tenth business day following the final determination of the Closing DateAdjustment Amount, including a computation of if the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof)Adjustment Amount is negative, the dollar amount of Majority Shareholders shall pay the disagreement. Buyer and Parent shall, during Adjustment Amount to PCAC in the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters proportion set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and ParentSection 2.4 above, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital Adjustment Amount is negativepositive, Parent PCAC shall pay such the Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included Shareholders in the calculation proportion set forth in Section 2.4 above. Payments will be made by means of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision transfer of support and maintenance services for the month shares of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below)PCAC Preferred Stock valued at $100.00 per share. (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior The “Adjustment Amount” (which may be a positive or negative number) will be equal to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed the amount determined by Company’s chief financial officer containing a calculation of Company’s estimation of (i) subtracting the Reference Working Capital from the Working Capital as Capital. For purposes of the close of Company’s business on the day immediately preceding the Closing, and (ii) computing the Adjustment Amount, if any, (the “Estimated Closing Reference Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date Capital” shall be deemed to be $04,300,000. (b) Buyer will Representative shall prepare financial statements (or cause to be prepared) a working capital statement (the “Closing Working Capital StatementFinancial Statements”) of Company the Acquired Assets and Assumed Liabilities as of the Closing DateEffective Time. Buyer Representative shall then, including a computation of using the same methodology as was used to calculate the Estimated Working Capital, determine the Working Capital as of based upon the Closing DateFinancial Statements. Buyer will Representative shall deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted Financial Statements and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to Seller Representative within 90 days following the Closing Date. (c) If, within 30 days following delivery to Seller Representative of the Closing Financial Statements and, based thereon, Buyer Representative’s determination of Working Capital and the Adjustment Amount, Seller Representative has not given Buyer Representative written notice of Sellers’ objection to Buyer Representative’s determination of Working Capital and the Adjustment Amount (which notice shall state the basis of Seller Representative’s objection in reasonable detail), then Working Capital and the Adjustment Amount as so determined by Buyer Representative shall be binding and conclusive on the Parties. (d) If Seller Representative duly gives Buyer Representative such notice of objection, and if Seller Representative and Buyer Representative fail to agree on the Adjustment Amount within 30 days of Buyer Representative’s receipt of the objection notice from Seller Representative, either Seller Representative or Buyer Representative may at any time thereafter elect, by written notice to the other Party, to have the Adjustment Amount determined by the Independent Accountants. Upon delivery of such written notice, each of Seller Representative and Buyer Representative shall promptly (and, in any case, no later than 10 days thereafter) deliver to the Independent Accountants and to the other Party its proposed Closing Financial Statements and, based thereon, its determination of Working Capital and the Adjustment Amount. The Parties agree that they shall jointly instruct the Independent Accountants to (A) make their determination of the Working Capital and the Adjustment Amount based on their independent review (which will be in accordance with the guidelines and procedures set forth in this Section 2.6Agreement) and, at the Independent Accountants discretion, a one-day conference concerning the amount in dispute, at which conference each of Buyer Representative and Seller Representative shall have the right to present its respective position with respect to such dispute and have present its respective advisors, counsel and accountants, (B) render a final resolution in writing to Buyer Representative and Seller Representative (which final resolution shall be requested by Buyer Representative and Seller Representative to be delivered not more than 30 days following items submission of such disputed matters), which shall be final, conclusive and binding on the Parties with respect to the Working Capital and the Adjustment Amount as finally determined by the Independent Accountants, and (C) provide a written report to Buyer Representative and Seller Representative, if requested by either of them, which sets forth in reasonable detail the basis for the Independent Accountants’ final determination. No appeal from such determination shall be permitted. The fees and expenses of the Independent Accountants shall be allocated between Buyers, on the one hand, and Sellers on the other hand, based upon the percentage which (x) the portion of the Working Capital and Adjustment Amount in dispute not awarded to the Buyers bears to (y) the amount actually contested by the Sellers. For example, if Sellers claim the appropriate adjustment to the Working Capital is $100,000 greater than the amount determined by Buyer, and if the Independent Accountants ultimately resolve the objection by awarding to Sellers $20,000 of the $100,000 contested, then the fees and expenses of the Independent Accountants will be included in allocated 20% (i.e., 20,000/100,000 X 100) to Buyer and 80% to Sellers. Judgment upon any decision by the calculation of current assetsIndependent Accountants may be enforced by any court having jurisdiction thereof. (e) If the Adjustment Amount as finally determined is: (i) Fees less than the Estimated Adjustment Amount by an amount that is greater than $215,000, then: (1) the Purchase Price shall be decreased by the amount of such shortfall and (2) within three Business Days after such determination, at Buyer Representative’s sole discretion, either (a) Seller Representative and Buyer Representative shall issue joint written instructions to cause the Escrow Agent to distribute the amount of such shortfall to or as directed by Buyer Representative, on behalf of Buyers, in accordance with the Escrow Agreement or (b) Sellers shall pay or cause to be paid such deficiency to the Company or as directed by Xxxxxxxxx 3G UK Limited pursuant Buyer Representative, on behalf of Buyers, by wire transfer of immediately available funds to an oral agreement confirmed such bank account(s) as Buyer Representative shall specify to Seller Representative in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000writing; (ii) Any an amount that is not greater or less than the Estimated Adjustment Amount by an amount of unreceived rent $215,000, then (approximately £37,0001) the Purchase Price shall not be decreased or increased by any amount and (2) no payment shall be made to be returned or on behalf of Buyers or Sellers pursuant to the Company upon renewal this Section 2.8 or otherwise on account of the lease by Picochip, a subtenant in the Company offices located in Bath, EnglandAdjustment Amount; andor (iii) The T-Mobile Receivable greater than the Estimated Adjustment Amount by an amount that is greater than $215,000, then (as defined below). (f1) The parties acknowledge and agree that the receivable associated with Purchase Price shall be increased by the T-Mobile Bought Team October Services in the approximate amount of £145,000 such excess and (“T-Mobile Receivable”2) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees Buyers shall, within three Business Days after such determination, pay to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to or as directed by Seller Representative the amount Company received of such excess by wire transfer of immediately available funds to such bank account or accounts as Seller Representative shall specify to Buyer Representative in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestwriting.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation The net asset value of Company’s estimation of (i) the Working Capital Xxxxxxx Business as of December 31, 2005 (the close “Initial Net Asset Value”) was Thirty-Nine Million One Hundred Sixty-Two Thousand dollars ($39,162,000) as reflected in the calculation thereof shown on Exhibit 2.9(a) (the “Initial Net Asset Value Schedule”). The Initial Net Asset Value Schedule was prepared by Sellers from the audited financial statements of Company’s business on Xxxxxxxxx Group and its Subsidiaries as of December 31, 2005. The Initial Net Asset Value Schedule includes any and all unbooked December 31, 2005 audit adjustments related to the day immediately preceding the Closing, and (ii) the Adjustment AmountXxxxxxx Business, if any, as included within the workpapers of Price WaterhouseCoopers LLP (“PWC”). PWC has (i) reviewed the methodology used to derive the Initial Net Asset Value Schedule, (ii) reconciled the Initial Net Asset Value Schedule to the appropriate trial balances of the respective coal related businesses, (iii) reviewed the reconciling items and (iv) prepared a memorandum for their workpapers outlining their procedures (the “Estimated Closing Working Capital StatementPWC Initial Net Asset Value Memorandum”). As required by Section 2.2 of this Agreement, The PWC workpapers and the cash portion of PWC Initial Net Asset Value Memorandum will be made available to Buyer and the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0Consulting Accountants. (b) As promptly as reasonably practicable after the Closing Date, and in any event not later than ninety (90) days after the Closing Date, Seller Representative shall deliver to Buyer will prepare a schedule setting forth the calculation of Closing Net Asset Value (or cause to be prepared) a working capital statement (the “Closing Working Capital StatementNet Asset Value Schedule”) ). The Closing Net Asset Value Schedule shall be prepared by Sellers from the Xxxxxxxxx Group financial statements, prepared in accordance with GAAP and prepared using the methodology consistent with the preparation of Company the Initial Net Asset Value Schedule as of the Closing Date, including a computation of using the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters procedures set forth in Exhibit 2.9. PWC will perform specific procedures on the Disagreement NoticeClosing Net Asset Value Schedule, the adequacy of which will be agreed upon by the Buyer and Sellers prior to PWC commencing such procedures. The Unaffiliated Firm shall (i) resolve the disagreement as specific procedures to the Closing Working Capital Statement as promptly as possible after its engagement be performed by the parties, but PWC will be outlined in any event the parties shall direct the Unaffiliated Firm to complete its findings an “Agreed Upon Procedures Letter” issued by PWC and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between signed by Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerSellers. (c) The parties hereto agree that for purposes During its preparation of determining and comparing the Closing Working Capital StatementNet Asset Value Schedule, as finally determined pursuant to this Section 2.6(b), the Seller Representative shall consult with Buyer and the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rateConsulting Accountants. (d) Within ten Buyer shall have thirty (1030) Business Days after days from the Working Capital calculation becomes date the Seller Representative delivers the Closing Net Asset Value Schedule (such period, the “Dispute Period”) to notify the Seller Representative, in writing, as to whether Buyer believes in good faith that the Closing Net Asset Value Schedule contains errors or has not been prepared in accordance with this Section 2.9 (such written notice, the “Dispute Notice”). The Dispute Notice shall specify in reasonable detail the specific items that are in dispute (the “Disputed Items”). Any items not in dispute at the end of the Dispute Period shall be deemed to be final and correct and shall be binding on upon each of the partiesparties hereto. During the Dispute Period, Buyer and the Consulting Accountants shall be permitted to review (Aduring regular business hours and upon reasonable prior notice) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds working papers of the Seller Representative and PWC relating to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available fundsDisputed Items. (e) For purposes of calculating Working Capital and If Buyer fails to deliver a Dispute Notice to the Adjustment Amount pursuant to this Section 2.6Seller Representative during the Dispute Period, the following items shall not be included in the Seller Representative’s calculation of current assets: (i) Fees Closing Net Asset Value shall be deemed to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support final and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to correct and shall be returned to the Company binding upon renewal each of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below)parties hereto. (f) The parties acknowledge If Buyer delivers a Dispute Notice to the Seller Representative during the Dispute Period, the Seller Representative and agree that the receivable associated with the TBuyer shall, for a period of forty-Mobile Bought Team October Services in the approximate amount of £145,000 five (“T-Mobile Receivable”45) has been excluded days from the preparation of date the Estimated Closing Working Capital Statement Dispute Notice is delivered to the Seller Representative (such period, the “Resolution Period”), use their respective Commercially Reasonable Efforts to amicably resolve the Disputed Items. Any Disputed Items so resolved by the parties shall be deemed to be final and correct as so resolved and shall be excluded from the preparation binding upon each of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. parties hereto. (g) If the Company receives any payments with respect Sellers and Buyer are unable to resolve all of the Disputed Items during the Resolution Period, then either Buyer, on the one hand, or the Seller Representative, on the other hand, may refer the remaining Disputed Items to the T-Mobile Receivable, Buyer Independent Accountants. Such referral shall pay Parent an amount equal be made in writing to the amount Company received Independent Accountants, copies of which shall concurrently be delivered to the non-referring party hereto. The referring party shall furnish the Independent Accountants, at the time of such referral, with the Closing Net Asset Value Schedule and the Dispute Notice. The parties shall also furnish the Independent Accountants with such other information and documents as the Independent Accountants may reasonably request in respect of order for them to resolve the T-Mobile Receivable (less reasonable collection costsDisputed Items. The parties hereto shall also, if any) within ten (10) consecutive days following the end of the month date the Disputed Items are referred to the Independent Accountants, provide the Independent Accountants with a written notice (a “Position Statement”) describing in reasonable detail their respective positions on the Disputed Items (copies of which will concurrently be delivered to the other party hereto). If any party fails to timely deliver its Position Statement to the Independent Accountants, the Independent Accountants shall resolve the Disputed Items solely upon the basis of the information otherwise provided to them. The Independent Accountants shall resolve all Disputed Items in a written determination to be delivered to each of the parties hereto within forty-five (45) days after such payment matter is receivedreferred to them; provided, without interesthowever, that any delay in delivering such determination shall not invalidate such determination or deprive the Independent Accountants of jurisdiction to resolve the Disputed Items. The decision of the Independent Accountants as to the Disputed Items shall be final and binding upon the parties hereto and shall not be subject to judicial review. The fees and expenses of the Independent Accountants incurred in the resolution of any Disputed Items shall be determined by the Independent Accountants and set forth in their report and shall be allocated and paid by Buyer, on the one hand, and Sellers, on the other hand, in inverse proportion to the extent they prevailed on the Disputed Items.