Common use of Net Book Value of Assets and Liabilities Adjustment Clause in Contracts

Net Book Value of Assets and Liabilities Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Net Book Value of the Company's Acquired Assets and Liabilities, as reflected on the Closing Balance Sheet, is less than $1,275,000 on the Closing Date (the "Closing Net Book Value Amount"). The Net Book Value of the Company's Acquired Assets and Liabilities shall mean the tangible Assets of the Company, less Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing, and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Net Book Value Amount. The Accountants shall issue a report as to their determination of the Closing Net Book Value Amount (the "Accountants' CNBVA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CNBVA Report to the Seller not later than sixty (60) days following the Closing Date. The determination of the Closing Net Book Value Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CNBVA Report within fifteen (15) days following their receipt of the Accountants' CNBVA Report. The Seller's objection, if any, to the Accountants' CNBVA Report (the "Seller's CNBVA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CNBVA Report and the Seller's calculation of the Closing Net Book Value Amount. Within ten (10) days after receipt of the Seller's CNBVA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CNBVA Response Notice"). If the Seller does not object to the Accountants' CNBVA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CNBVA Report, then the adjustment based on the then final Closing Net Book Value Amount (the "Final Net Book Value Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. If the Seller objects to the Accountants' CNBVA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Net Book Value Amount and the Final Net Book Value Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Net Book Value of Assets and Liabilities Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Net Book Value of the Company's Acquired Assets and Liabilities, as reflected on the Closing Balance Sheet, is less than $1,275,000 2,000,000 on the Closing Date (the "Closing Net Book Value Amount"). The Net Book Value of the Company's Acquired Assets and Liabilities shall mean the tangible Assets assets of the Company, less Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing, and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Net Book Value Amount. The Accountants shall issue a report as to their determination of the Closing Net Book Value Amount (the "Accountants' CNBVA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CNBVA Report to the Seller not later than sixty (60) days following the Closing Date. The determination of the Closing Net Book Value Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CNBVA Report within fifteen (15) days following their receipt of the Accountants' CNBVA Report. The Seller's objection, if any, to the Accountants' CNBVA Report (the "Seller's CNBVA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CNBVA Report and the Seller's calculation of the Closing Net Book Value Amount. Within ten (10) days after receipt of the Seller's CNBVA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CNBVA Response Notice"). If the Seller does not object to the Accountants' CNBVA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CNBVA Report, then the adjustment based on the then final Closing Net Book Value Amount (the "Final Net Book Value Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. If the Seller objects to the Accountants' CNBVA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Net Book Value Amount and the Final Net Book Value Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Net Book Value of Assets and Liabilities Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Net Book Value of the Company's Acquired Assets and Liabilities, as reflected on the Closing Balance Sheet, is less than $1,275,000 800,000 on the Closing Date (the "Closing Net Book Value Amount"). The Net Book Value of the Company's Acquired Assets and Liabilities shall mean the tangible Assets assets of the Company, Company less the Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing, and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Net Book Value Amount. The Accountants shall issue a report as to their determination of the Closing Net Book Value Amount (the "Accountants' CNBVA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CNBVA Report to the Seller not no later than sixty (60) days following the Closing Date. The determination of the Closing Net Book Value Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CNBVA Report within fifteen (15) days following their receipt of the Accountants' CNBVA Report. The Seller's objection, if any, to the Accountants' CNBVA Report (the "Seller's CNBVA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CNBVA Report and the Seller's calculation of the Closing Net Book Value Amount. Within ten (10) days after receipt of the Seller's CNBVA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments adjustments, if any, made by the Seller which the Purchaser continues to dispute (the "Purchaser's CNBVA Response Notice"). If the Seller does not object to the Accountants' CNBVA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CNBVA Report, then the adjustment based on the then final Closing Net Book Value Amount (the "Final Net Book Value Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount it shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. If the Seller objects to the Accountants' CNBVA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Net Book Value Amount and the Final Net Book Value Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount it shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Net Book Value of Assets and Liabilities Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 29.35 cents for each $1.00 that the Net Book Value