Common use of Purchase Price Adjustments Clause in Contracts

Purchase Price Adjustments. If the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold to the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment).

Purchase Price Adjustments. If (a) On the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold date that is two Business Days prior to the Closing Date, Seller shall deliver to Purchaser pursuant a certificate of Dopaco US’s Chief Financial Officer, prepared in good faith in accordance with defined terms herein and based on available information setting forth its estimate of the Net Debt Amount, the Working Capital and Working Capital Adjustment and including reasonable supporting documentation for such calculations (the “Estimated Adjustment Certificate”). Without modifying the terms of this Agreement, the parties agree that Schedule 1.2 is instructive as to this Agreement because the manner of calculating Working Capital and the Net Debt Amount hereunder, as it reflects the inclusion and exclusion of accounts that would have been used in the calculation of Working Capital and the Net Debt Amount applying the definitions referred to herein to the extent that such calculation of Working Capital and the Net Debt Amount had been made as of the opening of business on December 26, 2010 rather than as of the opening of business on the Closing Date. (b) The Estimated Adjustment Certificate shall be used by the parties to make a rebate, refund, unauthorized charge or billing error preliminary adjustment to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable on the following Purchase Price Payment Closing Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a2.4(c), subject to further adjustment in accordance with Section 2.4(e). (c) of In the Restated Agreement, event that the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Estimated Working Capital Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be is a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date shall be reduced in an amount equal to the amount by which such Estimated Working Capital Adjustment. In the event that the Estimated Working Capital Adjustment is a positive number, the Purchase Price shall be increased in an amount equal to the Estimated Working Capital Adjustment, but in no event in such case shall the Estimated Working Capital Adjustment exceeds exceed Ten Million Dollars ($10,000,000) (the “Adjustment Cap”). In the event the amount of the Estimated Working Capital Adjustment would have exceeded the Adjustment Cap but for the existence of the Adjustment Cap pursuant to the provisions of the immediately preceding sentence, the amount of such excess shall be defined as “Excess Adjustment Amount”. In the event the Net Debt Amount is a positive number, the Purchase Price shall be increased by such amount and if the Net Debt Amount is a negative number, the Purchase Price shall be reduced by such amount. (calculated before giving effect d) Within 60 days after the Closing Date, Purchaser shall deliver to Seller a certificate setting forth, in reasonable detail, its calculation of the Net Debt Amount, Working Capital and Working Capital Adjustment as of the Closing Date (the “Closing Adjustment Certificate”), together with a consolidated balance sheet of the Companies as of the Closing Date (the “Closing Balance Sheet”), which shall be prepared in accordance with the Applicable Accounting Principles. Seller shall provide Purchaser with reasonable access to books, records and personnel of Seller and work papers of its accountants as reasonably necessary and within Seller’s control or possession to enable Purchaser to prepare the Closing Balance Sheet. (e) Seller shall have 30 days from the date on which the Closing Adjustment Certificate and the Closing Balance Sheet have been delivered to it to raise any objection(s) to the calculations set forth in the Closing Adjustment Certificate, on the basis that they were not prepared accurately in accordance with Section 2.4(d), by delivery of written notice to Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). In the event that Seller shall not deliver any such objection(s) with respect to the Closing Adjustment Certificate within such thirty-day period, then the Closing Adjustment Certificate shall be deemed final for purposes of this Section 2.4 (such final Closing Adjustment Certificate, the “Final Adjustment Certificate”). In the event that any such objection(s) are so delivered, the Closing Adjustment Certificate shall be deemed not final and Purchaser and Seller shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within 15 Business Days of delivery of such notice, shall, five Business Days thereafter (or such earlier date as mutually agreed) designate the New York office of Ernst & Young LLP to serve as the “Accountant Arbitrator” hereunder (the “Accountant Arbitrator”). The Accountant Arbitrator shall resolve all remaining Disputed Items in accordance herewith within 20 Business Days from the date of its designation. In connection with the foregoing, the Accountant Arbitrator shall be instructed to and must (i) limit its determination(s) only to the remaining Disputed Items, (ii) make its determination(s) as to each remaining Disputed Item based upon the application of this Section 2.4 and (iii) not assign a value to any remaining Disputed Item greater than the higher value for such Disputed Item claimed by either Purchaser or Seller or less than the lower value for such Disputed Item claimed by Purchaser or Seller. All determinations by the Accountant Arbitrator shall be final and binding upon the parties for purposes of this Section 2.4, absent fraud or manifest error. The fees and expenses of the Accountant Arbitrator shall be allocated between Purchaser and Seller in the same proportion to which the dollar amounts of their respective positions on Disputed Items are accepted or rejected by the Accountant Arbitrator. Purchaser and Seller acknowledge and agree that any adjustment made under this Section 2.4 is and shall be treated as an adjustment to the Purchase Price. (f) At such time as the Closing Adjustment Certificate shall become the Final Adjustment Certificate in accordance with Section 2.4(e), the Estimated Working Capital shall be compared to the Final Working Capital and the Estimated Net Debt Amount shall be compared to the Final Net Debt Amount. In the event that the Final Working Capital shall be a number greater than the Estimated Working Capital, Purchaser shall pay to Seller an amount equal to such Purchase Price Adjustmentdifference, plus, if there was an Excess Adjustment Amount, the amount of such Excess Adjustment Amount. In the event that the Final Working Capital shall be a number less than the Estimated Working Capital, either (i) Seller shall pay Purchaser an amount equal to such difference to the extent that such difference is greater than the Excess Adjustment Amount; or (ii) if subtracting such difference from the Excess Adjustment Amount results in a positive number, Purchaser shall pay an amount equal to such positive number to Seller. In any event, if there was an Excess Adjustment Amount, Purchaser shall pay Seller interest on the Excess Adjustment Amount accruing at a rate of five percent (5%) per annum during the period commencing on the Closing Date and concluding upon the date that payment is to be made pursuant to this Section 2.4(f). If the Final Net Debt Amount is a number greater than the Estimated Net Debt Amount, Purchaser shall pay to Seller an amount equal to such difference. If Final Net Debt Amount is a number less than the Estimated Net Debt Amount, Seller shall pay to Purchaser an amount equal to such difference. For the avoidance of doubt, the payments in respect of Working Capital and Net Debt contemplated by this Section 2.4(f) may be aggregated and netted against one another, if applicable, for purposes of the payments to be made between the parties. Any payment to be made pursuant to this Section 2.4(f) shall be made within five Business Days from the date that the Final Adjustment Certificate is finally determined pursuant to Section 2.4(e), by wire transfer of immediately available funds (i) if due to Purchaser, to an account designated in writing by Purchaser and (ii) if due to Seller, to an account designated in writing by Seller. Any amount so owing and not paid within such five Business Days shall begin accruing interest until paid at the rate of five percent (5%) per annum. (g) Notwithstanding the existence of Disputed Items, if other aspects of the calculation of Working Capital or Net Debt are undisputed, payment shall be made between the parties with respect to such items as soon as practicable and the payment mechanisms in Section 2.4(f) shall be adjusted to reflect such earlier payments.

Purchase Price Adjustments. (a) The Sellers shall calculate the net amount of cash sent between the Feed Intercompany Cash Sweep Account and the Parent Swingline Account from the close of business on the Reference Date (such time, the “Intercompany Account Reference Time”) to the close of business on the day that is one Business Day prior to Closing (such time, the “Intercompany Account Measurement Time”). Any net outflow of cash from the Feed Intercompany Cash Sweep Account to the Parent Swingline Account will be expressed as a positive number, and any net inflow of cash to the Feed Intercompany Cash Sweep Account from the Parent Swingline Account will be expressed as a negative number (such amount, whether expressed as a positive or negative number, the “Preliminary Intercompany Account Adjustment Amount”). The Sellers will then subtract from the Preliminary Intercompany Account Adjustment Amount (i) $2,744,616, (ii) $1,300,000 and (iii) any other amounts paid by Westway Group on behalf of any Company or any Company Subsidiary for the benefit of any Company or any Company Subsidiary from the Intercompany Account Reference Time to the Intercompany Account Measurement Time which was not otherwise reflected in a cash transfer between the Feed Intercompany Cash Sweep Account and the Parent Swingline Account, including (x) amounts paid or payable by Westway Group as compensation to employees of Westway Canada, any Company or Company Subsidiary between the Intercompany Account Reference Time and the Intercompany Account Measurement Time, including for payroll expenses, 401(k) and other pension contributions, and employee health and welfare benefits at a rate of $825 per employee per month, and (y) an allocation for any real estate taxes for the period between the Intercompany Account Reference Time and the Intercompany Account Measurement Time on any real property owned by Westway Group or any subsidiary of Westway Group (other than any Company or Company Subsidiary) where such real property was used primarily for the benefit of any Company or Company Subsidiary. The Preliminary Intercompany Account Adjustment Amount as reduced by the immediately preceding sentence will hereafter be referred to as the “Intercompany Account Adjustment Amount.” A sample calculation of the Intercompany Account Adjustment Amount is attached hereto as Exhibit B. (b) Beginning on the fifth (5th) Business Day prior to Closing or such shorter time as agreed by Buyer and the Sellers, the Sellers and Buyer shall cooperate in the calculation of the Intercompany Account Adjustment Amount as of the close of business the day that is one Business Day prior to the Closing Date. The Sellers shall, and shall use reasonable best efforts to cause the Sellers’ accountants to provide, reasonable access during normal business hours, to the accountants, personnel, books and records, work papers, schedules and calculations relating to the Intercompany Account Adjustment Amount for the purposes of Buyer determining the accuracy thereof. At Closing, the Sellers shall prepare or cause to be prepared and deliver to Buyer a certificate setting forth the Intercompany Account Adjustment Amount certified by Westway Group’s Chief Financial Officer (the “Final Closing Certificate”) and Buyer shall accept such certificate absent manifest error. If the Seller or Intercompany Account Adjustment Amount set forth on the Servicer -------------------------- adjusts downward Final Closing Certificate is a negative number, then the Purchase Price shall be increased by the absolute value of such amount of any Principal Receivable sold to the Purchaser pursuant to this Agreement because of Section 2.2 hereof. If the Intercompany Account Adjustment Amount set forth on the Final Closing Certificate is a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such casepositive number, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced decreased by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount absolute value of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) 2.2 hereof. In determining whether the Final Closing Certificate is reasonably acceptable, the Parties agree that Buyer may only comment on whether the calculation of the Restated Agreement, Intercompany Account Adjustment Amount set forth in the Seller shall pay such amount to Final Closing Certificate was performed in accordance with the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on terms hereof and the second Business Day following the date books and records of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment)Westway Group.