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer shall prepare a certificate signed by Company’s chief financial officer containing a calculation consolidated balance sheet of Company’s estimation of (i) the Working Capital Acquired Companies as of the close of Company’s business on the day immediately preceding Closing Date [the ClosingBusiness Day prior to the Closing Date] (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared using the accounting principles, policies, and practices set forth on Exhibit 2.6 (a) Buyer shall deliver the Closing Balance Sheet and the determination of the Adjustment Amount to Sellers’ Representative within ninety (90) days following the Closing Date. (b) Upon execution of such access letters as may be reasonably required by Buyer, Sellers’ Representative and its Representatives shall, during reasonable business hours, be given reasonable access to (and copies of) all Buyer’s and its Representatives’ books, records, and other documents, including work papers, worksheets, notes, and schedules, used in preparation of the Closing Balance Sheet and the determination of the Adjustment Amount, for the purpose of reviewing the Closing Balance Sheet and determination of the Adjustment Amount, in each case, other than certain work papers that Xxxxx considers proprietary, such as internal control documentation, engagement planning, time control and audit sign off, and quality control work papers. (c) If within 30 days following delivery of the Closing Balance Sheet and the determination of the Adjustment Amount to Sellers’ Representative, Sellers’ Representative has not given Buyer notice of an objection as to any amounts set forth on the Closing Balance Sheet or the determination of the Adjustment Amount (which notice shall state in reasonable detail the basis of Sellers’ Representative’s objections and Sellers’ proposed adjustments (the “Objection Notice”)), the Closing Balance Sheet and the determination of the Adjustment Amount as prepared by Buyer will be final, binding, and conclusive on the parties. (d) If Sellers’ Representative timely gives Buyer an Objection Notice and if Sellers’ Representative and Buyer fail to resolve the issues raised in the Objection Notice within 30 days after giving the Objection Notice, Sellers’ Representative and Buyer shall submit the issues remaining in dispute for resolution to [name of individual] in the [location] office of [name of accounting firm] (or, if [name of individual or name of accounting firm] is providing services to Buyer or a Seller or is otherwise unable or unwilling to serve in such capacity, a recognized national or regional independent accounting firm mutually acceptable to Buyer and Sellers’ Representative) (the “Independent Accountants”). (e) The parties shall negotiate in good faith in order to seek agreement on the procedures to be followed by the Independent Accountants, including procedures with regard to the presentation of evidence. If the parties are unable to agree upon procedures within 10 days of the submission to the Independent Accountants, the Independent Accountants shall establish such procedures giving due regard to the intention of the parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either Xxxxx or Sellers’ Representative. The Independent Accountants shall be directed to resolve only those issues in dispute and render a written report on their resolution of disputed issues with respect to the Closing Balance Sheet and the resulting Adjustment Amount as promptly as practicable, but no later than 60 days after the date on which the Independent Accountants are engaged. The determination by the Independent Accountants will be based solely on written submissions of Buyer, on the one hand, and Sellers’ Representative, on the other hand, and will not involve independent review. Any determination of the Closing Balance Sheet or the Adjustment Amount by the Independent Accountants will not be outside the range established by the amounts in (i) the Closing Balance Sheet and the determination of the Adjustment Amount proposed by Xxxxx, and (ii) Sellers’ Representative’s proposed adjustments thereto. Such determination will be final, binding, and conclusive on the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable parties as of the Closing Date shall be deemed to be $0date of the determination notice sent by the Independent Accountants. (bf) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect If issues are submitted to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that Independent Accountants for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assetsresolution: (i) Fees Sellers’ Representative and Buyer shall execute any agreement required by the Independent Accountants to be paid to the Company by Xxxxxxxxx 3G UK Limited accept their engagement pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000Section 2.6(d); (ii) Any amount of unreceived rent (approximately £37,000) Sellers’ Representative and Buyer shall promptly furnish or cause to be returned furnished to the Company upon renewal of Independent Accountants such work papers and other documents and information relating to the lease by Picochipdisputed issues as the Independent Accountants may request and are available to that party or its accountants or other Representatives, and shall be afforded the opportunity to present to the Independent Accountants, with a subtenant in copy to the Company offices located in Bathother party, England; andany other written material relating to the disputed issues; (iii) The T-Mobile Receivable (determination by the Independent Accountants, as defined below).set forth in a report to be delivered by the Independent Accountants to both Sellers’ Representative and Buyer, will include the revised Closing Balance Sheet and Adjustment Amount, reflecting the changes required as a result of the determination made by the Independent Accountants; and (fiv) The parties acknowledge Sellers and agree Buyer shall each bear one-half of the fees and costs of the Independent Accountants; provided, however, that the receivable associated with engagement agreement referred to in Section 2.6(f)(i) above may require the T-Mobile Bought Team October Services parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the approximate event Sellers or Buyer pay to the Independent Accountants any amount in excess of £145,000 (“Tone-Mobile Receivable”) has been excluded from the preparation half of the Estimated Closing Working Capital Statement fees and shall be excluded from costs of its engagement, the preparation of other party(ies) agree(s) to reimburse Sellers or Buyer, as applicable, upon demand, to the Closing Working Capital Statement. extent required to equalize the payments made by Sellers and Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect fees and costs of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestIndependent Accountants.

Adjustment Procedure. (a) Prior to ClosingAs soon as practicable, Company has caused to be prepared and delivered in any event not later than 90 days after the Closing Date, Seller will prepare and deliver to Buyer a certificate signed by Company’s chief financial officer containing a calculation preliminary settlement statement (the "Preliminary Settlement Statement"), identifying all components and amounts of Company’s estimation of the Adjusted Purchase Price including (i) an unaudited balance sheet of the Working Capital Company as of the close of Company’s business on the day date immediately preceding the ClosingClosing Date (the "Closing Date Balance Sheet") together with Seller's calculation, based on such Closing Date Balance Sheet, of Closing Date Adjusted Net Working Capital (the "Working Capital Certificate"), and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion a calculation of the Purchase Price to Settlement Adjustment, setting forth each element and amount of the Settlement Adjustment in reasonable detail. All items shown in the Preliminary Settlement Statement will be paid supported by reasonably detailed documentation. The Closing Date Balance Sheet shall record all liabilities of the Company in accordance with Section 2.4(b)(i) GAAP as at the close of this Agreement will (x) be decreased by business on the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of date immediately preceding the Closing Date, including a computation except that the Closing Date Balance Sheet shall not include: (i) GAAP-required footnote disclosures, (ii) liabilities that would be recorded under Financial Accounting Standard ("FAS") No. 133 or under FAS No. 143 as at the close of business on the Working Capital as of date immediately preceding the Closing Date, and (iii) any liability for deferred taxes. The Closing Date Balance Sheet shall include line items of assets and stockholders equity substantially consistent with those in the Interim Balance Sheet. Buyer will deliver have the Closing Working Capital Statement to Parent within right for sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Preliminary Settlement Statement to audit and take exception to all components of the Settlement Adjustment. The Preliminary Settlement Statement will become final and binding on both Parties on the sixtieth day following Buyer's receipt thereof, except as to matters on the Preliminary Settlement Statement to which Buyer objects, as set forth in a written notice sent to Seller (an "Open Matter Notice") prior to the sixtieth day. During a thirty day period following delivery of an Open Matter Notice, negotiate the parties will seek in good faith to resolve any such disagreements disputes they have with respect to the Closing Working Capital Statement and Working Capital calculationsuch Open Matter Notice. If at At the end of such twenty (20) consecutive daysthe thirty day period, Buyer and Parent have been unable any matters that remain in dispute will be submitted to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to dispute resolution in writing by the parties, the “Unaffiliated Firm”) to resolve the matters manner set forth in the Disagreement NoticeSection 10.6 of this Agreement. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the partiesFollowing final resolution of all Open Matter Notices, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as itif any, in it sole discretionaccordance with this Section 2.6(a), deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments Preliminary Settlement Statement shall be no more favorable amended to Buyer than reflected adjust for such resolved matters, at which point the Preliminary Settlement Statement shall, in the Closing Working Capital Statementits entirety, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes become final and binding on both Parties (the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below"Final Settlement Statement"). (fb) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation Within five business days of the Estimated Closing Working Capital Statement earlier of (i) the expiration of Buyer's sixty day review and shall be excluded from audit period without delivery of an Open Matter Notice, or (ii) the preparation of date on which the Closing Working Capital Statement. Buyer agrees to cause parties or the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives arbitrator, as applicable, finally resolve any payments and all disputes with respect to the T-Mobile Receivablematters set forth on any Open Matter Notices, either (A) Buyer shall will pay Parent to Seller, if such amount is a positive number, an amount equal to the Adjusted Purchase Price set forth on the Final Settlement Statement, as amended or adjusted in accordance with Section 2.6(a), minus the Closing Purchase Price Payment, or (B) Seller will pay to Buyer an amount Company received equal to the Closing Purchase Price Payment minus the Adjusted Purchase Price set forth on the Final Settlement Statement, as amended or adjusted in respect of accordance with Section 2.6(a). All payments will be made in immediately available funds by wire transfer to the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following bank account specified by the end of the month in which such payment is received, without interestrecipient.

Adjustment Procedure. (a) Prior to ClosingThe Sellers’ Representative will prepare and will cause Txxx Xxxxxx, Company has caused to be prepared and delivered to Buyer a certificate signed by CPA, the Company’s chief financial officer containing a calculation of certified public accountant, to review (as the Company’s estimation of expense), a balance sheet (i“Closing Balance Sheet”) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) and a working capital statement (“Closing Working Capital Statement”) of Company as calculation of the Closing Date, including a computation of the Working Capital as of the Closing DateAdjustment Amount. Buyer Sellers will deliver the Closing Working Capital Statement Balance Sheet to Parent Buyer within sixty thirty (6030) consecutive days clays after the Closing Date. The Working Capital Following the Closing, Buyer shall provide the Sellers’ Representative access to the records and employees of the Company to the extent necessary for the preparation of the Closing Balance Sheet and shall cooperate and cause the Company and the employees of the Company to cooperate with the Sellers’ Representative, the accounting firm reviewing the Closing Balance Sheet (the “Closing Balance Sheet Accounting Firm”) in connection with its preparation and review of the Closing Balance Sheet, which cooperation shall include executing and delivery to the Closing Balance Sheet Accounting Firm such management representation letters and engagement letters as may be requested by the Closing Balance Sheet Accounting Firm and taking all such reasonable actions necessary to permit completion of the review of the Closing Balance Sheet. If within ten (10) days following delivery of the Closing Balance Sheet, Buyer has not given Sellers’ Representative notice of its objection to Sellers’ Representative’s calculation of the Adjustment Amount (such notice must contain a statement of the basis of Buyer’s objection), then such Adjustment Amount will be deemed accepted and conclusive and bindingto be the final Adjustment Amount for all purposes hereunder. If Buyer gives such notice of objection, unless Parent shall give written then, within three (3) business days of delivery of such notice of objection, the issues in dispute with respect to Buyer the calculation of the items Adjustment Amount will be submitted to BDO Sxxxxxx, certified public accountants, or such other certified public accountants as Buyer and the Sellers’ Representative may agree (the “Accountants’’), for resolution, and (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party, and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with which Parent disagrees the Accountants; (“Disagreement Notice”ii) the determination by the Accountants of the Adjustment Amount, as set forth in a notice delivered to both parties by the Accountants within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement date such dispute is referred to the Accountants, will be binding and conclusive on the parties; and (or in) Buyer and Sellers will each bear 50% of the due date thereof if not so delivered)fees of the Accountants for such determination. The Disagreement Notice shall specify each item disagreed date on which the Adjustment Amount is finally determined in accordance with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20this Section 2.6(a) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith is hereinafter referred to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, as the “Unaffiliated FirmDetermination Date.” (b) to resolve On the matters set forth in tenth (10th) business day following the Disagreement Notice. The Unaffiliated Firm shall (i) resolve final acceptance of the disagreement as to calculation of the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, Adjustment Amount or (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positiveDetermination Date, Buyer shall pay such Adjustment Amount deliver to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and Sellers the Holdback Shares, less the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: Shares (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received), without interestallocated to Sellers based upon their respective Pro Rata Shares.