of the Company's Combined Acquired Assets and LiabilitiesLiabilities of the Seller and of DocuTech, Inc., as reflected on the Closing Balance Sheet, is less than $1,275,000 700,000 on the Closing Date (the "Closing Net Book Value Amount"). The Net Book Value of the Company's Combined Acquired Assets and Liabilities shall mean the tangible Assets assets of the CompanySeller and DocuTech Data Systems, Inc., plus deferred revenue of the Seller and DocuTech Data Systems, Inc. and less (i) any intangible assets recorded by Purchaser to reflect the purchase of the Assets hereunder and (ii) Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing, and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Net Book Value Amount. The Accountants shall issue a report as to their determination of the Closing Net Book Value Amount (the "Accountants' CNBVA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CNBVA Report to the Seller not later than sixty (60) days following the Closing Date. The determination of the Closing Net Book Value Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CNBVA Report within fifteen (15) days following their receipt of the Accountants' CNBVA Report. The Seller's objection, if any, to the Accountants' CNBVA Report (the "Seller's CNBVA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CNBVA Report and the Seller's calculation of the Closing Net Book Value Amount. Within ten (10) days after receipt of the Seller's CNBVA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CNBVA Response Notice"). If the Seller does not object to the Accountants' CNBVA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CNBVA Report, then the adjustment based on the then final Closing Net Book Value Amount (the "Final Net Book Value Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. If the Seller objects to the Accountants' CNBVA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Net Book Value Amount and the Final Net Book Value Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Net Book Value of Assets and Liabilities Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Net Book Value of the Company's Acquired Assets and Liabilities, as reflected on the Closing Most Recent Balance Sheet, is less than $1,275,000 1,320,169 (but ultimately and as provided in Section 2.3(e), as reflected on the Closing Date Balance Sheet) (the "Closing Net Book Value Amount"). The Net Book Value of the Company's Acquired Assets and Liabilities shall mean the tangible Purchased Assets of less the Assumed Liabilities and the promissory notes from the Shareholders to the Company, less Adjusted Current Liabilitiesif any, (exclusive of any (x) line of credit, (y) overdraft or current portions of long-term debt, bank notes, or amounts due to others or (z) capital lease obligations), calculated pursuant to GAAP. Promptly following the Closingreceipt by the Purchaser of the Closing Balance Sheet pursuant to Section 5.13, and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Net Book Value Amount. The Accountants shall issue a report as to their determination of the Closing Net Book Value Amount (the "Accountants' CNBVA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CNBVA Report to the Seller not later than sixty (60) days following the receipt by the Purchaser of the Closing DateBalance Sheet. The determination of the Closing Net Book Value Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CNBVA Report within fifteen (15) days following their receipt of the Accountants' CNBVA Report. The Seller's objection, if any, to the Accountants' CNBVA Report (the "Seller's CNBVA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CNBVA Report and the Seller's calculation of the Closing Net Book Value Amount. Within ten (10) days after receipt of the Seller's CNBVA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CNBVA Response Notice"). If the Seller does not object to the Accountants' CNBVA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CNBVA Report, then the adjustment based on the then final Closing Net Book Value Amount (the "Final Net Book Value Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amountAgreement. If the Seller objects to the Accountants' CNBVA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Net Book Value Amount and the Final Net Book Value Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amountAgreement. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Net Book Value of Assets and Liabilities Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Net Book Value of the Company's Acquired Assets and Liabilities, as reflected on the Closing Balance Sheet, is less than $1,275,000 775,000 on the Closing Date (the "Closing Net Book Value Amount"). The Net Book Value of the Company's Acquired Assets and Liabilities shall mean the tangible Assets assets of the Company, less Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing, and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Net Book Value Amount. The Accountants shall issue a report as to their determination of the Closing Net Book Value Amount (the "Accountants' CNBVA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CNBVA Report to the Seller Sellers not later than sixty (60) days following the Closing Date. The determination of the Closing Net Book Value Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller Sellers shall object to the Accountants' CNBVA Report within fifteen (15) days following their receipt of the Accountants' CNBVA Report. The Seller's Sellers' objection, if any, to the Accountants' CNBVA Report (the "Seller's Sellers' CNBVA Objection") shall set forth in reasonable detail the Seller's Sellers' objection(s) to the Accountants' CNBVA Report and the Seller's Sellers' calculation of the Closing Net Book Value Amount. Within ten (10) days after receipt of the Seller's Sellers' CNBVA Objection, the Purchaser will notify the Seller Sellers whether it accepts or disputes the Seller's