Purchase Price Adjustments. (a) The parties acknowledge and agree that the Cash Consideration is based in part upon the Federated Adjustment Amount (as defined below), as described in the Federated Financial Schedules defined in Section 5.3, and the TDI Adjustment Amount (as defined below), as described in the TDI Financial Schedules defined in Section 6.3. If on the Seller Closing Date the Federated Adjustment Amount is greater than the TDI Adjustment Amount, the Cash Consideration will be increased by such excess. If on the Closing Date the TDI Adjustment Amount is greater than the Federated Adjustment Amount, the Cash Consideration will be reduced by such excess. The calculations described above are referred to herein as the “Balance Sheet Test.” For the purposes of this Agreement, (i) the “Federated Adjustment Amount” means the excess of the current assets of the Federated Newspapers over the total liabilities of the Federated Newspapers on the Closing Date, which amount shall be a negative number if such current assets do not exceed such total liabilities; and (ii) the “TDI Adjustment Amount” means the excess of the current assets of the Tallahassee Democrat plus $300,000 over the total liabilities of the Tallahassee Democrat on the Closing Date, which amount shall be a negative number if such current assets plus $300,000 do not exceed such total liabilities. For purposes of this Agreement, “current assets” and “total liabilities” of each of the Federated Newspapers and the Tallahassee Democrat shall consist of the types of items described in Schedule 3.3(a). (b) The parties acknowledge and agree that the Cash Consideration is based in part on the assumption that the Closing will occur on or before September 25, 2005 (the Servicer -------------------------- adjusts downward “Target Closing Date”). If, for any reason, the amount of any Principal Receivable sold to Closing has not occurred by the Purchaser Target Closing Date, the Cash Consideration shall be adjusted pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if Section 3.3(b). If on the Seller or Closing Date the Servicer otherwise adjusts downward Federated Seasonality Adjustment (as defined below) is greater than the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount Tallahassee Seasonality Adjustment (as uncollectible, then, in any such casedefined below), the Purchase Price otherwise payable on the following Purchase Price Payment Date shall Cash Consideration will be reduced by such excess. If on the product of Closing Date the Tallahassee Seasonality Adjustment Factor for such Purchase Price Payment Date and (as defined below) is greater than the amount of such adjustment. SimilarlyFederated Seasonality Adjustment, the Purchase Price otherwise payable on any Purchase Price Payment Date shall Cash Consideration will be reduced increased by such excess. For the product purposes of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described abovethis Agreement, the Purchaser is required to pay “Federated Seasonality Adjustment” means: (i) the earnings before interest, depreciation, amortization and any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(aother non-cash items, but after taxes (“After Tax Cash Flow”) of the Restated AgreementFederated Newspapers generated during the period from and including September 26, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. 2005 through 12:01 a.m. (New York City local time) on the second Business Day following Closing Date (the date “Federated Adjustment Period”), as calculated initially by Federated in accordance with generally accepted accounting principles applied on a consistent basis, except that, whether or not required to be so treated by generally accepted accounting principles (x) newsprint expense for such period will be computed on a FIFO cost basis, (y) a combined federal, state and local effective tax rate of 36% will be used for such adjustment period, and (z) any portion of the salaries, benefits, memberships, travel or discovery and such amount shall be paid by the Purchaser other expenses, overhead or corporate allocation attributable to the Seller on ownership, management or supervision of the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price Federated Newspapers for such Purchase Price Payment Date to period by any corporate headquarters personnel of Gannett will be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date eliminated; reduced by (ii) an amount equal to the amount product of $237,000,000 multiplied by Gannett’s weighted average cost of commercial paper during the Federated Adjustment Period (which such Purchase Price shall be determined initially by Gannett). Notwithstanding the foregoing, if any Federated Casualty (as defined in Section 7.13) shall have occurred during the Federated Adjustment exceeds such Purchase Price (calculated before giving effect Period, with respect to such Purchase Price any day during the Federated Adjustment).

Purchase Price Adjustments. If (i) Notwithstanding anything contained in this Agreement to the contrary, the Seller or and Parent guarantee that the Servicer -------------------------- adjusts downward the principal amount of any Principal Receivable sold to the Purchaser pursuant to this Agreement because Company's Acquired-company Notes shall not exceed a maximum of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect the Relevant Amount measured as of goods or services which were refused, returned or not received by an Obligor, or if the Seller or close of business on the Servicer otherwise adjusts downward Closing Date. In the event that the principal amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectiblethe Acquired-company Notes exceeds the Relevant Amount, then, in any such case, then the cash portion of the Purchase Price otherwise payable on the following Purchase Price Payment Date pursuant to Section 1.02(a) shall be reduced by the product amount, if any, by which the Acquired-company Notes exceed the maximum amount of the Adjustment Factor for such Purchase Price Payment Date and Relevant Amount. (ii) If, on the amount Closing Date, Adjusted Working Capital is less than Ninety-Five Million Five Hundred Seventy-Two Thousand Dollars ($95,572,000.00), then the cash portion of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date pursuant to Section 1.02(a) shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during such deficiency (the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained "Working Capital Deficiency") in Section 5.1(b) was breachedAdjusted Working Capital. If, as a result on the Closing Date, Adjusted Working Capital is greater than $95,572,000.00, then the cash portion of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account Purchase Price payable pursuant to Section 3.8(a1.02(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid increased by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which Adjusted Working Capital exceeds $95,572,000.00 (the "Working Capital Excess"). Adjusted Working Capital shall be comprised of cash in an amount of not less than Two Million Dollars ($2,000,000.00), accounts receivable, inventory, other current assets, accounts payable, and accrued expenses to third-parties (excluding all inter-company obligations, accrued but unpaid Taxes and the current portion of the Acquired- company Notes) of the Company calculated in accordance with this Agreement and GAAP applied on a basis consistent with the Company's prior practice. The Adjusted Working Capital shall be initially based upon an estimated trial balance to be prepared by the Company and presented to the Purchaser as of the end of the last full month immediately prior to the month in which the Closing Date occurs. This trial balance shall be attached hereto as SCHEDULE 1.02(B). At the Closing, the Company shall present to the Purchaser the Company's initial calculation of its Adjusted Working Capital as of the Closing Date. (iii) The actual Adjusted Working Capital of the Company as of the Closing Date and the actual amount of Acquired-company Notes shall be based upon a final Balance Sheet dated as of the Closing Date. The Purchaser shall have such final Balance Sheet compiled by PricewaterhouseCoopers LLP ("PWC"). The Purchaser shall deliver to the Seller the calculation and determination of the actual Adjusted Working Capital of the Company and Acquired-company Notes as of the Closing Date as determined by PWC within ninety (90) days after the Closing Date. Such calculation shall be deemed conclusive and binding on the parties for purposes of computing the actual Adjusted Working Capital of the Company and Acquired-company Notes as of the Closing Date unless the Seller objects by delivering a detailed statement describing the Seller's objections to the Purchaser within thirty (30) days after receiving from the Purchaser the determination by PWC of the Adjusted Working Capital of the Company and Acquired-company Notes as of the Closing Date. The Purchaser and the Seller will use reasonable efforts to resolve any such objections themselves. Any dispute regarding the PWC determination of the Adjusted Working Capital of the Company and Acquired-company Notes as of the Closing Date shall be resolved in the manner set forth in Section 1.02(d) hereof. If the Seller does not provide such written notice to the Purchaser within such 30-day period, then the Purchaser shall make the appropriate adjustment to the Purchase Price Adjustment exceeds in accordance with Section 1.02(c) within ten (10) days after the date by which the Seller was required to provide such Purchase Price (calculated before giving effect to such Purchase Price Adjustmentwritten notice under this Section 1.02(b)(iii).

Purchase Price Adjustments. If on the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold to the Purchaser pursuant to this Agreement because of a rebateClosing Date, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or Seller's Total Assets do not received exceed Seller's Current Liabilities by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case$445,213 ("Target Net Worth"), the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by decreased or increased in an amount equal to the product of difference between the Adjustment Factor for such Purchase Price Payment Date Target Net Worth and the amount actual difference between Total Assets and Current Liabilities. Total Assets shall be defined as: (i) accounts receivable, (ii) work not billed, (iii) prepaid expenses and(iv) fixed assets, equipment and machinery, and computer hardware set forth in Schedule 1.1(a) (valued at $6,000 for the purposes of such adjustmentthis section). Similarly, Current Liabilities shall be defined as those liabilities listed on Schedule 1.3(c). Total Assets and Current Liabilities shall be determined in accordance with GAAP consistently applied. An example of the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by calculation (using December 31, 2003 balances) is attached as Schedule 1.6. Within forty-five (45) days after the product of the Adjustment Factor for such Purchase Price Payment Date Closing, Purchaser and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount attempt to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) reconcile and agree upon Total Assets and Current Liabilities that existed on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Closing Date. If upon reconciliation the Purchase Price Adjustment for any Purchase Price Payment Date would cause Target Net Worth has not been attained, Seller and Purchaser shall jointly notify the Purchase Price for such Purchase Price Payment Date Escrow Agent to be a negative number, the Seller shall pay promptly (within fifteen (15) days) refund to the Purchaser on such Purchase Price Payment Date in cash an amount equal to the amount of the deficiency. In addition, Seller shall promptly refund to Purchaser the amount of any deficiency that exceeds the Escrowed Amount. If upon reconciliation, the Target Net Worth has been exceeded, Purchaser shall promptly (within fifteen (15) days) deposit into escrowan amount equal to the amount of the excess. If Purchaser and Seller are unable to agree on a final calculation of the difference between Total Assets and Current Liabilities on or before the deadline specified in the preceding paragraph, then the Arbitrating Accounting Firm shall make a final determination thereof. In such case, each of Purchaser and Seller shall inform the Arbitrating Accounting Firm of their respective calculations of the amounts at issue, and each shall be granted the opportunity to provide to the Arbitrating Accounting Firm verbal and written explanations of their respective calculations. The Arbitrating Accounting Firm shall be instructed to complete its calculations within thirty (30) days of its engagement. The determination of the Arbitrating Accounting Firm shall be final and binding upon the parties. The fees of the Arbitrating Accounting Firm shall be paid by which the non-prevailing party in any such dispute, as determined by the Arbitrating Accounting Firm. Any deposit required by the Arbitrating Accounting Firm shall be paid initially by Purchaser, but if Purchaser prevails in such dispute, Seller shall reimburse Purchaser for the deposit. The date for payment of any amounts payable under the preceding paragraph shall be extended if application of the foregoing dispute resolution mechanism extends beyond such date, to the date that is fifteen (15) days following the date of final resolution of such dispute. As of the Closing Date, the Accounts Receivable and Work Not Billed acquired by Purchaser are assumed to be one hundred percent (100%) billable and collectible. Upon acquisition of the Accounts Receivable and Work Not Billed, Purchaser shall for a period of one hundred twenty (120) days after the Closing Date ("Collection Period") make reasonable efforts, in the ordinary course of business, to xxxx and collect the Accounts Receivable and Work Not Billed. Promptly after completion of the Collection Period, Purchaser shall reassign to Seller or its designee any Accounts Receivable or Work Not Billed (including all relevant records) that it has been unable to collect during the Collection Period. The amount of Accounts Receivable and Work Not Billed reassigned to Seller shall decrease the Purchase Price Adjustment on a dollar-for-dollar basis and Seller and Purchaser shall jointly notify the Escrow Agent to promptly (within fifteen (15) days) pay such decreased amount to Purchaser. In addition, Seller shall promptly pay to Purchaser any decreased amount that exceeds such Purchase Price the Escrowed Amount. If upon completion of the adjustments and the payments described above, there is still a portion of the Escrowed Amount remaining, Seller and Purchaser shall jointly notify the Escrow Agent to promptly (calculated before giving effect within fifteen (15) days) pay the balance of the Escrowed Amount to such Purchase Price Adjustment)Seller.