Adjustment Procedure. (a) Prior The Company will prepare and will cause the Company's certified public accountants to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief review consolidated financial officer containing a calculation of Company’s estimation of statements (i"Closing Financial Statements") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. and for the period from the date of the Interim Balance Sheet (bas defined in Section 3.6 below) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of through the Closing Date, including a computation of the Company's, Net Working Capital Capital, and Assumed Debt and Benefit Expense Proration as of the Closing Date. Buyer The Company will deliver the Closing Working Capital Statement Financial Statements (together with detail and working papers reasonably required for Buyer's review including tax accruals for the short tax period ending at the Closing) to Parent the Buyer within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and bindingIf, unless Parent shall give written notice to Buyer of the items with which Parent disagrees within thirty (“Disagreement Notice”30) within twenty (20) consecutive days after the receipt by Parent following delivery of the Closing Financial Statements, the Buyer has not given the Company notice of its objection to the Closing Financial Statements (such notice must contain a detailed statement of the basis of the Buyer's objection), then the Company's Net Working Capital Statement (or and Assumed Debt and Benefit Expense Proration reflected in the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof)Closing Financial Statements will be used in computing the Adjustment Amount, the dollar amount of the disagreementAssumed Debt and the Benefit Expense Proration Amount. If the Buyer and Parent shallgives such notice of objection, during then the twenty issues in dispute will be submitted to such nationally recognized accounting firm (20other than Artxxx Xxdxxxxx) consecutive days after receipt by Buyer of xs the Disagreement NoticeParties may designate (the "Accountants"), negotiate for resolution. If issues in good faith to resolve any such disagreements with respect dispute are submitted to the Closing Working Capital Statement Accountants for resolution, (i) each Party will furnish to the Accountants such workpapers and Working Capital calculation. If at other documents and information relating to the end of such twenty (20) consecutive days, Buyer disputed issues as the Accountants may request and Parent have been unable are available to resolve their disagreements, either Buyer that Party or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP its Subsidiaries (or such other Person mutually agreed its independent public accountants), and will be afforded the opportunity to in writing present to the Accountants any materials relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the partiesAccountants, the “Unaffiliated Firm”) to resolve the matters as set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as a notice delivered to the Closing Working Capital Statement as promptly as possible after its engagement both Parties by the partiesAccountants, but in any event will be made within sixty (60) days of submission and will be binding and conclusive on the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, Parties; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review the Company will each bear one-half of the items in fees of the Disagreement Notice as promptly as practicable and shall include in Accountants for such report its determination. (b) On the tenth business day following the final determination of the amount to be paid by Buyer for the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration, if the Purchase Price, as adjusted in the manner provided herein, is greater than the Estimated Purchase Price paid by the Buyer pursuant to Section 1.5, the Buyer will pay the difference to the Company together with the Net Working CapitalCapital Holdback described in Section 2.2(a)(ii), and if such Purchase Price is less than such Estimated Purchase Price (the "Purchase Price Shortfall"), (i) the Company will pay to the Buyer the amount by which adjustments the Purchase Price Shortfall exceeds the Net Working Capital Holdback, if the Purchase Price Shortfall is greater than the amount of the Net Working Capital Holdback, or (ii) the Buyer shall pay to the Company the amount by which the Net Working Capital Holdback exceeds the Purchase Price Shortfall, if the amount of the Net Working Capital Holdback is greater than the Purchase Price Shortfall. All payments will be made together with interest at 8% per annum beginning on the Closing Date and ending on the date of payment. Payments to the Company shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in of immediately available funds and shall be made in the manner and will be allocated in the proportions described in Section 1.2. Payment to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal made out of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable Escrow Fund (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”Escrow Agreement) has been excluded from pursuant to the preparation terms of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestEscrow Agreement.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of Sellers' Representative will prepare the consolidated balance sheet (i"Closing Balance Sheet") the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of 11:59 p.m. local time on the Closing Date, including a computation of the Working Capital consolidated stockholders' equity as of 11:59 p.m. local time on the Closing Date. The Closing Balance Sheet, including the computation of consolidated stockholders' equity of the Acquired Companies as of the Closing, shall reflect the exercise of the Warrant and of all Options exercised at or before the Closing (including any exercise of the Warrant or Options that is contingent upon the Closing) and shall also reflect all other transactions relating to the Acquired Companies that occur on the Closing Date, except that (i) any transaction relating to the Acquired Companies that Buyer causes to occur on the Closing Date after the actual signing of the Closing documents shall be deemed to occur after the Closing on the Closing Date and shall not be reflected on the Closing Balance Sheet and (ii) no adjustment shall be made to the Closing Balance Sheet by reason of the sale of the Tendered Shares by Sellers to Buyer or a reduction in liabilities by reason of the payoff of the Closing Debt. Subject to Section 2.5, the Closing Balance Sheet (including the computation of consolidated stockholders' equity of the Acquired Companies as of the Closing) shall be prepared in accordance with GAAP consistent with the principles, practices and procedures used in preparation of the Balance Sheet. Sellers' Representative will deliver the Closing Working Capital Statement Balance Sheet to Parent Buyer within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof)Buyer, the dollar amount of the disagreement. Buyer Acquired Companies and Parent shalltheir officers and employees shall provide Sellers, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements their officers and employees with respect access to the Closing Working Capital Statement books and Working Capital calculation. If at the end records of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parenteach Acquired Company, and (iii) shall otherwise employ such procedures as it, will cooperate and assist in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital StatementBalance Sheet. If within thirty (30) days following delivery of the Closing Balance Sheet (the "Review Period"), Buyer agrees has not given Sellers' Representative notice of its objection to cause the Company to use commercially reasonable efforts to collect Closing Balance Sheet (such notice must contain a statement of the T-Mobile Receivable basis of Buyer's objection), then the consolidated stockholders' equity reflected in the same manner it collects its other accounts receivablesClosing Balance Sheet will be used in computing the Adjustment Amount. If Buyer gives such notice of objection, then the Company receives any payments with respect issues in dispute will be submitted to the T-Mobile ReceivableAccountants (as hereinafter defined) for resolution in accordance with the terms of this Agreement. The Memphis, Tennessee office of Ernst & Young, certified public accountants, shall serve as the "Accountants", provided, that at such time, Ernst & Young has no actual or perceived conflict of interest; and provided, further, that if Ernst & Young is unable to serve as the Accountants, then the Accountants shall be another independent certified public accounting firm of recognized regional or national standing mutually agreeable to Buyer shall pay Parent an amount equal and Sellers' Representative. If issues in dispute are submitted to the amount Company received Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in respect a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the T-Mobile Receivable (less reasonable collection costsfees of the Accountants for such determination, provided that Sellers' portion of such fees shall be paid first by deducting such amount from the Adjustment Amount and, if anySellers' portion has not been fully satisfied, second by each Seller paying its Pro Rata Share of such fees. The consolidated stockholders' equity reflected in the Closing Balance Sheet, as revised to give effect to the Accountants' resolution of any disputed issues submitted to it, will be used in computing the final Adjustment Amount. (b) Any portion of the Adjustment Amount that is not disputed shall be paid to Buyer or the Sellers, as applicable, within ten three (103) consecutive business days following of the end of the month Review Period. On the third business day following the final determination of any disputed portion of the Adjustment Amount by the Accountants pursuant to Section 2.6(a), if the Purchase Price is greater than the aggregate of the payments made pursuant to Sections 2.4(b)(i) and 2.4(b)(ii), Buyer will pay the difference to Sellers, and if the Purchase Price is less than such aggregate amount, Sellers will pay the difference to Buyer. All payments will be made together with interest at six percent (6%) compounded daily beginning on the Closing Date and ending on the date of payment. Payments must be made in which immediately available funds. Payments to Sellers must be made in the manner set forth in Section 2.4(b)(i) and each Seller shall be paid its Pro Rata Share thereof. Payments to Buyer must be made by wire transfer to such payment is received, without interestbank account as Buyer will specify and each Seller shall pay its Pro Rata Share of such payment.

Adjustment Procedure. (a) Prior to ClosingThe Sellers’ Representative will prepare and will cause Xxxx Xxxxxx, Company has caused to be prepared and delivered to Buyer a certificate signed by CPA, the Company’s chief financial officer containing a calculation of certified public accountant, to review (as the Company’s estimation of expense), a balance sheet (i“Closing Balance Sheet”) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) and a working capital statement (“Closing Working Capital Statement”) of Company as calculation of the Closing Date, including a computation of the Working Capital as of the Closing DateAdjustment Amount. Buyer Sellers will deliver the Closing Working Capital Statement Balance Sheet to Parent Buyer within sixty thirty (6030) consecutive days clays after the Closing Date. The Working Capital Following the Closing, Buyer shall provide the Sellers’ Representative access to the records and employees of the Company to the extent necessary for the preparation of the Closing Balance Sheet and shall cooperate and cause the Company and the employees of the Company to cooperate with the Sellers’ Representative, the accounting firm reviewing the Closing Balance Sheet (the “Closing Balance Sheet Accounting Firm”) in connection with its preparation and review of the Closing Balance Sheet, which cooperation shall include executing and delivery to the Closing Balance Sheet Accounting Firm such management representation letters and engagement letters as may be requested by the Closing Balance Sheet Accounting Firm and taking all such reasonable actions necessary to permit completion of the review of the Closing Balance Sheet. If within ten (10) days following delivery of the Closing Balance Sheet, Buyer has not given Sellers’ Representative notice of its objection to Sellers’ Representative’s calculation of the Adjustment Amount (such notice must contain a statement of the basis of Buyer’s objection), then such Adjustment Amount will be deemed accepted and conclusive and bindingto be the final Adjustment Amount for all purposes hereunder. If Buyer gives such notice of objection, unless Parent shall give written then, within three (3) business days of delivery of such notice of objection, the issues in dispute with respect to Buyer the calculation of the items Adjustment Amount will be submitted to BDO Xxxxxxx, certified public accountants, or such other certified public accountants as Buyer and the Sellers’ Representative may agree (the “Accountants’’), for resolution, and (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party, and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with which Parent disagrees the Accountants; (“Disagreement Notice”ii) the determination by the Accountants of the Adjustment Amount, as set forth in a notice delivered to both parties by the Accountants within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement date such dispute is referred to the Accountants, will be binding and conclusive on the parties; and (or in) Buyer and Sellers will each bear 50% of the due date thereof if not so delivered)fees of the Accountants for such determination. The Disagreement Notice shall specify each item disagreed date on which the Adjustment Amount is finally determined in accordance with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20this Section 2.6(a) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith is hereinafter referred to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, as the “Unaffiliated FirmDeterminationDate.” (b) to resolve On the matters set forth in tenth (10th) business day following the Disagreement Notice. The Unaffiliated Firm shall (i) resolve final acceptance of the disagreement as to calculation of the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, Adjustment Amount or (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positiveDetermination Date, Buyer shall pay such Adjustment Amount deliver to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and Sellers the Holdback Shares, less the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: Shares (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received), without interestallocated to Sellers based upon their respective Pro Rata Shares.

Adjustment Procedure. (a) Prior Within sixty (60) days after the Closing Date, GREC LLC will prepare in good faith and deliver to Closing, Company has caused to be prepared and delivered to Buyer Group LLC a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, statement (the “Estimated Closing Working Capital Financial Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid ) prepared in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation GAAP, setting forth GREC LLC’s calculations of the Estimated Closing Working Capital Statement Transaction Expenses, Leakage, and Valuation based upon the Remaining Inter-Company Receivable audited financial statements of GREC LLC as of December 31, 2021, and its resultant calculation of the Closing Date shall be deemed to be $0Consideration based thereon, together with supporting calculations. (b) Buyer If Group LLC disagrees with GREC LLC’s calculations of the Transaction Expenses, Leakage, Valuation, or Consideration, Group LLC will prepare notify GREC LLC in writing of such disagreement within forty-five (or cause to be prepared45) a working capital statement (“Closing Working Capital Statement”) of Company as calendar days after delivery of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Financial Statement to Parent within sixty (60) consecutive days after Group LLC, which notice will describe the Closing Date. The Working Capital shall be deemed accepted nature of any such disagreement in reasonable detail, identify the specific items involved and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the each such disagreement, and provide reasonable supporting documentation for each such disagreement. Buyer If Group LLC fails to deliver such a notice of disagreement within this forty-five (45) calendar day period, then GREC LLC’s calculations as shown on the Closing Financial Statement will be final and Parent shallbinding. (c) Each of GREC LLC and Group LLC will provide the other of them and its Representatives with reasonable access to books and records and relevant personnel for purposes of resolving any disagreements that arise under this Section 1.6, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, and to negotiate in good faith to resolve any such disagreement. If GREC LLC and Group LLC are unable to resolve all disagreements raised by Group LLC pursuant to Section 1.6(b) within forty-five (45) calendar days after delivery to GREC LLC of Group LLC’s written notice of such disagreement, then such disagreements will be submitted for final and binding resolution to the greater New York City office of a mutually-agreed and nationally recognized accounting firm (the “Accounting Expert”). The scope of the disputes to be resolved by the Accounting Expert shall be limited to whether Leakage was calculated in accordance with the provisions defining such term and whether there were mathematical errors in the Closing Financial Statement, and the Accounting Expert is not to make any other determination, including any determination as to whether GAAP was followed for the Financial Statements and the Closing Financial Statement. The Accounting Expert’s decision shall be based solely on the written submissions by Group LLC and GREC LLC and their respective Representatives and not by independent review. The Accounting Expert will deliver to GREC LLC and Group LLC, as promptly as practicable after its appointment, a written report setting forth the resolution of each such disagreement determined in accordance with GAAP and the terms of this Agreement, which, as to each amount in disagreement, will be an amount no less than the lesser of the amounts claimed by either GREC LLC or Group LLC, and no greater than the greater of the amounts claimed by either GREC LLC or Group LLC. The determinations of the Accounting Expert will be final and binding. The fees and expenses of the Accounting Expert incurred in connection with its determination of the disputed items will be paid jointly, one-half by GREC LLC and one-half by Group LLC. Other than such fees and expenses of the Accounting Expert, each of GREC LLC and Group LLC will be responsible for their own costs and expenses incurred in connection with any actions taken pursuant to this Section 1.6. (d) Following the Closing and until the expiration of the Survival Period, (i) GREC LLC shall not take any action with respect to the Closing Working Capital Statement accounting books and Working Capital calculation. If at records of the end of such twenty (20) consecutive daysContributed Companies, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engagethe items reflected thereon, on behalf which the Closing Financial Statement is to be based that is not consistent with the Contributed Companies’ past practices and (ii) without limiting the generality of Buyer the foregoing, GREC LLC shall not make any changes in any reserve or other general ledger account existing as of the date of the Financial Statements. During the period of time from and Parentafter the Closing Date through the determination of the Final Consideration in accordance with this Section 1.6, Xxxxx Xxxxxxxx LLP (GREC LLC shall afford, and shall cause the Contributed Companies to afford, to Group LLC and the accountants, counsel, and/or financial advisers retained by Group LLC in connection with the determination of the Final Consideration in accordance with this Section 1.6 reasonable access during normal business hours to all the properties, books, contracts, personnel and records of the Contributed Companies relevant to the determination of the Final Consideration in accordance with this Section 1.6. In furtherance of the foregoing, GREC LLC shall cause the Contributed Companies to deliver promptly to Group LLC copies of all bills or such other Person mutually agreed to in writing invoices received by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as Contributed Companies subsequent to the Closing Working Capital Statement as promptly as possible after its engagement Date relating to fees or expenses owed by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice Contributed Companies or which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard relate to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyertransactions contemplated hereby. (ce) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, Consideration as finally determined pursuant to this Section 2.6(b1.6(b) or Section 1.6(c), with as the Estimated Closing Working Capital Statementcase may be, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes is referred to as a result of fluctuations in the exchange rate“Final Consideration. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below).” (f) The parties acknowledge Valuation as finally determined pursuant to Section 1.6(b) or Section 1.6(c), as the case may be, is referred to as the “Final Valuation,” and agree that any GREC LLC Common Shares issued or forfeited in connection with this Agreement will be at the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement Final Valuation and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect determined pursuant to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestSchedule 1.4: Consideration Schedule hereto.