Sellers' adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller Sellers which the Purchaser continues to dispute (the "Purchaser's CNBVA Response Notice"). If the Seller does Sellers do not object to the Accountants' CNBVA Report, or if the Purchaser agrees to accept the Seller's Sellers' adjustments to the Accountants' CNBVA Report, then the adjustment based on the then final Closing Net Book Value Amount (the "Final Net Book Value Amount"), if any, shall be paid by Seller the Sellers to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller the Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. If the Seller objects Sellers object to the Accountants' CNBVA Report as set forth above and the Purchaser does not accept the Seller's Sellers' proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller Sellers and the Purchaser shall be engaged to determine the amount of the Closing Net Book Value Amount and the Final Net Book Value Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller the Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller Sellers shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller Sellers and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Net Book Value of Assets and Liabilities Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Net Book Value of the Company's Acquired Assets and Liabilities, as reflected on the Closing Balance Sheet, is less than $1,275,000 700,000 on the Closing Date (the "Closing Net Book Value Amount"). The Net Book Value of the Company's Acquired Assets and Liabilities shall mean the tangible Assets of the CompanyPurchased Assets, less Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing, and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Net Book Value Amount. The Accountants shall issue a report as to their determination of the Closing Net Book Value Amount (the "Accountants' CNBVA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CNBVA Report to the Seller not later than sixty (60) days following the Closing Date. The determination of the Closing Net Book Value Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CNBVA Report within fifteen (15) days following their receipt of the Accountants' CNBVA Report. The Seller's objection, if any, to the Accountants' CNBVA Report (the "Seller's CNBVA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CNBVA Report and the Seller's calculation of the Closing Net Book Value Amount. Within ten (10) days after receipt of the Seller's CNBVA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CNBVA Response Notice"). If the Seller does not object to the Accountants' CNBVA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CNBVA Report, then the adjustment based on the then final Closing Net Book Value Amount (the "Final Net Book Value Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. If the Seller objects to the Accountants' CNBVA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Net Book Value Amount and the Final Net Book Value Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Net Book Value of Assets and Liabilities Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 70.65 cents for each $1.00 that the Net Book Value of the Company's Combined Acquired Assets and LiabilitiesLiabilities of the Company and of DocuTech, Inc., as reflected on the Closing Balance Sheet, is less than $1,275,000 700,000 on the Closing Date (the "Closing Net Book Value Amount"). The Net Book Value of the Company's Combined Acquired Assets and Liabilities shall mean the tangible Assets of the CompanyCompany and DocuTech, Inc., plus the deferred revenue of the Company and DocuTech, Inc. and less (i) any intangible assets recorded by the Surviving Corporation to reflect the merger and (ii) Adjusted Current LiabilitiesLiabilities of the Company and DocuTech, Inc., calculated pursuant to GAAP. Promptly following the Closing, and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Net Book Value Amount. The Accountants shall issue a report as to their determination of the Closing Net Book Value Amount (the "Accountants' CNBVA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CNBVA Report to the Seller Sellers not later than sixty (60) days following the Closing Date. The determination of the Closing Net Book Value Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller Sellers shall object to the Accountants' CNBVA Report within fifteen (15) days following their receipt of the Accountants' CNBVA Report. The Seller's Sellers' objection, if any, to the Accountants' CNBVA Report (the "Seller's Sellers' CNBVA Objection") shall set forth in reasonable detail the Seller's Sellers' objection(s) to the Accountants' CNBVA Report and the Seller's Sellers' calculation of the Closing Net Book Value Amount. Within ten (10) days after receipt of the Seller's Sellers' CNBVA Objection, the Purchaser will notify the Seller Sellers whether it accepts or disputes the Seller's Sellers' adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller Sellers which the Purchaser continues to dispute (the "Purchaser's CNBVA Response Notice"). If the Seller does Sellers do not object to the Accountants' CNBVA Report, or if the Purchaser agrees to accept the Seller's Sellers' adjustments to the Accountants' CNBVA Report, then the adjustment based on the then final Closing Net Book Value Amount (the "Final Net Book Value Amount"), if any, shall be paid by Seller Sellers to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. If the Seller objects Sellers object to the Accountants' CNBVA Report as set forth above and the Purchaser does not accept the Seller's Sellers' proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller Sellers and the Purchaser shall be engaged to determine the amount of the Closing Net Book Value Amount and the Final Net Book Value Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller Sellers shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller Sellers and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.