Purchase Price Adjustments. 4.3.1. Not less than five (5) days prior to the Closing, Seller shall have prepared and delivered to Purchaser (i) a good faith estimate of the balance sheet of the GlobalTrak Business as of the close of business on the Closing Date, prepared in accordance with GAAP, except for the absence of footnotes (such statement, the “Initial Closing Statement”), and (ii) a certificate of Seller, (A) certifying that the Initial Closing Statement was prepared on the basis described in clause (i) above and (B) containing Seller’s estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”). Commencing with Seller’s delivery of the Estimated Net Working Capital to Purchaser, Purchaser shall have reasonable access to the books and records and personnel of Seller and the opportunity to consult with Seller for purposes of confirming or disputing the Estimated Net Working Capital. If Purchaser shall disagree, in good faith, with any item set forth in the Estimated Net Working Capital or used to determine the Estimated Net Working Capital, then Purchaser and Seller shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Purchaser and Seller shall constitute the Estimated Net Working Capital. Notwithstanding the foregoing, Purchaser’s agreement with the Estimated Net Working Capital (or any item set forth therein or used to determine the Servicer -------------------------- adjusts downward Estimated Net Working Capital) shall not foreclose, prevent, limit or preclude any rights or remedy of Purchaser or Seller set forth in this Agreement. 4.3.2. If (i) the Estimated Net Working Capital is less than the Target Net Working Capital, the Closing Cash Amount shall be reduced by an amount equal to such deficiency or (ii) the Estimated Net Working Capital is greater than the Target Net Working Capital, the Closing Cash Amount shall be increased by an amount equal to such excess. Such adjustment shall be calculated based on the Initial Closing Statement and the certificate delivered pursuant to Section 4.3.1 above. The adjustment made at Closing pursuant to this Section 4.3.2 shall be subject to subsequent adjustment as provided in Sections 4.3.3., 4.3.4 and 4.3.5. 4.3.3. Within ninety (90) days after the Closing Date, Purchaser shall cause its accountants to prepare, at Purchaser’s expense, and deliver to Seller a statement of the Net Working Capital as of the close of business on the Closing Date prepared in the manner described in Section 4.3.1 (the “Final Closing Statement”). 4.3.4. When Purchaser delivers the Final Closing Statement, Purchaser shall also deliver to Seller a certificate (i) certifying that the Final Closing Statement was prepared in accordance with the procedures set forth in Section 4.3.3 above, and (ii) containing Purchaser’s calculations, based on the Final Closing Statement (the “Purchaser’s Proposed Calculations”), of the Net Working Capital as of the Closing Date (the “Closing Date Net Working Capital”). Within sixty (60) days after receipt of the Final Closing Statement and the accompanying certificate, Seller shall notify Purchaser of its agreement or disagreement, as the case may be, with the Final Closing Statement and the accuracy of any of Purchaser’s Proposed Calculations. If Seller disputes any aspect of the Final Closing Statement or the amount of any Principal Receivable sold of Purchaser’s Proposed Calculations, then Seller shall have the right to direct its independent accountants, at Seller’s expense, to review and test the Final Closing Statement. Seller’s accountants shall complete their review and test of the Final Closing Statement within thirty (30) days after the date Seller disputes any of Purchaser’s Proposed Calculations. If Seller and its independent accountants, after such review and test, still disagree with Purchaser’s Proposed Calculations, Seller shall submit its proposed alternative calculations (the “Seller’s Proposed Calculations”) of Closing Date Net Working Capital to Purchaser in writing within forty-five (45) days after the date upon which Seller shall have first notified Purchaser that it disputes any of Purchaser’s Proposed Calculations. If Purchaser does not accept Seller’s Proposed Calculations within ten (10) days after its receipt thereof, then within ten (10) days after Purchaser’s rejection of (or failure to timely accept) Seller’s Proposed Calculations, Seller and Purchaser shall select a mutually acceptable and nationally recognized independent accounting firm, other than Seller’s independent accountants and Purchaser’s independent accountants (such firm, the “Independent Accounting Firm”), to resolve the remaining disputed items (the “Remaining Disputed Items”), within thirty (30) days after the date of Purchaser’s rejection of (or failure to timely accept) Seller’s Proposed Calculations of the Remaining Disputed Items, by conducting its own review and test of the Final Closing Statement and thereafter selecting either Purchaser’s Proposed Calculations of the Remaining Disputed Items or Seller’s Proposed Calculations of the Remaining Disputed Items or an amount in between the two. Purchaser and Seller agree that they shall be bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be paid jointly, one-half by Purchaser and one-half by Seller. 4.3.5. Upon the determination pursuant to this Agreement because Section 4.3.4 of a rebatethe Final Closing Statement and the Closing Date Net Working Capital, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created the Closing Cash Amount shall be recalculated (the “Final Adjustment”) in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward accordance with Section 4.3.4 using the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount the Closing Date Net Working Capital. If the Closing Cash Amount as uncollectible, then, in any such case, so calculated is less than the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account Closing Cash Amount initially determined pursuant to Section 3.8(a) of the Restated Agreement4.3.1, the Seller shall promptly pay to Purchaser an aggregate amount equal to such amount to the Purchaser, in difference by wire transfer or delivery of other immediately available funds, not later than 2:00 P.M. US funds within five (New York City time5) on the second Business Day following business days after the date of such adjustment or discovery and such amount shall be paid by on which the Purchaser Final Closing Statement is finally determined pursuant to the Seller on the following Purchase Price Payment DateSection 4.3.4. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause Closing Cash Amount as so calculated is more than the Purchase Price for such Purchase Price Payment Date Closing Cash Amount initially determined pursuant to be a negative numberSection 4.3.1, the Seller Purchaser shall pay to the Purchaser on such Purchase Price Payment Date Seller an amount equal to such excess by wire transfer or delivery of other immediately available US funds within five (5) business days after the amount by date on which such Purchase Price Adjustment exceeds such Purchase Price the Final Closing Statement is finally determined pursuant to Section 4.3.4. 4.3.6. Purchaser and Seller shall make good faith efforts to comply with the timing and response requirement set forth in this Section 4.3, but, in the absence of bad faith, neither party shall be deemed to be in breach of this Agreement, or to have waived its rights under this Section 4.3, on the basis of technical violations of timing or response requirements. 4.3.7. At the earliest practical date, the Purchaser will make the work papers and back-up materials used in preparing the Final Closing Statement and determining the Closing Date Net Working Capital, and the books, records and financial staff of the Purchaser available to the Seller and its accountants and other representatives (calculated before giving effect provided if the work papers are of an independent accounting firm, availability will be subject to such Purchase Price Adjustment)firm’s customary reasonable requirements for access) at reasonable times and upon reasonable notice at any time during (i) the review by the Seller of the Final Closing Statement, and (ii) the resolution by the parties hereto of any objections thereto.

Purchase Price Adjustments. If (a) In the Seller or event that the Servicer -------------------------- adjusts downward Book Value as reflected on the amount of any Principal Receivable sold to Final Closing Balance Sheet shall be less than the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such caseMinimum Book Value, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced dollar for dollar by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the excess of the Minimum Book Value over the Book Value reflected on the Final Closing Balance Sheet (the "Book Value Adjustment"). For purposes of this Section 3.2, Book Value shall include certain assets of M&B Leasing Partnership as set forth on Schedule 3.2 hereto and valued at $175,000, which assets shall be transferred to the Company on or before the Closing. The Book Value Adjustment shall be satisfied by the payment by Seller of the amount of such adjustment by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect certified check or wire transfer of immediately available funds to such Purchase Price Adjustmentaccount as Purchaser may reasonably direct by written notice delivered to Seller by Purchaser within ten (10) days of the determination of the Final Closing Balance Sheet. (i) In the event that, during the three fiscal years ending on the last day of the third full fiscal year following the Closing Date (the "Three-Year Period"), the Company generates cumulative EBIT (as defined below) in excess of Two Million and One Hundred Thousand Dollars ($2,100,000), Purchaser shall pay Seller Eight Hundred Thousand Dollars ($800,000) (the "Three-Year Amount") as additional purchase price. As used herein, EBIT shall mean, for any period, earnings before interest and taxes (as calculated according to GAAP), and shall exclude any corporate overhead of Purchaser and its Affiliates except the Company's pro-rata accounting fees, and further, shall exclude any amortization expense, including but not limited to, amortization of goodwill, resulting from any allocation relating to the transactions contemplated by this Agreement. (ii) In the event the Company generates EBIT in excess of Eight Hundred Thousand Dollars ($800,000) in any Post-Closing Year, Purchaser shall pay Seller an amount (each, an "Annual Amount") equal to 20% of such excess as additional purchase price. For purposes of this Agreement "Post-Closing Year" means any of the first five full fiscal years of the Company commencing after the Closing Date. Any amount due pursuant to this subsection (ii) shall be in addition to any amount due and owing pursuant to subsection (i) above.

Purchase Price Adjustments. If the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold (a) No later than five (5) days prior to the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated AgreementClosing Date, the Seller shall pay such deliver to Purchaser a statement (the “Preliminary Closing Statement”) setting forth a good faith estimate of the Net Working Capital of each of the Companies as of the Closing Date (the “Estimated Net Working Capital”), calculated in accordance with GAAP. The Gross Purchase Price shall be either increased, dollar for dollar, by the amount by which the Estimated Net Working Capital is more than the original Gross Purchase Price, or decreased, dollar for dollar, by the amount by which the Estimated Net Working Capital is less than ($1,800.00), (the “Estimated Net Working Capital Adjustment Amount”). (b) As promptly as practicable, but in no event later than ninety (90) days following the Closing Date, Purchaser shall cause the following to be prepared and delivered to the Seller (collectively, the “Closing Balance Sheet”): (i) a balance sheet of each of the Companies as of the Closing Date prepared in accordance with GAAP and on a basis consistent with prior periods; and (ii) a statement based on such Closing Balance Sheet which sets forth in detail a calculation of the Net Working Capital of the Companies on the Closing Date. Purchaser shall provide the Seller any and all work papers used in the preparation of the Closing Balance Sheet. Purchaser shall permit the Seller to render all reasonable assistance in connection with the preparation and audit of the Closing Balance Sheet. Except as set forth below, the Closing Balance Sheet and the accompanying Net Working Capital calculation shall be deemed to be and shall be final, binding and conclusive on the Parties upon the earlier of (the “Final Resolution Date”): (i) Seller’s delivery of a written notice to Purchaser of its approval of the Closing Balance Sheet; (ii) the failure of Seller to notify Purchaser in writing of a dispute with the Closing Balance Sheet within thirty (30) days of the delivery of such documents to Seller; and (iii) the resolution of all disputes, pursuant to Section 1.5(c), by the Independent Accounting Firm. (c) Seller may dispute any amounts reflected on the Closing Balance Sheet by delivery of a written notice to Purchaser (the “Closing Balance Sheet Dispute Notice”). If Seller delivers a Closing Balance Sheet Dispute Notice to Purchaser, Purchaser and Seller shall submit their respective determinations and calculations and the items remaining in immediately available fundsdispute for resolution to an independent accounting firm mutually acceptable to Purchaser and Seller (the “Independent Accounting Firm”). The parties shall cause the Independent Accounting Firm to submit a report to Purchaser and Seller with a determination regarding the remaining disputed items, not later than 2:00 P.M. within thirty (New York City time30) on days after submission of the second Business Day following the date of such adjustment or discovery matter, and such amount report shall be final, binding and conclusive on Purchaser and Seller. The fees, costs and expenses of the Independent Accounting Firm shall be paid by Purchaser and Seller in the Purchaser same proportion that the aggregate amount of such remaining disputed items so submitted to the Seller on Independent Accounting Firm that is unsuccessfully disputed by each such Party as finally determined by the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay Independent Accounting Firm bears to the Purchaser on total amount of such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment)remaining disputed items.