Adjustment Procedure. (a) Prior Buyer will cause Xxxxxx Xxxxxxxx LLP, the Buyer's certified public accountants, to Closing, determine the consolidated net working capital of the Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding Closing Date in accordance with GAAP and to determine the ClosingAdjustment Amount based on the consolidated net working capital of the Company as so determined as of the close of business on the Closing Date as compared to the consolidated net working capital of the Company as shown on Schedule 2.6, based on the asset and liability accounts specified on Schedule 2.6 and subject to the instructions provided in Schedule 2.6, but not subject to any disclosures or statements made in the Disclosure Letter delivered to Sellers pursuant to this Agreement. Buyer will deliver the statement prepared by Xxxxxx Xxxxxxxx LLP showing the calculation of the Adjustment Amount ("Closing Statement") to Xxxxxxxxxx within sixty (60) days after the Closing Date, together with copies of Buyer's and Xxxxxx Xxxxxxxx LLP's work papers, and other documents and information, used to prepare the Closing Statement. If, within sixty (60) days following delivery of the Closing Statement and related documents and information, Xxxxxxxxxx has not given Buyer notice of his objection to the Closing Statement (such notice must contain a statement of the basis of Xxxxxxxxxx'x objection), then the Company's net working capital reflected in the Closing Statement will be used in computing the Adjustment Amount. Buyer agrees upon reasonable notice to make available to Xxxxxxxxxx at the offices of the Acquired Companies the books and records of the Acquired Companies as required by Xxxxxxxxxx to verify the determination reflected in the Closing Statement. If Xxxxxxxxxx gives such notice of objection, and the parties are unable to resolve the subject of such objection within thirty (30) days after such notice, then the issues in dispute will be submitted to Ernst & Young, certified public accountants (the "Accountants"), for resolution with instructions to the Accountants to resolve such dispute within forty-five (45) days. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the Adjustment Amountdetermination by the Accountants, if anyas set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion iii) Buyer and Sellers will each bear 50% of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation fees of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0Accountants for such determination. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as The final determination of the Closing Date, including a computation Adjustment Amount shall occur on the earliest of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within (i) sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent delivery of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagementXxxxxxxxxx without objection, (ii) thereby consider written agreement of Xxxxxxxxxx and resolve only those items in Buyer to the Disagreement Notice which remain unresolved between Buyer and ParentClosing Statement or any modification thereof, and or (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in written determination by the circumstances with regard to Accountants. On the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of tenth (10th) Business Day following the items in the Disagreement Notice as promptly as practicable and shall include in such report its final determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the partiesAdjustment Amount, (Ai) if the Working Capital Adjustment Amount is negativea negative number and greater than negative $1,000,000, Parent the Escrowed Funds shall be paid to Buyer, and the Sellers shall pay such Adjustment Amount to Buyer by wire transfer (in immediately available funds proportion to the extent such amount was not already deducted from relative percentage of the Purchase Price pursuant payable to each Seller under Section 2.6(a2.5(b)(iii) and (B) if the Working Capital is positivesuch relative proportions, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochiphereinafter, a subtenant in the Company offices located in Bath, England; and (iii"Pro Rata Basis")) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect by which the negative Adjustment Amount exceeds negative $1,000,000, (ii) if the Adjustment Amount is a negative number and less than or equal to negative $1,000,000, an amount equal to the negative Adjustment Amount shall be paid to Buyer out of the T-Mobile Receivable (less reasonable collection costsEscrowed Funds, and the balance of the Escrowed Funds, if any, shall be paid to the Sellers, and (iii) within ten (10) consecutive days following if the end Adjustment Amount is zero or a positive number, all of the month Escrowed Funds shall be paid to the Sellers, and Buyer shall pay to the Sellers an amount equal to the positive Adjustment Amount, if any. All payments of the Escrowed Funds will be made together with interest at the rate earned thereon. Payments must be made in immediately available funds by wire transfer to such bank account as the party entitled to receive such funds shall specify. Payments made to Sellers under this Section and under Section 2.5(b)(iii) shall be paid on a Pro Rata Basis in accordance with Schedule 2.5(b)(iii), and payments made to Xxxxxxxxxx on behalf of Sellers other than JR shall be paid to Xxxxxxxxxx and then distributed by Xxxxxxxxxx to such Sellers in accordance with Schedule 2.5(b)(iii). Any portion of the Adjustment Amount which such is not disputed under the procedures set forth above shall be paid to the party or parties entitled thereto in accordance with the provisions of this Section 2.7, and the remaining portion of the Adjustment Amount shall be paid when any dispute has been resolved in accordance with the provisions of this Section 2.7. An example of the calculation of the amount payable to Sellers at Closing and the calculation and payment of the Adjustment Amount is received, without interest.set forth on Exhibit 2.7

Adjustment Procedure. (a) Prior On or before two (2) business days prior to Closingthe Closing Date, Company has caused to be prepared and delivered to Buyer the Seller shall make a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as good faith estimate of the close of Company’s business Adjustment Amount (using the conversion rate between United States and Canadian dollars in effect on the day immediately preceding the Closingsuch date), and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”)shall notify Buyer in writing of such estimate. As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price Such estimate shall be added to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 25,000,000, and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date resulting number shall be deemed to be $0the "Closing Cash Payment". (b) In order to finally determine the amount of the Purchase Price, after the Closing, Seller shall perform an initial calculation of the Adjustment Amount (the "Purchase Price Adjustments Calculation") which shall be delivered to Buyer will prepare within 30 days following the Closing Date (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of using the conversion rate between United States and Canadian dollars in effect on the Closing Date). All expenses incurred in connection therewith shall be borne by Seller; provided, including that Buyer shall cooperate with and provide information and access to information to Seller, at no cost, during such period. Buyer shall have a computation period of 30 days after receipt of the Working Capital as Purchase Price Adjustments Calculation to present to Seller in writing any objections and the amounts related thereto (the "Objections") which Buyer may have with respect to the Purchase Price Adjustments Calculation, which Objections shall be presented in reasonable detail. At its own expense, Buyer (including its internal auditors) and its certified public accountants/chartered accountants shall have the opportunity during and following the preparation of the Closing DatePurchase Price Adjustments Calculation to consult with Axxxxx Axxxxxxx and the chief financial officer, controller, or any other officer of Seller engaged in the calculation, to observe, review, and examine the work papers, schedules, and other documents prepared or used in connection with the Purchase Price Adjustments Calculation, and to review the books and records of Seller related to such calculation. If no Objections are raised by Buyer will deliver within such 30-day period, the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital Purchase Price Adjustments Calculation shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt approved by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shallthe Purchase Price shall be adjusted using the Adjustment Amount as determined in the Purchase Price Adjustments Calculation. (c) If, during the twenty (20) consecutive days after receipt by within such 30-day period, Buyer of the Disagreement Noticeraises Objections, negotiate Buyer and Seller shall attempt in good faith to resolve any the matter or matters in dispute and, if resolved, such disagreements with respect to the Closing Working Capital Statement resolution shall be final, conclusive and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event binding upon the parties shall direct hereto and the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments Purchase Price shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with using the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes Adjustment Amount as a result of fluctuations in the exchange rateso determined. (d) Within ten If the dispute referred to in Section 2.6(c)is not resolved by Buyer and Seller within 10 days after delivery of the Objections, then the specific matters in dispute shall be submitted to Ernst & Young or such other nationally recognized accounting firm as Buyer and Seller may mutually agree upon (10) Business Days the "Independent Accounting Firm"), which firm shall be requested to make a determination as to such matter or matters as are in dispute within 30 days after such submission of the Working Capital calculation becomes final dispute to the Independent Accounting Firm, which determination shall be final, conclusive and binding on upon the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from parties hereto and the Purchase Price pursuant shall be finally determined using the Adjustment Amount as so determined. The Independent Accounting Firm shall act as experts and not as arbitrators and shall decide only those matters in dispute. The Independent Accounting Firm shall simultaneously deliver its written determination to Section 2.6(a) Buyer and (B) if the Working Capital is positive, Seller. Seller and Buyer shall pay such Adjustment Amount share the fees and expenses of the Independent Accounting Firm equally. Seller and Buyer agree to Parent by wire transfer cooperate in immediately available fundsgood faith with each other, with each other's authorized representatives and with the Independent Accounting Firm, if any, in order that any and all matters in dispute may be resolved as soon as practicable. (e) For purposes of calculating Working Capital If the final Purchase Price Adjustments Calculation results in a Purchase Price that is greater than the Closing Cash Payment, then Buyer shall pay the difference between the final Purchase Price and the Adjustment Amount Closing Cash Payment to Seller. If the final Purchase Price Adjustments Calculation results in a Purchase Price that is less than the Closing Cash Payment, then Seller shall pay the difference between the final Purchase Price and the Closing Cash Payment to Buyer. No interest shall be due or payable respecting any payments to be made pursuant to this Section 2.6, 2.6(e). Any and all payments required to be made by Buyer or Seller as a result of adjustments made pursuant to this Section 2.6(e) shall be made by wire transfer of immediately available funds within five business days after the following items final determination of the amount of the Purchase Price. The determination and adjustment of the Purchase Price in accordance with the provisions of this Section 2.6 shall not be included in the calculation limit or affect any other rights or causes of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. actions either Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments or Seller may have with respect to the T-Mobile Receivablerepresentations, Buyer shall pay Parent an amount equal to the amount Company received warranties, covenants and indemnities in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month its favor contained in which such payment is received, without interestthis Agreement.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the The Working Capital of Seller as of the close date of Company’s business on the day immediately preceding Balance Sheet (the “Initial Working Capital”) was Nine Hundred Eighty-Four Thousand Three Hundred Fifty-Nine dollars ($984,359). (b) At the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 Senior Controller of this Agreement, the cash portion of the Purchase Price Seller will deliver to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by Buyer the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes balance sheet of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable Seller as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Estimated Closing Working Capital StatementBalance Sheet”) ), which shall include a certificate of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver Seller’s Senior Controller estimating in good faith the Closing Working Capital Statement (“Seller’s Working Capital Certificate”). In the event that the estimated Closing Working Capital as reflected on Seller’s Working Capital Certificate is: (i) more than the Initial Working Capital, then the Purchase Price shall be adjusted upward on a dollar-for-dollar basis in an amount equal to Parent within such excess; or (ii) less than the Initial Working Capital, then the Purchase Price shall be adjusted downward on a dollar for dollar basis in an amount equal to such shortfall (the Purchase Price as so adjusted, the “Estimated Purchase Price”). (c) Within sixty (60) consecutive days after the Closing Date. The , Buyer shall either accept the estimated Closing Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice as reflected on Seller’s Working Capital Certificate or submit to Seller a certificate of Chief Financial Officer of Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of stating what Buyer believes is the Closing Working Capital Statement and setting forth the balance sheet of Seller as of Closing utilized by Buyer (or the due date thereof if not so delivered“Closing Balance Sheet”) to make such calculations (“Buyer’s Working Capital Certificate”). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), In the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to event that the Closing Working Capital Statement and as reflected on Buyer’s Working Capital calculation. If at Certificate is: (i) more than the end Initial Working Capital, then Seller shall be entitled to an upward adjustment in the Purchase Price on a dollar for dollar basis equal to the amount of such twenty excess; or (20ii) consecutive daysless than the Initial Working Capital, then Buyer and Parent have been unable shall be entitled to resolve their disagreements, either Buyer or Parent may engage, a downward adjustment in the Purchase Price on behalf a dollar-for-dollar basis equal to the amount of Buyer and Parent, Xxxxx Xxxxxxxx LLP such shortfall (or such other Person mutually agreed to in writing by the partiesas so adjusted, the “Unaffiliated FirmFinal Purchase Price”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within In the event that the Final Purchase Price exceeds the Estimated Purchase Price, Buyer shall pay the amount of such excess to Buyer within fifteen (15) Business Days of delivery of Buyer’s Working Capital Certificate to Seller. In the event that the Estimated Purchase Price exceeds the Final Purchase Price, Seller shall pay the amount of such excess to Seller within fifteen (15) Business Days of delivery of Buyer’s Working Capital Certificate (such amount, the “Shortfall”). (e) Notwithstanding Subsections 2.7(a) through (d), if, after completion of the obligations set forth in Subsection 2.7(c), Seller’s Working Capital Certificate, as accepted by Buyer, or Buyer’s Working Capital Certificate, as the case may be, indicates that the Closing Working Capital is greater than $935,141 and less than $1,033,577, then neither Seller nor Buyer shall be entitled to an adjustment to the Purchase Price pursuant to Subsections 2.7(a) through (d) and any adjustment previously made shall be paid to, or refunded by Seller if applicable. In the event that Seller disputes Buyer’s Working Capital Certificate, then Seller shall deliver a written notice of dispute to Buyer setting forth in detail the nature of the dispute within ten (10) Business Days after the receipt of Buyer’s Working Capital calculation becomes Certificate (“Ten Day Notice”). Seller and Buyer shall negotiate in good faith to resolve such dispute within thirty (30) days after delivery of the Ten Day Notice. In the event that Seller fails to deliver the Ten Day Notice within the time set forth in this subsection, Buyer’s Working Capital Certificate shall be deemed final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds conclusive as to the extent such amount was not already deducted from Closing Working Capital. In the Purchase Price event of a dispute pursuant to this Section, no payments shall be made by either party pursuant to Section 2.6(a2.7(d) until final resolution of such dispute, and (B) Seller covenants that until the resolution of such dispute, if the Working Capital is positiveany, Buyer shall pay such Adjustment Amount it will not distribute any moneys to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6its stockholders, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed creditors or any other Person in an email dated October 21, 2004, for amount that would impair its ability to pay its Excluded Liabilities or the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below)Shortfall. (f) The parties acknowledge If Seller duly gives Buyer such Ten Day Notice, and agree if Buyer and Seller fail to resolve the issues outstanding with respect to the Buyer’s Working Capital Certificate pursuant to Section 2.7(e), Buyer and Seller shall submit the issues remaining in dispute to Ernst & Young, independent public accountants (the “Independent Accountants”) for resolution. If issues are submitted to the Independent Accountants for resolution, (i) Buyer and Seller (x) shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents, (y) shall be afforded the receivable associated opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the T-Mobile Bought Team October Services Independent Accountants, and (z) shall be afforded reasonable access to or the opportunity to make copies of any materials such party reasonably requires in connection with any dispute pursuant to Section 2.6 furnished to the approximate amount of £145,000 Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice (the “T-Mobile ReceivableIndependent Accountants Notice”) has been excluded from the preparation to be delivered to both Buyer and Seller within thirty (30) days of the Estimated Closing Working Capital Statement submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be excluded from used in the preparation calculation of the Closing Working Capital StatementCapital; and (iii) Seller and Buyer will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination. Within fifteen (15) days of receipt by Buyer agrees to cause and Seller of the Company to use commercially reasonable efforts to collect Independent Accountant Notice, either Buyer or Seller, as the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives case may be, shall make any payments with respect required pursuant to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestSection 2.7(d).