Purchase Price Adjustments. If (a) Seller and Buyer have agreed to a preliminary settlement statement in substantially the Seller or form attached hereto as Exhibit A (the Servicer -------------------------- adjusts downward “Estimated Settlement Statement”), setting forth the amount estimated calculation of any Principal Receivable sold the Adjustment Amount (such estimated amount, the “Estimated Adjustment Amount”) determined in accordance with the Accounting Principles, together with applicable wiring instructions. The Estimated Adjustment Amount was used for purposes of calculating the Purchase Price delivered at Closing, including the Closing Amount, and shall be subject to further adjustment pursuant to the Purchaser provisions of Section 2.3(b). The Purchase Price as paid to Seller at the Closing pursuant to this Agreement because of Section 2.3(a) shall be referred to as the “Closing Purchase Price”. (b) Not later than the sixtieth (60th) day following the Closing Date, Buyer shall prepare and deliver to Seller a rebatestatement in substantially the form attached hereto as Exhibit A and (c) Within ten (10) days after the Final Settlement Date, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or (i) if the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then Buyer will pay to Seller the difference in Dollars between the Final Adjustment Amount and the Estimated Adjustment Amount and (ii) if the Final Adjustment Amount is less than the Estimated Adjustment Amount, then Seller will pay to Buyer the deficit by which the Final Adjustment Amount is less than the Estimated Adjustment Amount. The payment required by the preceding sentence shall be made by wire transfer in immediately available funds to the account or accounts designated in writing by the Servicer otherwise adjusts downward applicable Party within five (5) Business Days of the amount of Final Settlement Date. (d) If Buyer does not deliver the Final Settlement Statement within sixty (60) days after the Closing Date, the Estimated Settlement Statement shall be deemed to be the Final Settlement Statement for all purposes under this Agreement and the Parties shall be deemed to have waived any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, thenand all objection rights in connection therewith unless Seller, in any its sole discretion, on the sixty-first (61tst) day after Closing notifies the Buyer that it elects to prepare and deliver a draft Final Settlement Statement, in accordance with the guidelines agreed by the Parties in this Section 2.3, and delivers the same to Buyer on or prior to the ninetieth (90th) day after the Closing Date, and, in such case, the Purchase Price otherwise payable on the following Purchase Price Payment Date Seller’s objection rights under this Section 2.3 shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect apply to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment)Buyer mutatis mutandis.

Purchase Price Adjustments. If The Parties have agreed that the Purchase Price hereunder may be adjusted as follows: (a) Set forth on Schedule K is the "Initial Working Capital Statement." The Initial Working Capital Statement is unaudited and has been prepared by the finance and accounting staff of the Seller or for the Servicer -------------------------- adjusts downward Business as of October, 2002 according to the historical accounting policies and procedures of the Business. The Business's accounts and records comprise the consolidated financial statements of the Business, which financial statements are prepared in accordance with GAAP (with the exclusion of footnotes, summaries and statements of cash flow). The unadjusted Purchase Price shall be adjusted within Thirty (30) business days following the Closing as follows: (i) if the amount of any Principal Receivable sold to Working Capital of the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created Business (determined in respect of goods or services which were refused, returned or not received by an Obligor, or if accordance with Section 2.7(b)) is less than the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such caseTarget Working Capital (Zero ($0) Dollars), the Purchase Price otherwise payable on the following Purchase Price Payment Date Promissory Note shall be reduced decreased by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to such difference (the "Working Capital Deficiency") and the unadjusted Purchase Price, as so adjusted, will be the then adjusted Purchase Price; (ii) if the amount of Working Capital of the Business (determined in accordance with this Section 2.7(b)) is greater than the Target Working Capital, the Promissory Note shall be increased by which an amount equal to such difference (the "Working Capital Surplus") and the unadjusted Purchase Price, as so adjusted, will be the then adjusted Purchase Price; and (iii) if the amount of Working Capital of the Business (determined in accordance with this Section 2.7(b)) is equal to the Target Working Capital, the unadjusted Purchase Price Adjustment exceeds such shall be equal to the adjusted Purchase Price. Any adjustment and modification to the Purchase Price shall be made to the Promissory Note pursuant to this Section 2.7(a) and shall be made within Five (calculated before giving effect 5) business days after the amount of Working Capital of the Business as of the Closing Date is agreed to such by the Seller and Purchaser, subject to adjustment as set forth in Section 2.7(b) below. (b) As used herein, the term "Working Capital" shall mean the sum of the asset accounts (including without limitation cash, accounts receivable, prepaid expenses and deposits, which shall be transferred to Purchaser at Closing) utilized in preparing the Initial Working Capital Statement minus the sum of liability accounts (including without limitation the trade accounts payable, accrued expenses, People's Bank Line of Credit, and other applicable liabilities) utilized in preparing the Initial Working Capital Statement. The term "Working Capital Statement" shall mean the statement of Working Capital of the Business to be prepared by Seller as of the Closing Date in accordance with this Section 2.7(b) and to be delivered to Purchaser as promptly as practicable, and as same shall be adjusted for accuracy following the Closing Date, or other claims, liabilities or expenses attributable to Seller and not disclosed to Purchaser prior to Closing, within ninety (90) days after the Closing Date, which statement shall include as a liability, without limitation, all collected and on-site waste (deferred revenue) and shall utilize inventories conducted on the Closing Date of waste at the Farmington Location and Lowell Location. Any costs, xxxages or expenses, including, without limitation, attorneys fees and costs and accounting fees and costs, relating to any breach by Seller of any representation, warranty, covenant or other obligation of Seller contained herein shall be an adjustment to be made to the Purchase Price Adjustmentand reflected as a reduction in the Promissory Note. Specifically excluded from the foregoing shall be any amounts payable by Seller for People's Bank Term Debt (relative to Seller's Business as set forth on Schedule J), William Connor, Charles H. Frxxxxxx, Xx. xx Xxxx Xxxxxxxx, and the oblxxxxxxx xxxx by JES INC to RMJ Co. defined in Section 2.6(e) hereof. If there shall be an adjustment to the Purchase Price hereunder, any amount up to One Hundred Fifty Thousand ($150,000.00) Dollars shall first be adjusted against the cash portion of the Purchase Price and any amount over and above One Hundred Fifty Thousand ($150,000.00) Dollars shall be adjusted against the Promissory Note.

Purchase Price Adjustments. If The purchase price is based upon the Seller Corporation having Net Working Capital of zero and a liability for unearned or deferred revenue, as such amounts are determined in accordance with generally accepted accounting principles ("Unearned Revenue") of zero at Closing. To the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold extent Corporation's Net Working Capital at Closing is less than or greater than zero and to the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such caseextent Corporation's aggregate liability for Unearned Revenue at Closing is greater than zero, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall will be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, adjusted as follows: (i) the Purchase Price otherwise payable on any shall be increased dollar for dollar to the extent Net Working Capital is greater than zero and decreased dollar for dollar to the extent Net Working Capital is less than zero; and (ii) the Purchase Price Payment Date shall be reduced decreased by an amount equal to fifty percent (50%) of the aggregate Unearned Revenue. The adjustment to the Purchase Price required by this subsection (b)(i), if any (the "Purchase Price Adjustment"), shall be estimated by Corporation, in consultation with the Purchaser, as of Closing and adjusted following the Closing in accordance with subsections (ii) and (iii) below. The Purchase Price Adjustment shall be estimated as of the Closing ("Interim Purchase Price Adjustment") based upon a balance sheet of the Corporation as of November 30, 2005 to be prepared by the product Purchaser and Corporation jointly as set forth herein (the "Interim Balance Sheet") and delivered to Purchaser not later than December 15, 2005. The Corporation shall prepare the Interim Balance Sheet in accordance with accounting principles consistently applied with prior periods of the Adjustment Factor for such Corporation based upon the Business Books and Records and shall prepare an Interim Purchase Price Payment Adjustment based on such Interim Balance Sheet. Purchaser (and its certified public accountant) shall have the right to participate in the preparation of the Interim Balance Sheet and Interim Purchase Price Adjustment and to review fully all work papers and audit procedures relating thereto in order to confirm that the Interim Balance Sheet and Interim Purchase Price Adjustment have been prepared in accordance with this subsection (b)(ii). Within ninety (90) days following the Closing, Purchaser (and its certified public accountant) shall prepare and provide to Seller an audited balance sheet of Corporation as of the Closing Date (the "Closing Balance Sheet") which balance sheet shall be prepared in accordance with generally accepted accounting principles and consistent with prior periods of Corporation (to the extent such consistency and periods do not conflict with generally accepted accounting principles) and shall prepare and provide to Seller a final Purchase Price Adjustment (the "Final Purchase Price Adjustment") based on such Closing Balance Sheet. In connection therewith Purchaser shall also prepare and provide to Seller a schedule showing the difference between the Interim Purchase Price Adjustment and the amount of Final Purchase Price Adjustment and any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent amounts due to or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, due from Purchaser as a result of such difference. If the Seller disputes such proposed adjustment, the Seller shall, within ten (10) days following the effective date of Purchaser's notice, give Purchaser written notice that such adjustment is disputed and its basis therefor. Thereafter, the Seller and Purchaser shall negotiate in good faith to resolve such dispute. If, after a period of thirty (30) days following the date on which the Purchaser gives the Seller written notice of any proposed adjustment, such adjustment still remains disputed, Purchaser and the Seller will jointly engage a nationally-recognized accounting firm mutually satisfactory to the Purchaser and the Seller or, if they cannot agree, an independent accounting firm of 200 or discovery described abovemore accountants chosen by lot (with each of Purchaser and the Seller having the right to select two of such firms (which cannot be the auditor for either Purchaser or Corporation) and to strike one such firm chosen by the other party) (the "Independent Accountant") to resolve such dispute regarding such adjustment in accordance with this Agreement, and the decision of such firm shall be final and binding on the parties hereto. Payment required by any post-closing adjustment to the Interim Purchase Price Adjustment pursuant to this subsection (b)(iii) shall be tendered in cash in immediately available funds within three (3) business days after the earlier of the agreement of the parties on the amount thereof or a written notice of any resolution of such amount has been given by the Independent Accountant to the parties hereunder. All fees and expenses of the Independent Accountant incurred in connection with such resolution shall be shared equally between the parties. Purchase Price Refund. The parties hereto acknowledge that the continued efforts of Shareholder are essential to the success of the Business and, in the absence of Shareholder's continuing to work for the Business following Closing, the Business would have less value and the Purchase Price would have been smaller. In accordance with such acknowledgement and to assure Purchaser receives the benefit of the bargain, the parties agree that if the Shareholder's employment with the Purchaser is required terminated prior to pay any amount October 31, 2006 either (i) by Purchaser With Cause (as defined in the Employment Agreement), and the act or omission giving rise to the Servicer for deposit into termination has a substantial adverse affect on the Excess Funding Account Business or Purchaser or (ii) by Shareholder without Good Reason (as defined in the Employment Agreement), Seller will refund to Purchaser a portion of the Purchase Price as in Section 1.03(c)(ii) below. Any payment due pursuant to Section 3.8(a) of the Restated Agreement, the Seller this provision shall pay such amount to the Purchaser, be due and payable in immediately available fundsfunds on the third business day following the date Purchaser designates as the separation date terminating Shareholder's employment. If the separation date occurs on or prior to January 31, not later than 2:00 P.M. 2006, then Seller shall refund one million dollars (New York City time$1,000,000). Thereafter the refund amount shall reduce by one hundred eleven thousand dollars ($111,000) on February 1, 2006 and an additional one hundred eleven thousand ($111,000) on the second Business Day following the date first day of such adjustment or discovery and such amount each calendar month thereafter. Each monthly amount, as so calculated, shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment effective for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment)termination having a separation date occurring within that month.

Purchase Price Adjustments. If the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold (1) At least three business days prior to the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated AgreementClosing Date, the Seller shall pay such amount deliver to the Purchaser, Buyer (i) a balance sheet of the Business (the "Estimated Closing Date Balance Sheet") based upon the books and records of the Seller and prepared in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following accordance with generally accepted accounting principles as of the date of such adjustment or discovery this Agreement ("GAAP") and such amount shall reflecting the Seller's best estimate of each of the items, and the amounts thereof, to be paid included on the Closing Date Balance Sheet and (ii) a certificate of the Seller, duly executed by an executive officer of the Purchaser Seller, stating that the Estimated Closing Date Balance Sheet has been prepared in good faith, has been prepared in accordance with GAAP and reflects the Seller's best estimate of, and fairly presents, each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet. (2) If the Net Asset Amount (as defined below) of the Business as shown on the Estimated Closing Date Balance Sheet is greater than the Net Asset Amount of the Business shown on the June 30 Balance Sheet, the payment of the Fixed Amount to the Seller on the following Purchase Closing Date shall be increased, as a preliminary adjustment to the Fixed Amount as provided in section 3.2(a)(ii), by the amount of such excess (the "Estimated Price Payment DateIncrease"). If the Purchase Price Adjustment for any Purchase Price Payment Net Asset Amount of the Business as shown on the Estimated Closing Date would cause Balance Sheet is less than the Purchase Price for such Purchase Price Payment Date to be a negative numberNet Asset Amount of the Business as shown on the June 30 Balance Sheet, the Seller shall pay payment of the sum of the Fixed Amount and the Additional Amount, if any, to the Purchaser Seller on such Purchase Price Payment the Closing Date an amount equal shall be decreased, as a preliminary adjustment to the Fixed Amount as provided in section 3.2(a)(iii), by the amount of such deficiency (the "Estimated Price Decrease"). For purposes of this Agreement, "Net Asset Amount" of the Business as of any date shall mean the total assets of the Business less the sum of all cash and cash equivalents of the Seller, all "accounts payable" and all "accrued liabilities" of the Business, all as set forth on a balance sheet of the Business as of such date; provided, however, that "Net Asset Amount" as of any date shall exclude the -------- ------- "Xxxxxxx Xxxxx receivable" and any of the reserves established with respect thereto; provided, further, however, that the collection of any amount that -------- ------- ------- exceeds $10,000 in any month with respect to the "Xxxxxxx Xxxxx receivable" between the date hereof and the date of the Closing Date Balance Sheet shall reduce the Net Asset Amount by which the sum of the amounts of such Purchase Price Adjustment exceeds excess in each such Purchase Price (calculated before giving effect to such Purchase Price Adjustment)month.

Purchase Price Adjustments. 4.3.1. Not less than five (5) days prior to the Closing, the Company shall have prepared and delivered to the Purchaser (i) a good faith estimate of the Net Working Capital as of the close of business on the Closing Date, prepared in accordance with GAAP for the Balance Sheet, except for the absence of footnotes (such statement, the “Initial Closing Statement”), and (ii) a certificate of the Company, (A) certifying that the Initial Closing Statement was prepared on the basis described in clause (i) above and (B) containing the Company’s estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”). Commencing with Seller’s delivery of the Estimated Net Working Capital to Purchaser, Purchaser shall have reasonable access to the books and records and personnel of Seller and the opportunity to consult with Seller for purposes of confirming or disputing the Estimated Net Working Capital. If Purchaser shall disagree, in good faith, with any item set forth in the Estimated Net Working Capital or used to determine the Estimated Net Working Capital, then Purchaser and Seller shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Purchaser and Seller shall constitute the Estimated Net Working Capital. Notwithstanding the foregoing, Purchaser’s agreement with the Estimated Net Working Capital (or any item set forth therein or used to determine the Estimated Net Working Capital) shall not foreclose, prevent, limit or preclude any rights or remedy of Purchaser or Seller set forth in this Agreement. 4.3.2. If (i) the Estimated Net Working Capital is less than the Target Net Working Capital, the Closing Cash Amount shall be reduced by an amount equal to such deficiency or (ii) the Estimated Net Working Capital is greater than the Target Net Working Capital, the Closing Cash Amount shall be increased by an amount equal to such excess. Such adjustment shall be calculated based on the Initial Closing Statement and the certificate delivered pursuant to Section 4.3.1 above. The adjustment made at Closing pursuant to this Section 4.3.2 shall be subject to subsequent adjustment as provided in Sections 4.3.3., 4.3.4 and 4.3.5. 4.3.3. Within one hundred twenty (120) days after the Closing Date, the Purchaser shall cause its accountants to prepare, at Purchaser’s expense, and deliver to the Company a statement of the Net Working Capital as of the close of business on the Closing Date prepared in the manner described in Section 4.3.1 (the “Final Closing Statement”). The Purchaser’s accountants shall permit the Company’s accountants, subject to the execution by the Company and/or the Company’s accountants of any customary release or indemnification agreement required by the Purchaser’s accountants, at the earliest practicable date to review and make copies of all work papers, schedules and calculations used in the preparation thereof. 4.3.4. When the Purchaser delivers the Final Closing Statement, the Purchaser shall also deliver to the Company a certificate (i) certifying that the Final Closing Statement was prepared in accordance with the procedures set forth in Section 4.3.3 above, and (ii) containing the Purchaser’s calculations, based on the Final Closing Statement (the “Purchaser’s Proposed Calculations”), of the Net Working Capital as of the Closing Date (the “Closing Date Net Working Capital”). Within sixty (60) days after receipt of the Final Closing Statement and the accompanying certificate, the Company shall notify the Purchaser of its agreement or disagreement, as the case may be, with the Final Closing Statement and the accuracy of any of the Purchaser’s Proposed Calculations. If the Seller Company disputes any aspect of the Final Closing Statement or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold of the Purchaser’s Proposed Calculations, then the Company shall have the right to direct its independent accountants, at the Company’s expense, to review and test the Final Closing Statement. The Company’s accountants shall complete their review and test of the Final Closing Statement within thirty (30) days after the date the Company disputes any of the Purchaser’s Proposed Calculations. If the Company and its independent accountants, after such review and test, still disagree with the Purchaser’s Proposed Calculations, the Company shall submit its proposed alternative calculations (the “Company’s Proposed Calculations”) of Closing Date Net Working Capital to the Purchaser in writing within forty-five (45) days after the date upon which the Company shall have first notified the Purchaser that it disputes any of the Purchaser’s Proposed Calculations. If the Purchaser does not accept the Company’s Proposed Calculations within fifteen (15) days after its receipt thereof, then within fifteen (15) days after the Purchaser’s rejection of (or failure to timely accept) the Company’s Proposed Calculations, the Company and the Purchaser shall select a mutually acceptable and nationally recognized independent accounting firm, other than the Company’s independent accountants and the Purchaser’s independent accountants (such firm, the “Independent Accounting Firm”), to resolve the remaining disputed items (the “Remaining Disputed Items”), within thirty (30) days after the date of the Purchaser’s rejection of (or failure to timely accept) the Company’s Proposed Calculations of the Remaining Disputed Items, by conducting its own review and test of the Final Closing Statement and thereafter selecting either the Purchaser’s Proposed Calculations of the Remaining Disputed Items or the Company’s Proposed Calculations of the Remaining Disputed Items or an amount in between the two. Prior to the selection of the Independent Accounting Firm, each of the parties shall disclose to the other party any and all affiliations or significant relationship it may have with any accounting firm that is proposed as the Independent Accounting Firm hereunder. The Purchaser and the Company agree that they shall be bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be paid jointly, one-half by the Purchaser and one-half by the Company; provided that, if the difference between the Final Adjustment and the Final Adjustment that would have resulted from the use of the proposed calculations of one of the parties hereto (the “Erroneous Party”) is more than twice as great as the difference between the Final Adjustment and the Final Adjustment that would have resulted from the use of the other party’s proposed calculations, the Erroneous Party shall pay all of the fees and expenses of the Independent Accounting Firm. 4.3.5. Upon the determination pursuant to this Agreement because Section 4.3.4 of a rebatethe Final Closing Statement and the Closing Date Net Working Capital, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created the Closing Cash Amount shall be recalculated (the “Final Adjustment”) in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward accordance with Section 4.3.4 using the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount the Closing Date Net Working Capital. If the Closing Cash Amount as uncollectible, then, in any such caseso calculated is less than the Closing Cash Amount initially determined pursuant to Section 4.3.1, the Purchase Price otherwise payable Sellers shall promptly pay to the Purchaser an aggregate amount equal to such difference by wire transfer or delivery of other immediately available US funds within five (5) business days after the date on the following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Final Closing Statement is finally determined pursuant to Section 5.1(b) was breached4.3.4. If, If the Closing Cash Amount as a result of any adjustment or discovery described aboveso calculated is more than the Closing Cash Amount initially determined pursuant to Section 4.3.1, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date Company an amount equal to such excess by wire transfer or delivery of other immediately available US funds within five (5) business days after the amount by date on which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect the Final Closing Statement is finally determined pursuant to such Purchase Price Adjustment)Section 4.3.4. 4.3.6. The Purchaser and the Company shall make good faith efforts to comply with the timing and response requirement set forth in this Section 4.3, but, in the absence of bad faith, neither party shall be deemed to be in breach of this Agreement, or to have waived its rights under this Section 4.3, on the basis of technical violations of timing or response requirements.

Purchase Price Adjustments. If the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold to the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the (a) The Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained adjusted in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such Net Worth Adjustment. For purposes hereof, the “Net Worth Adjustment” shall equal the difference of (i) the Closing Net Worth of the Company (as defined in Section 1.6(e)) as of the Closing Date minus (ii) $11,354,327.00 (the “Net Worth Threshold”). If the Net Worth Adjustment is positive (i.e., Closing Net Worth is greater than the Net Worth Threshold), the Purchase Price shall be increased by the amount of the Net Worth Adjustment. If the Net Worth Adjustment exceeds such is negative (i.e., Closing Net Worth is less than the Net Worth Threshold), the Purchase Price shall be decreased by the amount of the Net Worth Adjustment. For purposes of the Closing, the Closing Net Worth and the Net Worth Adjustment shall be based on Seller’s good faith preliminary calculation of Closing Net Worth and the Net Worth Adjustment (calculated before giving effect the “Closing Calculation”), subject to the true-up provisions of this Section 1.6. (b) Within thirty (30) days after the Closing Date, Seller will true-up the Closing Calculation of Closing Net Worth and the Net Worth Adjustment, and provide Purchaser with a reasonably detailed calculation of the trued-up Net Worth Adjustment for Purchaser’s review and approval (the “True-up Calculation”). The True-Up Calculation shall be deemed to be final and conclusive and agreed to by Purchaser and Seller, and shall be the basis for the true-up of the Net Worth Adjustment provided for in Section 1.6(d), unless Purchaser gives written notice to Seller, within fifteen (15) days of Purchaser’s receipt of the True-Up Calculation, that Purchaser disputes the True-Up Calculation (the “Dispute Notice”). Purchaser and Seller shall attempt, within ten (10) days after any such Purchase Price Dispute Notice is given, to resolve such dispute. If the Parties are unable to resolve such dispute within such ten (10) days, Purchaser and Seller shall resolve the dispute in accordance with the procedure set forth in Section 1.6(c). (c) If the Parties do not agree on the amount of the Net Worth Adjustment within ten (10) days after a Dispute Notice is given (as described in Section 1.6(b)), they shall engage a mutually agreeable nationally-recognized public accounting firm for the limited purpose of resolving only the disagreements of the Parties with respect to the True-Up Calculation, provided that all determinations made by such accounting firm shall be made in accordance with this Section 1.6. The determinations of such accounting firm shall be conclusive and binding on the Parties, and the fees and expenses of such accounting firm shall be divided equally between Seller and Purchaser. For purposes hereof, the “Determination Date” shall mean the date on which the final determination of the Net Worth Adjustment is made in accordance with either Section 1.6(b) or Section 1.6(c). (d) Purchaser shall pay to Seller any positive trued-up Net Worth Adjustment (i.e., if the True-Up Calculation of the Net Worth Adjustment is greater than the Closing Calculation of the Net Worth Adjustment), in cash, plus interest thereon at a rate of six percent (6.0%) per annum (“Borrowing Rate”) from the Closing Date, within five days of the Determination Date. Seller shall pay to Purchaser any negative trued-up Net Worth Adjustment (i.e., if the True-Up Calculation of the Net Worth Adjustment is less than the Closing Calculation of the Net Worth Adjustment), in cash, plus interest thereon at the Borrowing Rate from the Closing Date, within five (5) days of the Determination Date. (e) For the purpose of Section 1.6, the Company’s “Closing Net Worth” means the excess of the assets of the Company and its Subsidiaries (consolidated) over the liabilities of the Company and its Subsidiaries (consolidated), determined in accordance with GAAP applied on a basis consistent with Tecon Water Company, L.P.’s audited balance sheet dated as of December 31, 2003, with the additional adjustments set forth on Schedule 1.6(e) hereto. An example of the calculation of Closing Net Worth as of December 31, 2003, is set forth on Schedule 1.6(e) hereto.