Adjustment Procedure. 3.3.1 Within ninety (a90) Prior days after the Closing Date, Buyer shall prepare and deliver to ClosingSeller a statement of the Closing Date Working Capital (the “Statement of Closing Date Working Capital”). The Statement of Closing Date Working Capital shall not include any change to the Inventory as provided by Section 2.1.1.1, Company has caused which financial evaluation shall be agreed upon between Seller and Buyer at or prior to Closing and shall not be subject to post-Closing adjustment pursuant to this Section 3.3. The Statement of Closing Date Working Capital shall be based upon the books and records of the Seller and shall be prepared in accordance with GAAP and delivered consistent with the past practices of the Seller in the preparation of the Financial Statements. 3.3.2 Seller shall, during reasonable business hours, be given reasonable access to (and copies of) all of Buyer’s books, records, and other documents, including work papers, worksheets, notes, and schedules, used in preparation of the Statement of Closing Date Working Capital, for the purpose of reviewing the Statement of Closing Date Working Capital. 3.3.3 If within thirty (30) days following delivery of the Statement of Closing Date Working Capital to Seller, Seller has not given Buyer notice an objection as to any amounts set forth on the Statement of Closing Date Working Capital (which notice shall state in reasonable detail the basis of Seller’s objections and Seller’s proposed adjustments) (the “Objection Notice”), the Statement of Closing Date Working Capital as prepared by Buyer will be final, binding, and conclusive on the parties. 3.3.4 If Seller timely gives Buyer an Objection Notice and if Seller and Buyer fail to resolve the issues raised in the Objection Notice within thirty (30) days after delivery of the Objection Notice, Seller and Buyer shall submit the issues remaining in dispute for resolution to a recognized national or regional independent accounting firm mutually acceptable to Buyer and Seller (the “Independent Accountants”). If the Buyer and Seller cannot agree on the Independent Accountants to serve, each of them shall appoint a certificate signed recognized national or regional independent accounting firm and the two firms shall appoint a recognized national or regional accounting firm to serve as the Independent Accountants. 3.3.5 The Independent Accountants shall be directed to resolve only those issues in dispute and render a written report on their resolution of disputed issues with respect to the Statement of Closing Date Working Capital as promptly as practicable, but no later than thirty (30) days after the date on which the Independent Accountants are engaged. The determination by Company’s chief financial officer containing a calculation the Independent Accountants will be based solely on written submissions of Company’s estimation Buyer, on the one hand, and Seller, on the other hand, and will not involve independent review. Any determination with respect to the Statement of Closing Date Working Capital by the Independent Accountants will not be outside the range established by the amounts in (i) the Statement of Closing Date Working Capital as of the close of Company’s business on the day immediately preceding the ClosingCapital, and (ii) Seller’s proposed adjustments thereto. Such determination will be final, binding, and conclusive on the Adjustment Amountparties as of the date of the determination notice sent by the Independent Accountants. 3.3.6 If issues are submitted to the Independent Accountants for resolution: 3.3.6.1 In the absence of mutual agreement of Seller and Buyer, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of or unless otherwise expressly provided for in this Agreement, the cash portion of Independent Accountants shall determine the Purchase Price process to be paid followed in accordance resolving the disputed matters, provided such process is consistent with Section 2.4(b)(i) of this Agreement will (x) be decreased Agreement; 3.3.6.2 Seller and Buyer shall execute any agreement required by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject Independent Accountants to future adjustments accept their engagement pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date 3.3.4; 3.3.6.3 Seller and Buyer shall be deemed to be $0. (b) Buyer will prepare (promptly furnish or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as of the Closing DateIndependent Accountants may request and are available to that party or its accountants, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital and shall be deemed accepted and conclusive and binding, unless Parent shall give written notice afforded the opportunity to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect present to the Closing Working Capital Statement and Working Capital calculation. If at Independent Accountants, with a copy to the end of such twenty (20) consecutive daysother party, Buyer and Parent have been unable any other written material relating to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing the disputed issues; 3.3.6.4 The determination by the partiesIndependent Accountants, the “Unaffiliated Firm”) to resolve the matters as set forth in a report to be delivered by the Disagreement Notice. The Unaffiliated Firm shall (i) resolve Independent Accountants to both Seller and Buyer, will include the disagreement as to the Statement of Closing Date Working Capital Statement as promptly as possible after its engagement by that were revised, reflecting the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes required as a result of fluctuations in the exchange ratedetermination made by the Independent Accountants; and 3.3.6.5 The fees and expenses of the Independent Accountants shall be paid by Seller, on the one hand, and Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent 3.3.7 Any payments made pursuant to Section 3.3 shall pay such Adjustment Amount be treated as an adjustment to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease parties for Tax purposes, unless otherwise required by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below)Law. (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer shall prepare a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of Closing Balance Sheet (i“Closing Balance Sheet”) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable Business as of the Closing Date applying the Agreed Accounting Principles. Buyer shall be deemed then determine the Net Asset Value as of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (45) days following the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be $0accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheet. (b) Buyer will prepare If within thirty (or cause to be prepared30) a working capital statement (“Closing Working Capital Statement”) of Company as days following delivery of the Closing Date, including a computation of the Working Capital as of Balance Sheet and the Closing Date. Net Asset Value calculation Sellers have not given Buyer will deliver written notice of their objection as to the Closing Working Capital Statement to Parent within sixty Net Asset Value calculation (60) consecutive days after which notice shall state the basis of Sellers’ objection), then the Closing Date. The Working Capital Net Asset Value calculated by Buyer shall be deemed accepted binding and conclusive on the parties and bindingbe used in computing the Adjustment Amount. (c) If Sellers duly give Buyer such notice of objection, unless Parent shall give written notice to and if Sellers and Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith fail to resolve any such disagreements the issues outstanding with respect to the Closing Working Capital Statement Balance Sheet and Working Capital calculationthe calculation of the Closing Net Asset Value within thirty (30) days of Buyer’s receipt of Sellers’ objection notice, Sellers and Buyer shall submit the issues remaining in dispute to the Independent Accountants, for resolution applying the Agreed Accounting Principles. If at issues are submitted to the end of Independent Accountants for resolution, (i) Sellers and Buyer shall furnish or cause to be furnished to the Independent Accountants such twenty work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (20ii) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing the determination by the partiesIndependent Accountants, the “Unaffiliated Firm”) to resolve the matters as set forth in a reasonably detailed notice to be delivered to both Parent and Buyer within forty-five (45) days of the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as submission to the Closing Working Capital Statement as promptly as possible after its engagement by Independent Accountants of the partiesissues remaining in dispute, but in any event shall be final, binding and conclusive on the parties and shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items be used in the Disagreement Notice which remain unresolved between Buyer and Parent, calculation of the Closing Net Asset Value; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Sellers and Buyer and Parent a report of its review will each bear fifty percent (50%) of the items in the Disagreement Notice as promptly as practicable fees and shall include in such report its determination costs of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in Independent Accountants for such determination. In connection with the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements retention of the Unaffiliated Firm shall be borne one half by Parent Independent Accountants, Sellers and one half by Buyer. (c) The parties hereto Buyer agree that they will enter into a customary engagement agreement therewith, including appropriate provision for purposes joint and several indemnity of determining such Independent Accountants as to their services and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rateconclusions. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior to Closing, The determination of the Working Capital of the Company has caused to on the Closing Date shall be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of made as follows: (i) the Working Capital as Buyer shall prepare a balance sheet of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. in accordance with Company GAAP (b) Buyer will prepare (or cause to be prepared) a working capital statement (“the "Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing DateBalance Sheet"). Buyer will deliver shall then determine the Closing Working Capital Statement based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Working Capital to Parent the Sellers' Representatives within sixty ninety (6090) consecutive days after following the Closing Date. The . (ii) If within thirty (30) days following delivery of the Closing Balance Sheet and the calculations of the Closing Working Capital the Sellers' Representatives have not given Buyer written notice of their objection as to the calculations of the Closing Working Capital (the "Dispute Notice"), then the Closing Working Capital as calculated by Buyer shall be deemed accepted binding and conclusive on the parties and binding, unless Parent shall give be used in computing the adjustments to the Cash Payment. Sellers' Representatives may waive this thirty (30) day period by providing written notice to Buyer of their acceptance of the Buyer's calculations of the Closing Working Capital. (iii) If the Sellers' Representatives deliver to Buyer the Dispute Notice (which notice shall state the basis of Sellers' Representatives' objection) within such thirty (30) day period, Buyer and Sellers' Representatives shall use commercially reasonable efforts for a period of ten (10) days after Buyer's receipt of the Dispute Notice (or such longer period as Buyer and Sellers' Representatives shall mutually agree upon) to resolve any disputes raised by Sellers' Representatives with respect to the calculation of the Closing Working Capital, as set forth on the Closing Balance Sheet, and Sellers' Representatives and Buyer shall provide information to the other party (as reasonably requested) related to the items of disagreement set forth in the Dispute Notice. Sellers' Representatives and their agents shall have all reasonable rights of access to the corporate records of the Company for such purposes. If, at the end of such ten (10) day period, the Sellers' Representatives and Buyer fail to resolve the outstanding issues with which Parent disagrees respect to the Closing Balance Sheet and the calculations of the Closing Working Capital, the Sellers' Representatives and Buyer jointly shall select an independent auditor of recognized national standing (“Disagreement who is not rendering, and during the preceding two (2) year period has not rendered, services to the Company or Buyer or any of their respective affiliates) to resolve any remaining disagreements. If the Sellers' Representatives and Buyer are unable to jointly select such independent auditor within fifteen (15) days after the date of the Dispute Notice”, each party shall select an independent auditor of recognized national standing and each such selected independent auditor shall select a third independent auditor of recognized national standing (who is not rendering, and during the preceding two (2) year period has not rendered, services to the Company or Buyer or any of their respective affiliates) (such selected independent auditor whether pursuant to this or the preceding sentence, the "Independent Accountant"). If issues are submitted to the Independent Accountant for resolution, (i) the Sellers' Representatives and Buyer shall furnish or cause to be furnished to the Independent Accountant such work papers and other documents and information relating to the disputed issues as the Independent Accountant may reasonably request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountant any material relating to the disputed issues and to discuss the issues with the Independent Accountant; (ii) the determination by the Independent Accountant, as set forth in a notice to be delivered to both the Sellers' Representatives and Buyer within twenty (20) consecutive days after of the receipt by Parent submission to the Independent Accountant of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculations of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, Capital; and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Sellers and Buyer and Parent a report of its review will each bear fifty percent (50%) of the items in the Disagreement Notice as promptly as practicable fees and shall include in such report its determination costs of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerIndependent Accountant for such determination. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior The “Adjustment Amount” (which may be a positive or negative number) will be equal to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed the amount determined by Company’s chief financial officer containing a calculation of Company’s estimation of (i) subtracting the Reference Working Capital from the Working Capital as and multiplying that remainder by a fraction, the numerator of which is the close of Company’s business on Gross Consideration minus the day immediately preceding the ClosingContribution Value, and (ii) the denominator of which is the Gross Consideration. For purposes of computing the Adjustment Amount, if any, (the “Estimated Closing Reference Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date Capital” shall be deemed to be $01,728,622. (b) Buyer will shall prepare financial statements (or cause to be prepared) a working capital statement (the “Closing Working Capital StatementFinancial Statements”) of Company the Acquired Assets and Assumed Liabilities as of the Closing DateEffective Time using the same methodology as Seller’s past practices. Buyer shall then, including a computation of using the same methodology as was used to calculate the Estimated Working Capital, determine the Working Capital as of based upon the Closing DateFinancial Statements. Buyer will shall deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted Financial Statements and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6Seller within 90 days following the Closing Date. (c) If within 30 days following delivery to Seller of the Closing Financial Statements and, based thereon, Buyer’s determination of Working Capital and the Adjustment Amount Seller has not given Buyer written notice of Seller’s objection to Buyer’s determination of Working Capital and the Adjustment Amount (which notice shall state the basis of Seller’s objection in reasonable detail) (an “Objection Notice”), then Working Capital and the Adjustment Amount as so determined by Buyer shall be binding and conclusive on the Parties. (d) If Seller duly gives Buyer such notice of objection, and if Seller and Buyer fail to agree on the Adjustment Amount within 30 days of Buyer’s receipt of the objection notice from Seller, either Seller or Buyer may at any time thereafter elect, by written notice to the other Party, to have the Adjustment Amount determined by the Independent Accountants. Upon delivery of such written notice, each of Seller and Buyer shall promptly (and, in any case, no later than 10 days thereafter) deliver to the Independent Accountants and to the other Party its proposed Closing Financial Statements and, based thereon, its determination of Working Capital and the Adjustment Amount. The Independent Accountants will act as an arbitrator to determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues still in dispute with respect to the Objection Notice; provided that in its determination of any disputed item the Independent Accountants may not assign a value to such item that is greater than the greatest value for such item claimed by Buyer or Seller or less than the lowest value for such item claimed by Buyer or Seller. Buyer and Seller will instruct the Independent Accountants to render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accountants as to each item in dispute and the resulting Working Capital and Adjustment Amount. Buyer and Seller will each use their commercially reasonable efforts to cause the Independent Accountants to render its determination within 30 days after referral of the items to such firm or as soon thereafter as reasonably practicable. In resolving such dispute, the following items shall not be included Independent Accountants will apply the provisions of this Agreement concerning determination of the amounts set forth in the calculation Objection Notice and the decision of current assets: the Independent Accountants will be solely based on (iA) Fees whether such disputed item was prepared in accordance with the guidelines set forth in this Agreement concerning determination of the amounts set forth in the Objection Notice and (B) whether the item objected to contains a mathematical or clerical error. There will be paid no ex parte communication between any of Buyer or Seller or their respective Representatives, on the one hand, and the Independent Accountants, on the other hand. The Independent Accountants’ determination of the Working Capital and Adjustment Amount as set forth in its report will, absent fraud or manifest error, be final, conclusive and binding on the Parties for purposes of this Agreement. The Independent Accountants will determine the allocation of its fees and expenses to the Company by Xxxxxxxxx 3G UK Limited pursuant respective Parties based on the inverse of the percentage that the Independent Accountants’ resolution of the disputed items (before such allocation) bears to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net total amount of £98,000; the disputed items as originally submitted to the Independent Accountants. (ii) Any For example, if the total amount of unreceived rent (approximately £37,000) to be returned the disputed items as originally submitted to the Company upon renewal Independent Accountants equals $1,000 and the Independent Accountants awards $600 in favor of Seller’s position, sixty percent (60%) of the lease fees and expenses of the Independent Accountants would be borne by Picochip, a subtenant in Buyer and forty percent (40%) of the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined belowfees and expenses of the Independent Accountants would be borne by Seller). (fe) The parties acknowledge and agree that If the receivable associated with Adjustment Amount as finally determined is: (i) less than the T-Mobile Bought Team October Services Estimated Adjustment Amount, then, within three Business Days after such determination, Seller shall pay or cause to be paid such deficiency to Buyer by wire transfer of immediately available funds to such bank account of Buyer as Buyer shall specify to Seller in writing; or (ii) greater than the approximate Estimated Adjustment Amount, then Buyer shall, within three Business Days after such determination, pay to or as directed by Seller the amount of £145,000 (such excess by wire transfer of immediately available funds to such bank account or accounts as Seller shall specify to Buyer in writing. The Cash Purchase Price as adjusted by the Adjustment Amount is referred to herein as the “T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestAdjusted Cash Purchase Price.” 2.9

Adjustment Procedure. (a) Prior Sellers will prepare and will cause Xxxxxxx, Xxxxxx & XxXxxxx, PA, the Company's certified public accountants, to Closingaudit consolidated financial statements ("Closing Financial Statements") of the Company as of June 30, Company has caused to be prepared and delivered 1999, including a computation of Debt as of June 30, 1999. Sellers will deliver the Closing Financial Statements to Buyer Xxxx.xx July 15, 1999. Said Closing Financial Statements will then be forwarded by Buyer to Xxxxxx & Young, the Buyer's certified public accountants, to review same to Buyer's satisfaction. If within forty-five (45) days following delivery of the Closing Financial Statements, Buyer has not given Sellers notice of its objection to the Closing Financial Statements (such notice must contain a certificate signed statement of the basis of Buyer's objection), then the Debt reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Buyer gives such notice of objection, then the issues in dispute will be submitted to mutually agreed upon certified public accountants selected by Company’s chief financial officer containing a calculation of Company’s estimation of the parties (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Working Capital Accountants such workpapers and other documents and information relating to the disputed issues as of the close of Company’s business on the day immediately preceding the ClosingAccountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for such determination. (b) On the tenth business day following the final determination of the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) is less than the aggregate of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments payments made pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereofSections 2.4(b), the dollar amount Rule 144 Stock issued to Sellers shall be reduced on the basis of $15.00 per share, whereupon the disagreement. shares shall be released from specifyEscrow and delivered to Sellers and to Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect pursuant to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerEscrow Agreement. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of Within 150 days following the Closing Date, including a computation of Buyer shall recalculate the Net Working Capital as of the Closing DateDate (the “Final Net Working Capital”), (x) without giving effect to the Contemplated Transactions except as set forth on Schedule 2.5. and (y) omitting from accounts receivable any Accounts Receivable that are not actually collected (after making commercially reasonable efforts to collect such receivables in accordance with CAI’s normal collection policies) between the Closing Date and the date that is 145 days following the Closing Date and omitting from the accrued expenses the related commissions payable for such omitted Accounts Receivable, and notify in writing the Seller of such Final Net Working Capital. Final Net Working Capital shall be calculated pursuant to the formula set forth in Schedule 2.5 hereto and such calculations shall be set forth in the notice to Seller in reasonable detail consistent with Schedule 2.5. Except as set forth on Schedule 2.5, the individual line items included in Final Net Working Capital shall be calculated in accordance with GAAP. Buyer will deliver shall provide the Closing Seller with access to such working papers used by Buyer or its representatives or agents (including, without limitation, all accountants) to determine the Final Net Working Capital, as the Seller shall reasonably request. Thirty (30) days following the delivery of the Final Net Working Capital Statement (or if the Seller has an objection to Parent the Final Net Working Capital amount, within sixty five Business Days after the final resolution of such objection as set forth in subsection (60b) consecutive below if later than such date), the Purchase Price shall be recalculated such that the Purchase Price will be (i) increased by an amount equal to the excess of the Final Net Working Capital or the Net Working Capital resulting from subsection (b) below, as the case may be over Target Net Working Capital, if any, or (ii) decreased by an amount equal to the excess of the Target Net Working Capital over the Final Net Working Capital or the Net Working Capital resulting from subsection (b) below, as the case may be (the Purchase Price, as adjusted pursuant to the foregoing formula is referred to as the “Final Purchase Price”). At such time as the Final Purchase Price is calculated pursuant to the immediately preceding sentence, (i) the Seller shall pay to Buyer the amount, if any, by which the Final Purchase Price is less than the Purchase Price or (ii) Buyer shall pay to the Seller, by depositing such amount in the Escrow Fund (as if such payment were additional Purchase Price) an amount, if any, by which the Final Purchase Price exceeds the Purchase Price. (b) The Seller shall notify Buyer, in writing, within thirty (30) days after receipt of notification of the Closing DateFinal Net Working Capital, of any objections thereto, setting forth in such notice a statement describing such objections (an “Objection Notice”). The If the Seller does not deliver an Objection Notice within such thirty (30) day period, then the Final Net Working Capital shall be deemed accepted final and conclusive and binding, unless Parent shall give written notice to Buyer binding upon each of the items with which Parent disagrees parties hereto for the purposes of determining the dollar amounts therein. Buyer and the Seller shall use commercially reasonable best efforts to resolve any such objection and to agree upon the definitive Net Working Capital to be used to calculate the Final Purchase Price. If within ten (10) days after Buyer’s receipt of an Objection Notice, the parties have not resolved such objections and agreed upon the definitive Final Net Working Capital, Buyer and the Seller shall select Ernst & Young, LLP, to resolve any remaining objections (the “Disagreement NoticeFirm”) (or such other national accounting firm as the Parties shall mutually agree). Buyer and the Seller shall cause such Firm, within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagementselection, (ii) thereby consider to resolve such disagreement and resolve only those items in to prepare the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in definitive Net Working Capital to be used to calculate the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working CapitalFinal Purchase Price, which adjustments shall be no more favorable to Buyer than reflected in the Closing resolution and definitive Net Working Capital Statement, will be conclusive and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, upon the parties hereto. The fees Firm’s determination will be calculated in a manner consistent with, and disbursements of using the Unaffiliated same methodology set forth in Schedule 2.5 and this Section 2.6. If the parties submit any unresolved objections to the Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, resolution as finally determined pursuant to provided in this Section 2.6(b), with the Estimated Closing fees and expenses of the Firm shall be borne by the party whose assertion of Net Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted differs most from the Purchase Price pursuant to Section 2.6(a) and (B) if the Firm’s determination of Net Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available fundsCapital. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior Sellers will prepare and will cause Xxxxxxx, Xxxxxx & XxXxxxx, PA, the Company's certified public accountants, to Closingaudit consolidated financial statements ("Closing Financial Statements") of the Company as of June 30, Company has caused to be prepared and delivered 1999, including a computation of Debt as of June 30, 1999. Sellers will deliver the Closing Financial Statements to Buyer Xxxx.xx July 15, 1999. Said Closing Financial Statements will then be forwarded by Buyer to Xxxxxx & Young, the Buyer's certified public accountants, to review same to Buyer's satisfaction. If within forty-five (45) days following delivery of the Closing Financial Statements, Buyer has not given Sellers notice of its objection to the Closing Financial Statements (such notice must contain a certificate signed statement of the basis of Buyer's objection), then the Debt reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Buyer gives such notice of objection, then the issues in dispute will be submitted to mutually agreed upon certified public accountants selected by Company’s chief financial officer containing a calculation of Company’s estimation of the parties (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Working Capital Accountants such workpapers and other documents and information relating to the disputed issues as of the close of Company’s business on the day immediately preceding the ClosingAccountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for such determination. (b) On the tenth business day following the final determination of the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) is less than the aggregate of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments payments made pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereofSections 2.4(b), the dollar amount Rule 144 Stock issued to Sellers shall be reduced on the basis of $15.00 per share, whereupon the disagreement. shares shall be released from specify Escrow and delivered to Sellers and to Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect pursuant to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerEscrow Agreement. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.