Purchase Price Adjustments. If (a) The Unadjusted Purchase Price shall be increased at Closing by the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold to the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or Adjustment Amount if the Seller or Adjustment Amount is a positive number and the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Unadjusted Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product absolute value of the Adjustment Factor for Amount if the Adjustment Amount is a negative number. Any such increase or decrease to the Unadjusted Purchase Price Payment pursuant to this Agreement shall be made by increasing or decreasing, as applicable, the Cash Purchase Price. (b) Not later than five (5) Business Days prior to the Closing Date and in no event earlier than ten (10) Business Days prior to the Closing Date, Sellers shall prepare and deliver to Buyer a written preliminary settlement statement (the “Estimated Settlement Statement”) setting forth, in reasonable detail and with reasonable supporting documentation, Sellers’ good faith estimates of (i) the Net Working Capital, (ii) the NWC Adjustment Amount, (iii) the Debt of the Company (less Debt of the Company which is paid in full on or prior to the Closing Date), (iv) the Company Transaction Cost Amount, (v) the CapEx Adjustment Amount, (vi) the Cash and Cash Equivalents Amount and (vii) based on the estimates set forth in the foregoing clauses (i)-(vi), the Adjusted Purchase Price (the “Estimated Adjusted Purchase Price”) and Adjustment Amount, in each case, based upon the most recent reasonably ascertainable financial information of the Company, together with applicable wiring instructions for the payment thereof. Within three (3) Business Days after Bxxxx’s receipt of the Estimated Settlement Statement, Buyer shall deliver to Sellers a written report containing all changes that Buyer proposes to be made to the Estimated Settlement Statement, together with the reasonable explanation therefor and with the reasonable supporting documents thereof. Subject to the proviso in the penultimate sentence of this Section 2.3(b), after Sellers’ receipt of such written report of Buyer, Sellers shall consider in good faith any changes that Buyer may have in respect of the items and calculations contained in the Estimated Settlement Statement and as soon as practicable upon mutual agreement in writing between Sellers and Buyer update any such items or calculations (and, in any event, Sellers shall revise the Estimated Settlement Statement to correct any manifest error identified by Buyer to the extent Sellers, acting in good faith, agree with such error) and redeliver, if applicable, to Buyer the Estimated Settlement Statement not later than the Business Day immediately prior to the Closing Date. The Estimated Settlement Statement, as agreed upon in writing by the Parties, shall control for purposes of all payments to be made at Closing; provided that if the Parties do not agree in writing upon any or all of the adjustments set forth in the Estimated Settlement Statement or Buyer fails to timely deliver a written report containing Bxxxx’s proposed changes in accordance with this Section 2.3(b), then the amount of such adjustmentadjustment or adjustments used to calculate the Adjusted Purchase Price at Closing shall be that amount set forth in the Estimated Settlement Statement originally delivered by Sellers to Buyer pursuant to this Section 2.3(b). SimilarlyBetween the period starting from when the Sellers deliver the Estimated Settlement Statement to Buyer until the Closing, Sellers and the Company shall use reasonable efforts to provide to Buyer during normal business hours, and in such a manner as not to unreasonably interfere with the normal business operations of Sellers or the Company, reasonable access to (A) the records of the Company, all documentation and other data, in each case, in possession of the Company and to the extent relating to the preparation of the Estimated Settlement Statement, and (B) each of Sellers’ and the Company’s Chief Executive Officer and Chief Financial Officer, as is reasonably requested by Bxxxx to answer questions from Buyer arising from or related to their review of the Estimated Settlement Statement and the determinations to be contained therein. (i) Not later than the seventy fifth (75th) day following the Closing Date, Buyer shall prepare and deliver to Sellers a written statement (the “Final Settlement Statement”) setting forth, in reasonable detail and with reasonable supporting documentation, Bxxxx’s good faith estimate of the final calculation of (i) the Net Working Capital, (ii) the NWC Adjustment Amount, (iii) the Debt of the Company (less Debt of the Company which was paid in full on or prior to the Closing Date), (iv) the Company Transaction Cost Amount, (v) the CapEx Adjustment Amount, (vi) the Cash and Cash Equivalents Amount, (vii) based on the estimates set forth in the foregoing clauses (i)-(vi), the Adjusted Purchase Price otherwise payable on and Adjustment Amount and (viii) any adjustment necessary to reconcile the Estimated Adjusted Purchase Price Payment Date to the Adjusted Purchase Price; provided, that, if Buyer fails to deliver to Sellers the Final Settlement Statement within ninety (90) days following the Closing Date, then, in addition to any other rights Sellers may have under Section 11.19, Sellers will have the right to elect that the Estimated Settlement Statement, including the Adjusted Purchase Price set forth therein, shall be reduced by deemed to constitute the product Final Settlement Statement, and absent manifest error shall become final, conclusive, non-appealable and binding on the Parties for all purposes of this Agreement. During the seventy five (75)-day period following Sellers’ receipt of the Adjustment Factor Final Settlement Statement (the “Review Period”), Buyer shall provide to Sellers, during normal business hours and in such a manner as not to unreasonably interfere with the normal business operations of Buyer or the Company, reasonable access to (A) the records of the Company, all documentation and other data, in each case, relating to the preparation of the Final Settlement Statement, and (B) Buyer’s officers, employees, agents and other personnel, in each case, who is responsible for such Purchase Price Payment Date and knowledgeable about the information useful in the preparation of the Final Settlement Statement, as is reasonably requested by Sellers to assist Sellers in their review of the Final Settlement Statement and the amount of determinations to be contained therein. At any Principal Receivable which was discovered time during the preceding Collection Period as having been created through a fraudulent Review Period, if Sellers disagree with Buyer’s calculations of the Adjusted Purchase Price, Sellers may deliver to Buyer one or counterfeit charge more written reports or supplements thereto containing any changes that Sellers propose be made to the Final Settlement Statement including with respect to which information set forth in or omitted to be set forth in the covenant Estimated Settlement Statement (such written report, an “Objection Notice”), setting forth in reasonable detail the particulars of such disagreement and calculations thereof. If Sellers deliver an Objection Notice to Buyer during the Review Period, any amount, determination or calculation contained in the Final Settlement Statement and not specifically disputed in such Objection Notice shall be final, conclusive, non-appealable and binding on the Parties for all purposes of this Agreement. Sellers shall be deemed to have waived any rights to object to the Final Settlement Statement unless Sellers deliver an Objection Notice to Buyer within the Review Period and, if the Review Period expires without Sellers so delivering an Objection Notice, then the Final Settlement Statement, including the Adjusted Purchase Price set forth therein, absent manifest error, shall become final, conclusive, non-appealable and binding on the Parties for all purposes of this Agreement. (ii) If Sellers deliver an Objection Notice to Buyer during the Review Period, then Buyer and Sellers shall negotiate in good faith to resolve each dispute raised therein (each, an “Objection”) and agree on the final Adjusted Purchase Price no later than thirty (30) days after the date on which Sellers delivered such Objection Notice to Buyer. In the event that the Parties, notwithstanding such good faith efforts, fail to reach agreement within such thirty (30)-day period, the Parties shall within ten (10) days following the end of such thirty (30)-day period jointly engage and refer the unresolved Objections to a nationally-recognized independent accounting firm as Sellers and Buyer shall mutually agree upon at such time in writing or, if Sellers and Buyer fail to agree in writing within such ten (10)-day period, then such other nationally-recognized independent accounting firm appointed by the Houston, Texas office of the American Arbitration Association as requested by Sellers or Buyer; provided, that, if the Houston, Texas office of the American Arbitration Association refuses to appoint such other nationally-recognized independent accounting firm, then an arbitrator appointed by the Houston, Texas office of the American Arbitration Association shall appoint such other nationally-recognized independent accounting firm (such firm that agrees to serve hereunder, the “Accounting Firm”). (iii) Within ten (10) days following the agreement of the Accounting Firm to serve hereunder, each of Buyer and Sellers shall deliver to the other and the Accounting Firm (A) the Estimated Settlement Statement, the Final Settlement Statement, the Objection Notice and such work papers, invoices and other reports and information relating to the unresolved Objections as the Accounting Firm may request and (B) Buyer’s or Sellers’, as applicable, proposed resolution of each Objection (which proposed resolution shall not seek a greater decrease to the Adjusted Purchase Price than the decrease proposed by Buyer in the Final Settlement Statement nor a greater increase to the Adjusted Purchase Price than the increase proposed by Sellers in the Objection Notice) and any materials it wishes to present to justify the resolution it so presents (the foregoing items (A) and (B) together forming Buyer’s or Sellers’, as applicable, “Submission”). Buyer and Sellers shall be afforded the opportunity to discuss the unresolved Objections and the Submissions with the Accounting Firm, and the Accounting Firm shall (x) base its determination of the Adjusted Purchase Price solely on the Submissions of Buyer and Sellers, (y) shall not conduct a formal evidentiary hearing or any independent review, investigation or additional discovery of any form and (z) use only the definitions and other applicable provisions of this Agreement. Buyer and Sellers shall cooperate with the Accounting Firm in all reasonable respects, but none of Buyer or the Sellers shall have any substantive ex parte meetings, teleconferences or other correspondence with the Accounting Firm relating to this Section 5.1(b2.3(c) was breachedor this Agreement without providing the other Party or Parties, as applicable, an opportunity to participate, as it is intended for Buyer and Sellers to be included in all meetings, discussions and correspondence with the Accounting Firm. IfThe Accounting Firm shall act as an accounting expert only and not as an arbitrator in determining the specific unresolved Objections submitted by Sellers or Buyer in their respective Submissions to the Accounting Firm, and whether and, subject to Section 2.3(c)(iv), to what extent, if any, the Adjusted Purchase Price requires adjustment as a result of the resolution of those unresolved Objections; provided, however, that if any adjustment of the unresolved Objections relate to the interpretation of the Parties’ legal rights or discovery described aboveobligations under this Agreement or the other Transaction Documents rather than financial or accounting matters pertinent to the calculation of the Adjusted Purchase Price, such unresolved Objections shall instead be resolved by the Parties in the manner set forth in Sections 11.2, 11.3 and 11.4 (with any dispute as to whether an unresolved Objection is legal, financial or accounting-related in nature, to be resolved solely by the Accounting Firm in its capacity as an accounting expert). The Accounting Firm shall agree that prior to its engagement, Buyer and Sellers may have exchanged certain proposals relating to the Objections that were intended solely for purposes of facilitating settlement discussions and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or dispute resolution process, including with respect to the Accounting Firm’s engagement in such dispute. The Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the Objections, and Federal Rules of Evidence Rule 408 shall apply to any subsequent dispute arising from this Section 2.3(c). The Accounting Firm shall be bound by a mutually agreeable confidentiality agreement, which shall preserve the confidentiality of any proceeding before the Accounting Firm. (iv) Buyer and Sellers shall use their respective commercially reasonable efforts to cause the Accounting Firm to make a determination of the Adjusted Purchase Price as soon as practicable and shall direct the Accounting Firm to deliver a written report containing its final determination of the subject matters of the Objections submitted by Bxxxx and Sellers to the Accounting Firm in any event within thirty (30) days after receipt of the Submissions, which determination shall be final, conclusive and binding on Buyer and Sellers, without right of appeal, and be enforceable by a court of competent jurisdiction absent manifest error or Fraud. The Accounting Firm may not award interest, damages or penalties. In determining the proper amount of the Adjusted Purchase Price, the Purchaser Accounting Firm shall not increase the Adjusted Purchase Price more than the increase proposed by Sellers nor decrease the Adjusted Purchase Price more than the decrease proposed by Buyer, as set forth in their respective Submissions, as applicable. (v) Buyer shall pay a portion of the fees and expenses of the Accounting Firm equal to 100% multiplied by a fraction, the numerator of which is required to pay any the total amount of Objections submitted to the Servicer Accounting Firm that are resolved in favor of Sellers (that being the absolute value of the difference between the Accounting Firm’s determination and Buyer’s determination) and the denominator of which is the total amount of Objections submitted to the Accounting Firm (that being the sum total by which Sellers’ determination and Bxxxx’s determination differ from the determination of the Accounting Firm). Sellers shall pay the portion of the fees and expenses of the Accounting Firms for deposit into the Excess Funding Account which Buyer is not responsible pursuant to this Section 3.8(a2.3(c)(v). (d) Within ten (10) days after the earlier of (i) the expiration of the Restated AgreementReview Period without delivery of any Objection Notice and (ii) the date on which Sellers and Buyer agree in writing or the Accounting Firm, as applicable, determines the Seller final Adjusted Purchase Price, Sellers or Buyer, as applicable, shall pay such amount make a true-up payment to the Purchaserother (in accordance with the following sentence in this Section 2.3(d), so that, after giving effect to such payment, Sellers and Buyer are in the same position they would have been in had payments at the Closing been based on the finally determined Adjusted Purchase Price (without any interest on such true-up payment)). The payment required by the preceding sentence shall be made by wire transfer to the account(s) designated by Buyer or Sellers, as applicable, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment).

Purchase Price Adjustments. If (a) At least two (2) Business Days but no longer than four (4) Business Days prior to the Seller or Closing Date, Target shall deliver to Acquiror a certificate of Target’s Chief Financial Officer setting forth Target’s good faith estimate of (1) the Servicer -------------------------- adjusts Working Capital as of the Closing Date (the “Estimated Working Capital”), (2) the Net Debt as of the Closing Date (the “Estimated Net Debt”) and (3) the Transaction Expenses (the “Estimated Transaction Expenses”), reflecting in each case Target’s reasonably detailed calculations of each of the components of such Working Capital, Net Debt and Transaction Expenses amounts and the aggregate amounts thereof. The calculation of the Estimated Working Capital, Estimated Net Debt and Estimated Transaction Expenses shall be in the form consistent with Section 2.15(f) of the Target Disclosure Schedule. (b) In the event that the Estimated Working Capital is a lesser amount than the Target Working Capital, the Merger Consideration shall be adjusted downward by the difference of the amount by which the Target Working Capital exceeds the Estimated Working Capital. In the event that the Estimated Working Capital is a greater amount than the Target Working Capital, the Merger Consideration shall be adjusted upward by the difference of the amount by which the Estimated Working Capital exceeds the Target Working Capital. In the event that the Estimated Net Debt is a positive amount, then the Merger Consideration shall be adjusted upward by such amount. In the event that the Estimated Net Debt is a negative amount, then the Merger Consideration shall be adjusted downward by the absolute value of such amount. The Merger Consideration shall be adjusted downward by the amount of the Estimated Transaction Expenses. The adjustments, if any, referred to in this Section 2.15(b) are referred to herein as the “Closing Adjustment Amounts.” (c) Within ninety (90) days after the Closing Date, Acquiror shall prepare and deliver to Stockholders’ Agent a certificate of Acquiror’s Chief Financial Officer (the “Closing Certificate”) setting forth Acquiror’s good faith determination of (i) the Working Capital as of the Closing Date, (ii) the Net Debt as of the Closing Date and (iii) the Transaction Expenses, reflecting in each case Acquiror’s reasonably detailed calculation of each of the components of such Working Capital, Net Debt and Transaction Expenses amounts and the aggregate amounts thereof. Acquiror’s calculations of Working Capital, Net Debt and Transaction Expenses shall be in the form consistent with Section 2.15(f) of the Target Disclosure Schedule. (d) The Stockholders’ Agent shall have thirty (30) days from the date on which it receives the Closing Certificate to raise any Principal Receivable sold objection(s) to the Purchaser pursuant calculations set forth therein by delivering a written notice to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because Acquiror setting forth such Receivable was created objection(s) in respect of goods or services which were refused, returned or reasonable detail (the “Disputed Items”). In the event that Stockholders’ Agent does not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of deliver any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or objection(s) with respect to which the covenant contained calculations set forth in Section 5.1(bthe Closing Certificate within such thirty (30) was breachedday period, then the calculations set forth in the Closing Certificate shall be deemed final. IfIn the event that any such objection(s) are so delivered, as a result of any adjustment or discovery described abovethen the calculations set forth in the Closing Certificate shall be deemed not final and Acquiror and Stockholders’ Agent shall attempt, in good faith, to resolve the Purchaser is required Disputed Items and, if they are unable to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) resolve all of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. Disputed Items within thirty (New York City time30) on the second Business Day following days after the date of such adjustment Disputed Items notice, shall, within five (5) Business Days thereafter (or discovery such earlier date as mutually agreed), submit the Disputed Items to the Independent Accounting Firm. Acquiror and such amount Stockholders’ Agent shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items reasonably requested by the Independent Accounting Firm and to the extent available to Acquiror or its Representatives or Stockholders’ Agent or its Representatives. The Acquiror and Stockholders’ Agent shall be paid afforded the 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 determination by the Purchaser Independent Accounting Firm, as set forth in a notice that Stockholders’ Agent and Acquiror shall cause the Independent Accounting Firm to deliver to Acquiror and Stockholders’ Agent within thirty (30) days after the submission of the Disputed Items to the Seller Independent Accounting Firm, shall be final, binding and conclusive on Acquiror, Stockholders’ Agent and all Security Holders. The fees and expenses of the Independent Accounting Firm shall be split equally between Acquiror, on the following Purchase Price Payment Dateone hand, and the Security Holders (through payment from the Stockholder Agent Expense Escrow) on the other hand. If The Working Capital, Net Debt and Transaction Expenses amounts reflected in the Closing Certificate, as revised to reflect the resolution of any and all Disputed Items in accordance with this Section 2.15(d), shall be deemed to be the “Final Working Capital,” “Final Net Debt” and “Final Transaction Expenses”, as applicable. (e) At such time as the calculations set forth in the Closing Certificate shall become final in accordance with Section 2.15(d), the Estimated Working Capital shall be compared to the Final Working Capital, the Estimated Net Debt shall be compared to the Final Net Debt, and the Estimated Transaction Expenses shall be compared to the Final Transaction Expenses, and Stockholders’ Agent and Acquiror shall make or cause to be made whatever payments are necessary, if any, to reflect the increase or decrease in the Merger Consideration that would have resulted if the Estimated Working Capital, Estimated Net Debt and Estimated Transaction Expenses instead had equaled the Final Working Capital, Final Net Debt and Final Transaction Expenses, respectively. Any payment to be made pursuant to this Section 2.15(e) shall be made, within five (5) Business Days after the date that the Final Working Capital, Final Net Debt and Final Transaction Expenses are finally determined pursuant to Section 2.15(d), with any payments to be made to (A) Acquiror to be made by Stockholders’ Agent and Acquiror causing the Escrow Agent to release to Acquiror the applicable amount (y) initially from the Purchase Price Adjustment for any Purchase Price Payment Date would cause Escrow, and (z) thereafter from the Indemnification Escrow, without regard to the Limitation set forth in Section 9.2(d), if the Purchase Price for such Purchase Price Payment Date Adjustment Escrow is insufficient to provide full payment to Acquiror as required by this Section 2.15(e) and (B) Security Holders to be a negative number, the Seller shall pay made by Acquiror in cash to the Purchaser on such Purchase Price Payment Date each Security Holder in an amount equal to its Escrow Pro Rata Share of such payments. The Stockholders’ Agent and Acquiror shall cause the amount by which such Escrow Agent to release any amounts not required to be paid to Acquiror pursuant to this Section 2.15(e) and remaining in the Purchase Price Adjustment exceeds such Purchase Price (calculated before Escrow, if any, to Security Holders, in amounts equal to their respective Escrow Pro Rata Shares, promptly after giving effect to such Purchase Price Adjustmentany payment required to be made to Acquiror pursuant to this Section 2.15(e). (f) Section 2.15(f) of the Target Disclosure Schedule contains a reasonably detailed example of the calculations to be made pursuant to this Section 2.15.

Purchase Price Adjustments. If the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold (1) At least three business days prior to the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated AgreementClosing Date, the Seller shall pay such amount deliver to the Purchaser, Buyer (i) a balance sheet of the Business (the "Estimated Closing Date Balance Sheet") based upon the books and records of the Seller and prepared in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following accordance with generally accepted accounting principles as of the date of such adjustment or discovery this Agreement ("GAAP") and such amount shall reflecting the Seller's best estimate of each of the items, and the amounts thereof, to be paid included on the Closing Date Balance Sheet and (ii) a certificate of the Seller, duly executed by an executive officer of the Purchaser Seller, stating that the Estimated Closing Date Balance Sheet has been prepared in good faith, has been prepared in accordance with GAAP and reflects the Seller's best estimate of, and fairly presents, each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet. (2) If the Net Asset Amount (as defined below) of the Business as shown on the Estimated Closing Date Balance Sheet is greater than the Net Asset Amount of the Business shown on the June 30 Balance Sheet, the payment of the Fixed Amount to the Seller on the following Purchase Closing Date shall be increased, as a preliminary adjustment to the Fixed Amount as provided in section 3.2(a)(ii), by the amount of such excess (the "Estimated Price Payment DateIncrease"). If the Purchase Price Adjustment for any Purchase Price Payment Net Asset Amount of the Business as shown on the Estimated Closing Date would cause Balance Sheet is less than the Purchase Price for such Purchase Price Payment Date to be a negative numberNet Asset Amount of the Business as shown on the June 30 Balance Sheet, the Seller shall pay payment of the sum of the Fixed Amount and the Additional Amount, if any, to the Purchaser Seller on such Purchase Price Payment the Closing Date an amount equal shall be decreased, as a preliminary adjustment to the Fixed Amount as provided in section 3.2(a)(iii), by the amount of such deficiency (the "Estimated Price Decrease"). For purposes of this Agreement, "Net Asset Amount" of the Business as of any date shall mean the total assets of the Business less the sum of all cash and cash equivalents of the Seller, all "accounts payable" and all "accrued liabilities" of the Business, all as set forth on a balance sheet of the Business as of such date; PROVIDED, HOWEVER, that "Net Asset Amount" as of any date shall exclude the "Xxxxxxx Xxxxx receivable" and any of the reserves established with respect thereto; PROVIDED, FURTHER, HOWEVER, that the collection of any amount that exceeds $10,000 in any month with respect to the "Xxxxxxx Xxxxx receivable" between the date hereof and the date of the Closing Date Balance Sheet shall reduce the Net Asset Amount by which the sum of the amounts of such Purchase Price Adjustment exceeds excess in each such Purchase Price (calculated before giving effect to such Purchase Price Adjustment)month.