Adjustment Procedure. (a) Prior Within 60 days after the Closing Date, Parent shall prepare and deliver to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of the Shareholders’ Agent (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, a certificate (the “Estimated Closing Working Capital StatementCertificate”). As required by Section 2.2 of this Agreement, the cash portion ) setting forth Parent’s calculation of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company Merger Consideration as of the Closing Date, including a computation an itemized statement of the Closing Cash, Closing Debt, Sale Bonuses, VHS Payments and Closing Working Capital and (ii) a balance sheet of Company as of the Closing Date. Buyer will deliver Date reflecting Parent’s calculation of each of the components of the Merger Consideration (the “Closing Balance Sheet”), which shall be prepared in accordance with GAAP applied on a basis consistent with Company’s past practices used in preparing the Company Financial Statements. (b) The Shareholders’ Agent shall have 45 days from the date on which the Closing Working Capital Statement to Parent within sixty (60) consecutive days after Certificate and the Closing Date. The Working Capital shall be deemed accepted and conclusive and bindingBalance Sheet have been delivered to it to raise any objection(s) to the Closing Certificate or the Closing Balance Sheet, unless Parent shall give by delivery of written notice to Buyer of Parent setting forth such objection(s) in reasonable detail (the items with which Parent disagrees (“Disagreement NoticeDisputed Items”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice In the event that the Shareholders’ Agent shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve not deliver any such disagreements objection(s) with respect to the Closing Working Capital Statement and Working Capital calculationCertificate or the Closing Balance Sheet within such 45-day period, then the Closing Certificate shall be deemed final for purposes of this Section 2.10. If at In the end of event that any such twenty (20objection(s) consecutive daysare so delivered, Buyer the Closing Certificate shall be deemed not final and Parent have been and the Shareholders’ Agent shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve their disagreementsall of the Disputed Items within 30 days of delivery of such notice, either Buyer or Parent may engageshall, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP within five Business Days thereafter (or such other Person earlier date as mutually agreed agreed), submit the Disputed Items to in writing the Independent Accounting Firm. Parent and the Shareholders’ Agent shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items requested by the partiesIndependent Accounting Firm to the extent available to Parent or its Representatives or the Shareholders’ Agent or its Representatives. Parent and the Shareholders’ Agent shall be afforded the same opportunity to present to the Independent Accounting Firm any material related to the Disputed Items and to discuss the issues with the Independent Accounting Firm. The Independent Accounting Firm will (i) resolve only the outstanding Disputed Items and may not assign a value greater than the greatest value claimed for any item by either party or smaller than the smallest value claimed for any item by either party, and (ii) re-calculate the “Unaffiliated Firm”) to resolve Merger Consideration as of the matters Closing Date using the calculations set forth in the Disagreement NoticeClosing Certificate, as modified only by (A) the Independent Accounting Firm’s resolution of the outstanding Disputed Items and/or (B) the written agreement of Parent and the Shareholders’ Agent. The Unaffiliated Firm shall (i) resolve determination by the disagreement Independent Accounting Firm, as set forth in a notice to be delivered to Parent and the Shareholders’ Agent within 30 days after the submission of the Disputed Items to the Closing Working Capital Statement as promptly as possible after its engagement Independent Accounting Firm, shall be final, binding and conclusive on Parent, the Shareholders’ Agent and all shareholders of Company. The fees, costs and expenses of the Independent Accounting Firm will be borne by the partiesparty whose positions generally did not prevail in such determination, but in any event as determined by such Independent Accounting Firm, or if the parties shall direct Independent Accounting Firm determines that neither party could be fairly found to be the Unaffiliated Firm to complete its findings prevailing party, then such fees, costs and report within twenty expenses will be borne 50% by the Shareholders’ Agent (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review payable solely out of the items in the Disagreement Notice as promptly as practicable Agent Fund) and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made 50% by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerParent. (c) The parties hereto agree that for purposes of determining and comparing At such time as the Closing Working Capital StatementCertificate shall become final in accordance with Subsection 2.10(b), as the Merger Consideration determined in accordance with the final Closing Certificate (the “Final Merger Consideration”) shall be compared to the Estimated Merger Consideration. If the Estimated Merger Consideration is greater than the Final Merger Consideration, the Securityholders shall pay to Parent an amount equal to such excess. Any payment to be made by the Securityholders pursuant to this Subsection 2.10(c) shall be made, within five Business Days from the date that the Closing Certificate is finally determined pursuant to this Section 2.6(bSubsection 2.10(b), with first by release of such amount from the Agent Fund and, if necessary, from the Escrow Fund. If the Final Merger Consideration is greater than the Estimated Merger Consideration, Parent shall pay to the Securityholders an amount equal to such excess within five Business Days from the date that the Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rateCertificate is finally determined pursuant to Subsection 2.10(b). (d) Within ten (10) Business Days after No adjustment to the Working Capital calculation becomes final and binding on the partiesMerger Consideration pursuant to this Section 2.10 shall be considered a breach of any representation, (A) if the Working Capital is negative, warranty or other provision of this Agreement. Parent shall pay such Adjustment Amount to Buyer by wire transfer not make any claim in immediately available funds to respect of the extent such amount was not already deducted from determination of the Purchase Price pursuant to Merger Consideration or any item included within the determination of the Merger Consideration other than in accordance with this Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds2.10. (e) For purposes The Shareholders’ Agent and its accountants, lawyers and representatives will be given full access at all reasonable times to (and shall be allowed to make copies of) the books and records of calculating Working Capital the Surviving Corporation and its Subsidiaries and to any personnel of the Surviving Corporation or any Subsidiaries reasonably requested by such persons, in each case solely in connection with the determination of the Merger Consideration or any dispute relating thereto. The rights of the Shareholders’ Agent and the Adjustment Amount pursuant to Securityholders under this Section 2.6, the following items Agreement shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October prejudiced by the Company in failure of Parent, the approximate net amount Surviving Corporation or any of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) its Subsidiaries to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined belowcomply with this Subsection 2.10(e). (f) The parties acknowledge and agree that If, for any reason, Parent fails to deliver the receivable associated with Closing Certificate within the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of time period required by Subsection 2.10(a), the Estimated Closing Working Capital Statement and Certificate delivered by Company to Parent prior to the Closing shall be excluded from considered for all purposes of this Agreement as being Parent’s “Closing Certificate” and the preparation Shareholders’ Agent shall have all of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments rights under this Section 2.10 with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestcertificate.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation The Seller shall prepare its computation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable Adjusted Book Value as of the Closing Date (the "Estimated Adjusted Book Value"). The Estimated Adjusted Book Value shall be deemed calculated based upon the results of a physical inventory to be $0. (b) Buyer will prepare (conducted on or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of about the Closing Date, including a Date and otherwise in accordance with the procedures set forth on Schedule 3.3(a) (the "Agreed Upon Procedures"). The Seller will deliver its computation of the Working Capital as of the Closing Date. Estimated Adjusted Book Value, together with all supporting documents relating thereto, to Buyer will deliver the Closing Working Capital Statement to Parent within sixty forty-five (6045) consecutive days after the Closing Date. The Working Capital Seller shall grant to Buyer and Xxxxxx Xxxxxxxx LLP, certified public accountants ("Buyer's Accountants"), full access to its books, records and management for the purpose of verifying its computation of the Estimated Adjusted Book Value and the Seller shall permit Buyer's Accountants to observe the physical inventory to be deemed accepted and conclusive and bindingconducted in connection with the Seller's computation of Estimated Adjusted Book Value. If within forty-five (45) days following delivery of its computation of the Estimated Adjusted Book Value, unless Parent shall give Buyer has not given the Seller written notice of Buyer's objection to Buyer the Seller's computation of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after Estimated Adjusted Book Value, then the receipt by Parent of Estimated Adjusted Book Value will be final and binding on the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shallthe Seller. If Buyer gives such notice of objection, during Buyer and the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, Seller shall negotiate in good faith to resolve any such disagreements with respect to disputes within fifteen (15) days following the Closing Working Capital Statement and Working Capital calculationdelivery of such objection by Buyer. If at the end of such twenty (20) consecutive days, Buyer and Parent have been the Seller are unable to resolve their disagreementssuch disputes, either Buyer then the issues in dispute will immediately be submitted to Ernst & Young LLP, certified public accountants (the "Accountants"), for resolution within thirty (30) days after such submission. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP its stockholders (or such other Person mutually agreed its independent public accountants), and will be afforded the opportunity to in writing present to the Accountants any material relating to the determination of the Adjusted Book Value as of the Closing Date and to discuss the determination of the Adjusted Book Value as of the Closing Date with the Accountants; (ii) the determination of the final Adjusted Book Value as of the Closing Date by the partiesAccountants, the “Unaffiliated Firm”) to resolve the matters as set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as a notice delivered to the Closing Working Capital Statement as promptly as possible after its engagement both parties by the partiesAccountants, but in any event will be final and binding on the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, the Seller; and (iii) the Harvard Parties and the Buyer shall otherwise employ each bear 50% of the fees of the Accountants for such procedures determination. The Harvard Parties, on the one hand, and the Buyer, on the other hand, hereby covenant and agree that to the extent that either such party shall determine that any amount of the Adjusted Book Value as itof the Closing Date is not in dispute and therefore either such party shall owe the other such undisputed amount (the "Undisputed Amount"), in it sole discretion, deems necessary or appropriate each party hereto covenants and agrees to promptly pay (and/or cause the Escrow Agent to release funds held in the circumstances with regard Purchase Price Escrow Fund) any such Undisputed Amount to the time limit specified. The Unaffiliated Firm party entitled thereto. (b) In accordance with the procedures set forth in Section 3.3(c), the Base Purchase Price shall submit to Buyer and Parent a report of its review be increased or decreased as follows: if the Adjusted Book Value as of the items in Closing Date is less than $48,839,000 ("March 28 Adjusted Book Value"), the Disagreement Notice Base Purchase Price shall be decreased, dollar for dollar, by the amount by which the Adjusted Book Value as promptly as practicable and shall include in such report its determination of the Working CapitalClosing Date is less than the March 28 Adjusted Book Value. If the Adjusted Book Value as of the Closing Date is greater than the March 28 Adjusted Book Value, which adjustments the Base Purchase Price shall be no more favorable to Buyer than reflected in increased, dollar for dollar, by the amount by which the Adjusted Book Value as of the Closing Working Capital Statement, and no more favorable to Parent than reflected in Date exceeds the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by BuyerMarch 28 Adjusted Book Value. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital StatementBase Purchase Price, as finally determined pursuant ultimately increased or decreased, after giving effect to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 3.3(b) shall be used and that there will be no changes referred to herein as a result of fluctuations in the exchange rate"Final Purchase Price. (d) Within ten (10) Business Days after " If the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Final Purchase Price pursuant to Section 2.6(a) and (B) if is greater than the Working Capital is positiveBase Purchase Price, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6shall, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive business days following after the end final determination of the month Adjusted Book Value as of the Closing Date in accordance with Section 3.3(a), pay the Seller (after giving effect to any Undisputed Amount previously paid by the Buyer) by wire transfer or delivery of other immediately available funds the amount by which the Final Purchase Price exceeds the Base Purchase Price and simultaneously therewith cause the Escrow Agent to pay the entire amount of the Purchase Price Escrow Fund to the Seller. If the Final Purchase Price is less than the Base Purchase Price, the Harvard Parties shall (after giving effect to any Undisputed Amount previously paid by the Harvard Parties to the Buyer), within ten (10) business days after the final determination of the Adjusted Book Value as of the Closing Date in accordance with Section 3.3(a), (i) cause the Escrow Agent to pay to the Buyer from the Purchase Price Escrow Fund the amount by which the Base Purchase Price exceeds the Final Purchase Price (such payment amount is receivedhereinafter referred to as the "Shortfall Adjusted Book Value Amount") and the balance, without interestif any, of the Purchase Price Escrow Fund shall be paid to the Seller and (ii) if the Shortfall Adjusted Book Value Amount exceeds the entire amount of the Purchase Price Escrow Fund (such amount is hereinafter referred to as the "Purchase Price Escrow Fund Deficit Amount") pay to Buyer the Purchase Price Escrow Fund Deficit Amount by wire transfer or delivery of other immediately available funds.

Adjustment Procedure. (a) Prior On the date that is no more than three business days prior to the Closing, the Seller shall deliver to the Buyer an estimated balance sheet of the Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close Closing Date (the "Estimated Closing Balance Sheet"), which shall be prepared using consistent accounting principles as with prior periods, taking into account cash reserves for the payment of Company’s business on all volume discounts accrued by the day immediately preceding Company and not previously settled or paid. (b) Within 30 days after the ClosingClosing Date, Deloitte & Touche ("Deloitte") shall prepare in accordance with GAAP and consistent with the preparation of the Financial Statements, and deliver to the Buyer and Seller a closing balance sheet for the Company, as of the Closing Date (iithe "Draft Closing Balance Sheet"). Within no later than 10 days (or as otherwise agreed to by Buyer and Seller) after the Adjustment Amountdelivery of the Draft Closing Balance Sheet, Buyer and Seller shall meet in the offices of Deloitte, located at San Xxxx, Puerto Rico, to object to any provisions of the Draft Closing Balance Sheet, which objections shall be resolved in the sole discretion of Deloitte. Once all objections, if any, (the “Estimated Closing Working Capital Statement”). As required have been resolved by Section 2.2 of this AgreementDeloitte, the cash portion of Draft Closing Balance Sheet shall become the Purchase Price to be paid in accordance with Section 2.4(b)(i"Closing Balance Sheet" and Deloitte shall calculate the Adjustment Amount. Within five days following the date that the Closing Balance Sheet is determined, (i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and a positive number, the Buyer shall pay Seller in cash an amount equal to the Adjustment Amount; or (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)ii) if the estimated Adjustment Amount is a negative number, the Seller shall pay to buyer in cash an amount equal the Adjustment Amount multiplied by negative one. (c) On February 1, 2004 (or at such other time as agreed to by the Buyer and Seller), Buyer and Seller shall in good faith update the Closing Balance Sheet based upon the Company's actual operating results (including actual accrued and paid volume discounts), and at such time Buyer and Seller shall recalculate the Adjustment Amount determined in Section 2.6(b) (after adjustment, the "Final Adjustment Amount"). Any disagreements between Buyer and Seller regarding the update of the Closing Balance Sheet and the calculation of the Final Adjustment Amount shall be settled by Deloitte, whose determination shall be final. Then, within 5 days after determining the Final Adjustment Amount (i) if the Final Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally Adjustment Amount determined pursuant to this Section 2.6(b) (negative 1 is "greater" than negative 5), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer Seller, in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to this Section 2.6cash, the following items shall not be included in the calculation of current assets: (i) Fees to be paid to the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below). (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect difference of the T-Mobile Receivable Final Adjustment Amount and the Adjustment Amount determined in Section 2.6(b) plus 6% simple, annual interest on such amount calculated from the Closing Date; or (ii) if the Final Adjustment Amount is less reasonable collection coststhan the Adjustment Amount (negative 5 is "less" than negative 1), if any) within ten (10) consecutive days following Seller shall pay to Buyer, in cash, an amount equal to the end difference of the month Final Adjustment Amount and the Adjustment Amount determined in which Section 2.6(b) plus 6% simple, annual interest on such payment is received, without interestamount calculated from the Closing Date.

Adjustment Procedure. (a) Prior The “Adjustment Amount” (which may be a positive or negative number) will be equal to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed the amount determined by Company’s chief financial officer containing a calculation of Company’s estimation of (i) subtracting the Reference Working Capital from the Working Capital as Capital. For purposes of the close of Company’s business on the day immediately preceding the Closing, and (ii) computing the Adjustment Amount, if any, (the “Estimated Closing Reference Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date Capital” shall be deemed to be $08,973,000. (b) Buyer will shall prepare financial statements (or cause to be prepared) a working capital statement (the “Closing Working Capital StatementFinancial Statements”) of Company the Acquired Assets and Assumed Liabilities as of the Closing DateEffective Time. Buyer shall then, including a computation of using the same methodology as was used to calculate the Estimated Working Capital, determine the Working Capital as of based upon the Closing DateFinancial Statements. Buyer will shall deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted Financial Statements and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capital Statement as promptly as possible after its engagement by the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, and (iii) shall otherwise employ such procedures as it, in it sole discretion, deems necessary or appropriate in the circumstances with regard to the time limit specified. The Unaffiliated Firm shall submit to Buyer and Parent a report of its review of the items in the Disagreement Notice as promptly as practicable and shall include in such report its determination of the Working Capital, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price pursuant to Section 2.6(a) and (B) if the Working Capital is positive, Buyer shall pay such Adjustment Amount to Parent by wire transfer in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant to Seller within 60 days following the Closing Date. (c) If within 45 days following delivery to Seller of the Closing Financial Statements and, based thereon, Buyer’s determination of Working Capital and the Adjustment Amount Seller has not given Buyer written notice of Seller’s objection to Buyer’s determination of the Closing Financial Statements, Working Capital and the Adjustment Amount (which notice shall state the basis of Seller’s objection in reasonable detail), then the Closing Financial Statements, Working Capital and the Adjustment Amount as so determined by Buyer shall be binding and conclusive on the Parties. (d) If Seller duly gives Buyer such notice of objection, and if Seller and Buyer fail to agree on the Adjustment Amount within 45 days of Buyer’s receipt of the objection notice from Seller, either Seller or Buyer may at any time thereafter elect, by written notice to the other Party, to have the Adjustment Amount determined by the Independent Accountants. Upon delivery of such written notice, each of Seller and Buyer shall promptly (and, in any case, no later than 10 days thereafter) deliver to the Independent Accountants and to the other Party its proposed Closing Financial Statements and, based thereon, its determination of Working Capital and the Adjustment Amount. The Parties agree that they shall jointly instruct the Independent Accountants to (A) make their determination of the Closing Financial Statements, Working Capital and the Adjustment Amount based on their independent review (which will be in accordance with the guidelines and procedures set forth in this Section 2.6Agreement) and, at the Independent Accountants discretion, a one-day conference concerning the amount in dispute, at which conference each of Buyer and Seller shall have the right to present its respective position with respect to such dispute and have present its respective advisors, counsel and accountants, (B) render a final resolution in writing to Buyer and Seller (which final resolution shall be requested by Buyer and Seller to be delivered not more than 30 days following items submission of such disputed matters), which shall not be included final, conclusive and binding on the Parties with respect to the Closing Financial Statements, Working Capital and the Adjustment Amount as finally determined by the Independent Accountants, and (C) provide a written report to Buyer and Seller, if requested by either of them, which sets forth in reasonable detail the calculation basis for the Independent Accountants’ final determination. No appeal from such determination shall be permitted. The fees and expenses of current assetsthe Independent Accountants shall be borne by the Party whose aggregate position was farthest from the Independent Accountants’ final determination, but Buyer and Seller shall otherwise each bear its respective fees and expenses incurred in connection with the dispute. (e) If the Adjustment Amount as finally determined is: (i) Fees to less than the Estimated Adjustment Amount by an amount that is greater than $50,000, then: (1) the Purchase Price shall be paid decreased by the amount of such shortfall, and (2) within three Business Days after such determination, Seller and Buyer shall deliver a joint written resolution to the Company by Xxxxxxxxx 3G UK Limited pursuant Escrow Agent instructing the Escrow Agent to an oral agreement confirmed in an email dated October 21, 2004, for distribute the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000such shortfall to Buyer in accordance with the Escrow Agreement; (ii) Any an amount of unreceived rent that is not greater than the Estimated Adjustment Amount by more than $50,000 or less than the Estimated Adjustment Amount by more than $50,000, then: (approximately £37,0001) the Purchase Price shall not be decreased or increased by any amount, and (2) no payment shall be made to be returned Buyer or to the Company upon renewal Seller pursuant to this Section 2.8 or otherwise on account of the lease by Picochip, a subtenant in the Company offices located in Bath, EnglandAdjustment Amount; andor (iii) The T-Mobile Receivable greater than the Estimated Adjustment Amount by an amount that is greater than $50,000, then (as defined below). (f1) The parties acknowledge and agree that the receivable associated with Purchase price shall be increased by the T-Mobile Bought Team October Services in the approximate amount of £145,000 such excess, and (“T-Mobile Receivable”2) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees shall, within three Business Days after such determination, pay to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to Seller the amount Company received of such excess by wire transfer of immediately available funds to such bank account or accounts as Seller shall specify to Buyer in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interestwriting.

Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief Sellers will prepare consolidated financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, statements (the “Estimated "Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(iFinancial Statements") of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 APBI, EAG and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0. (b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company EIL as of the Closing Date, including a consolidated balance sheet and a computation of the Working Capital consolidated stockholders' equity for APBI, EAG and EIL as of the Closing Date. Buyer The Closing Financial Statements shall update and supplement the Interim Balance Sheets and related consolidated statements of income for the 11 months ending November 30, 1998, so as to fairly and accurately present the results of operations and financial condition of the Acquired Companies for the period from the date of the Interim Balance Sheets through the Closing Date (the "Update Period"). Sellers will deliver the Closing Working Capital Statement Financial Statements to Parent Buyer within sixty (60) consecutive forty-five days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) If within twenty (20) consecutive thirty days after the receipt by Parent following delivery of the Closing Working Capital Statement (or the due date thereof if Financial Statements, Buyer has not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount given Sellers notice of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect its objection to the Closing Working Capital Statement and Working Capital calculationFinancial Statements (such notice must contain a statement of the basis of Buyer's objection; provided that no objection may be made which relates to any item on the Interim Balance Sheets), then the consolidated stockholders' equity reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If at Buyer gives such notice of objection, then the end of issues in dispute will be submitted to PriceWaterhouseCoopers LLP, certified public accountants (the "Dispute Resolution Accountants"), for resolution. If issues in dispute are submitted to the Dispute Resolution Accountants for resolution, (i) each party will furnish to the Dispute Resolution Accountants such twenty (20) consecutive days, Buyer work papers and Parent have been unable other documents and information relating to resolve their disagreements, either Buyer or Parent the disputed issues as the Dispute Resolution Accountants may engage, on behalf of Buyer request and Parent, Xxxxx Xxxxxxxx LLP are available to that party (or such other Person mutually agreed its independent public accountants ), and will be afforded the opportunity to in writing present to the Dispute Resolution Accountants any material relating to the determination and to discuss the determination with the Dispute Resolution Accountants; (ii) the determination by the partiesDispute Resolution Accountants, the “Unaffiliated Firm”) to resolve the matters as set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as a notice delivered to the Closing Working Capital Statement as promptly as possible after its engagement both parties by the Dispute Resolution Accountants, will be binding and conclusive on the parties, but in any event the parties shall direct the Unaffiliated Firm to complete its findings and report within twenty (20) consecutive days after its engagement, (ii) thereby consider and resolve only those items in the Disagreement Notice which remain unresolved between Buyer and Parent, ; and (iii) shall otherwise employ the non-prevailing party will pay the fees of the Dispute Resolution Accountants for such procedures determination, except that if neither party substantially prevails (as it, in it sole discretion, deems necessary or appropriate determined in the circumstances with regard to sole discretion of the time limit specified. The Unaffiliated Firm shall submit to Dispute Resolution Accountants), Buyer and Parent a report of its review Sellers will each bear 50% of the items in fees of the Disagreement Notice as promptly as practicable and shall include in Dispute Resolution Accountants for such report its determination. (b) On the tenth business day following the final determination of the Working CapitalAdjustment Amount, which adjustments shall be no more favorable to Buyer than reflected in the Closing Working Capital Statement, and no more favorable to Parent than reflected in the Disagreement Notice. The determinations so made by the Unaffiliated Firm shall be conclusive, binding on, and non-appealable by, the parties hereto. The fees and disbursements of the Unaffiliated Firm shall be borne one half by Parent and one half by Buyer. (c) The parties hereto agree that for purposes of determining and comparing the Closing Working Capital Statement, as finally determined pursuant to this Section 2.6(b), with the Estimated Closing Working Capital Statement, an exchange ratio of US $0.5443 per UK £1 shall be used and that there will be no changes as a result of fluctuations in the exchange rate. (d) Within ten (10) Business Days after the Working Capital calculation becomes final and binding on the parties, (A) if the Working Capital is negative, Parent shall pay such Adjustment Amount to Buyer by wire transfer in immediately available funds to the extent such amount was not already deducted from the Purchase Price is greater than the aggregate of the payment made pursuant to Section 2.6(a2.4(b)(i) and (B) the principal amount of the Promissory Note and the Acquisition Note, Buyer will pay the difference to Sellers, and if the Working Capital Purchase Price is positiveless than such aggregate amount, Buyer shall Sellers will pay such Adjustment Amount the difference to Parent by wire transfer Buyer. All payments will be made together with interest at 8% compounded daily beginning on the Closing Date and ending on the date of payment. Payments must be made in immediately available funds. (e) For purposes of calculating Working Capital and the Adjustment Amount pursuant . Payments to this Section 2.6, the following items shall not Sellers or to Buyer hereunder will be included allocated in the calculation of current assets: (i) Fees proportions set forth in Section 2.2. In addition, payments to Sellers or Buyer must be paid made by cashier's or certified check, or by wire transfer to such bank account as Sellers or Buyer, as the Company by Xxxxxxxxx 3G UK Limited pursuant to an oral agreement confirmed in an email dated October 21case may be, 2004, for the provision of support and maintenance services for the month of October by the Company in the approximate net amount of £98,000; (ii) Any amount of unreceived rent (approximately £37,000) to be returned to the Company upon renewal of the lease by Picochip, a subtenant in the Company offices located in Bath, England; and (iii) The T-Mobile Receivable (as defined below)will specify. (f) The parties acknowledge and agree that the receivable associated with the T-Mobile Bought Team October Services in the approximate amount of £145,000 (“T-Mobile Receivable”) has been excluded from the preparation of the Estimated Closing Working Capital Statement and shall be excluded from the preparation of the Closing Working Capital Statement. Buyer agrees to cause the Company to use commercially reasonable efforts to collect the T-Mobile Receivable in the same manner it collects its other accounts receivables. If the Company receives any payments with respect to the T-Mobile Receivable, Buyer shall pay Parent an amount equal to the amount Company received in respect of the T-Mobile Receivable (less reasonable collection costs, if any) within ten (10) consecutive days following the end of the month in which such payment is received, without interest.