Purchase Price Adjustments. (1) If the Seller or Closing Net Working Capital is less than the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold to the Purchaser pursuant to this Agreement because of a rebateEstimated Closing Net Working Capital, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, then the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced adjusted downward by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarlydifference (the “Net Working Capital Decrease”) and, within five Business Days following the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described aboveDate, the Purchaser is required to pay any amount and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the Servicer for deposit into Escrow Agent in accordance with the Excess Funding Account pursuant Escrow Agreement instructing the Escrow Agent to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount release to the Purchaser, in immediately from the amount of the Adjustment Holdback available funds, not later than 2:00 P.M. (New York City time) on for the second Business Day following payment of the Net Working Capital Decrease as of the date of such adjustment or discovery payment (in this Section 2.6(1), the “remaining amount”), the amount of the Net Working Capital Decrease. If the Net Working Capital Decrease is greater than the remaining amount of the Adjustment Holdback, then, within five Business Days following the Purchase Price Adjustment Date: (A) the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Purchaser the remaining amount of the Adjustment Holdback and (B) the amount of the Net Working Capital Decrease in excess of the remaining amount of the Adjustment Holdback shall be paid by the Vendor to the Purchaser as the Purchaser may direct, acting reasonably. If the Closing Net Working Capital is greater than the Estimated Closing Net Working Capital, then the Purchase Price shall be adjusted upward by the amount of such difference (the “Net Working Capital Increase”) and, within five Business Days following the Purchase Price Adjustment Date: (A) the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Vendor the Adjustment Holdback and (B) the amount of the Net Working Capital Increase in excess of the amount of the Adjustment Holdback shall be paid by the Purchaser to the Seller on Vendor’s Counsel, in trust, for distribution to the following Vendor. (2) If the Closing Cash is less than the Estimated Closing Cash, then the Purchase Price Payment Date. If shall be adjusted downward by the amount of such difference (the “Cash Decrease”) and, within five Business Days following the Purchase Price Adjustment Date, the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Purchaser, from the amount of the Adjustment Holdback available for any Purchase Price Payment Date would cause the payment of the Cash Decrease as of the date of such payment (in this Section 2.6(2), the “remaining amount”), the amount of the Cash Decrease. If the Cash Decrease is greater than the remaining amount of the Adjustment Holdback, then, within five Business Days following the Purchase Price for such Purchase Price Payment Date Adjustment Date: (A) the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to be a negative number, the Seller shall pay Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Purchaser on such the remaining amount of the Adjustment Holdback and (B) the amount of the Cash Decrease in excess of the remaining amount of the Adjustment Holdback shall be paid by the Vendor to the Purchaser as the Purchaser may direct, acting reasonably. If the Closing Cash is greater than the Estimated Closing Cash, then the Purchase Price Payment Date an shall be adjusted upward by the amount equal of such difference (the “Cash Increase”) and the amount of the Cash Increase shall be paid by the Purchaser to the Vendor’s Counsel, in trust, within five Business Days following the Purchase Price Adjustment Date, for distribution to the Vendor. (3) If the Closing Indebtedness is greater than the Estimated Closing Indebtedness, then the Purchase Price shall be adjusted downward by the amount of such difference (the “Indebtedness Increase”) and, within five Business Days following the Purchase Price Adjustment Date, the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Purchaser, from the amount of the Adjustment Holdback available for the payment of the Indebtedness Increase as of the date of such payment (in this Section 2.6(3), the “remaining amount”), the amount of the Indebtedness Increase. If the Indebtedness Increase is greater than the remaining amount of the Adjustment Holdback, then, within five Business Days following the Purchase Price Adjustment Date: (A) the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Purchaser the remaining amount of the Adjustment Holdback and (B) the amount of the Indebtedness Increase in excess of the remaining amount of the Adjustment Holdback shall be paid by the Vendor to the Purchaser as the Purchaser may direct, acting reasonably. If the Closing Indebtedness is less than the Estimated Closing Indebtedness, then the Purchase Price shall be adjusted upward by the amount of such difference (the “Indebtedness Decrease”) and the amount of the Indebtedness Decrease shall be paid by the Purchaser to the Vendor’s Counsel, in trust, within five Business Days following the Purchase Price Adjustment Date, for distribution to the Vendor. (4) To the extent that any Transaction Expenses are not paid at the Closing in accordance with Section 2.3(2)(b), then the Purchaser may deliver written notice to the Vendor setting out the amount of all such unpaid Transaction Expenses (provided that such notice must be delivered by the Purchaser to the Vendor on or before the Purchase Price Adjustment Date) and, within five Business Days following the date of written notice by the Purchaser to the Vendor in accordance with this Section 2.6(4), the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Purchaser, from the amount of the Adjustment Holdback available for the payment of the unpaid Transaction Expenses as of the date of such payment (in this Section 2.6(4), the “remaining amount”), the amount of all such unpaid Transaction Expenses. If the amount of all such unpaid Transaction Expenses is greater than the remaining amount of the Adjustment Holdback, then, within five Business Days following the date of written notice by the Purchaser to the Vendor in accordance with this Section 2.6(4): (i) the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Purchaser the remaining amount of the Adjustment Holdback and (ii) the amount of all such unpaid Transaction Expenses in excess of the remaining amount of the Adjustment Holdback shall be paid by the Vendor to the Purchaser or as the Purchaser may direct, acting reasonably. If the Purchaser and the Vendor disagree with respect to the amount of the unpaid Transaction Expenses and are unable to reach an agreement within five Business Days following the date of written notice by which the Purchaser to the Vendor in accordance with this Section 2.6(4), then the Purchaser may, but shall not be required to, refer the matter to the Closing Statements Dispute Auditor and Sections 2.5(3) to 2.5(5) shall apply mutatis mutandis to the resolution of any such determination of the unpaid Transaction Expenses. Within five Business Days following the date of agreement of the Purchaser and the Vendor or the decision of the Closing Statements Dispute Auditor, as the case may be, the Purchaser and the Vendor shall jointly deliver the applicable joint, irrevocable and unconditional written direction to the Escrow Agent in accordance with this Section 2.6(4). The Purchase Price Adjustment exceeds shall be adjusted downward by the amount of any Transaction Expenses paid pursuant to this Section 2.6(4) to the extent such Transaction Expenses have not previously been deducted from the Purchase Price. (5) The determination and adjustment of the Purchase Price (calculated before giving effect in accordance with this Section 2.6 will not limit or affect any other rights or causes of action that the Parties may have with respect to such Purchase Price Adjustment)the representations, warranties, covenants and indemnities in its favour contained in this Agreement. The Parties agree that there shall be no double counting to the detriment of any of the Parties in respect of the calculation of any part of Estimated Closing Net Working Capital, the Closing Net Working Capital, the Estimated Closing Cash, the Closing Cash, the Estimated Closing Indebtedness, the Closing Indebtedness, the Transaction Expenses and/or any Claims.

Purchase Price Adjustments. (i) If Meadowlands' audited Adjusted EBITDA, which shall be twelve times the Seller average monthly EBITDA for the eighteen (18) month trailing period as of the close of business on the Closing Date, is more or less than $726,000 (the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold "EBITDA Closing Deviation"), there shall be an adjustment to the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable made by adding or subtracting (as appropriate) $2.00 for each $1.00 of EBITDA Closing Deviation. (ii) If Meadowlands' Net Current Assets as disclosed on the following Purchase Price Payment Date audited June 30, 2007 balance sheets to be received pursuant to Section 4(c)(i) are more or less than $710,000 (the "Net Current Asset Deviation"), there shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, an adjustment to the Purchase Price otherwise payable on any which shall be made by adding or subtracting (as appropriate) one dollar for every dollar of Net Current Asset Deviation. (iii) Any Purchase Price Payment Date credit for a positive Net Current Asset Deviation shall be reduced evidenced by the product a promissory note made by Somerset in favor of the Adjustment Factor for such Sellers, payable in twelve (12) equal monthly installments, without interest, commencing on the first day of the thirteenth month following the closing (the "NCA Note"). The form of the NCA Note is attached hereto and made a part hereof as Exhibit C. Somerset's obligations under the NCA Note shall be included in the Corporate Guaranty and Stock Pledge Agreement. A Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through adjustment for a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, negative Net Current Asset Deviation shall be treated as a result of any adjustment or discovery described above, reduction in the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) then outstanding principal balance of the Restated Agreement, Convertible Note. The credit shall be applied in the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. inverse order of principal payments. (New York City timeiv) on the second Business Day following the date of such adjustment or discovery and such amount Any Purchase Price credit for a positive EBITDA Closing Deviation shall be paid by the Purchaser Buyer to the Seller on Sellers in a single lump sum payment no later than 270 days after the following Closing. Such obligation shall be evidenced by a promissory note made by Somerset in favor of the Sellers (the "EBITDA Adjustment Note"). The form of EBITDA Adjustment Note is attached hereto and made a part hereof as Exhibit D. Somerset's obligations under the EBITDA Adjustment Note shall be included in the Corporate Guaranty and Stock Pledge Agreement. Any Purchase Price Payment Date. If the Purchase Price Adjustment adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, EBITDA Closing Deviation shall be treated as a reduction in the Seller then outstanding principal balance of the Convertible Note. The credit shall pay to be applied in the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment)inverse order of principal payments.

Purchase Price Adjustments. If (i) Notwithstanding anything contained in this Agreement to the contrary, the Seller or and Parent guarantee that the Servicer -------------------------- adjusts downward the principal amount of any Principal Receivable sold to the Purchaser pursuant to this Agreement because Company's Acquired-company Notes shall not exceed a maximum of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect the Relevant Amount measured as of goods or services which were refused, returned or not received by an Obligor, or if the Seller or close of business on the Servicer otherwise adjusts downward Closing Date. In the event that the principal amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectiblethe Acquired-company Notes exceeds the Relevant Amount, then, in any such case, then the cash portion of the Purchase Price otherwise payable on the following Purchase Price Payment Date pursuant to Section 1.02(a) shall be reduced by the product amount, if any, by which the Acquired-company Notes exceed the maximum amount of the Adjustment Factor for such Purchase Price Payment Date and Relevant Amount. (ii) If, on the amount Closing Date, Adjusted Working Capital is less than Ninety-Five Million Five Hundred Seventy-Two Thousand Dollars ($95,572,000.00), then the cash portion of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date pursuant to Section 1.02(a) shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during such deficiency (the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained "Working Capital Deficiency") in Section 5.1(b) was breachedAdjusted Working Capital. If, as a result on the Closing Date, Adjusted Working Capital is greater than $95,572,000.00, then the cash portion of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account Purchase Price payable pursuant to Section 3.8(a1.02(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid increased by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which Adjusted Working Capital exceeds $95,572,000.00 (the "Working Capital Excess"). Adjusted Working Capital shall be comprised of cash in an amount of not less than Two Million Dollars ($2,000,000.00), accounts receivable, inventory, other current assets, accounts payable, and accrued expenses to third-parties (excluding all inter-company obligations, accrued but unpaid Taxes and the current portion of the Acquired-company Notes) of the Company calculated in accordance with this Agreement and GAAP applied on a basis consistent with the Company's prior practice. The Adjusted Working Capital shall be initially based upon an estimated trial balance to be prepared by the Company and presented to the Purchaser as of the end of the last full month immediately prior to the month in which the Closing Date occurs. This trial balance shall be attached hereto as Schedule 1.02(b). At the Closing, the Company shall present to the Purchaser the Company's initial calculation of its Adjusted Working Capital as of the Closing Date. (iii) The actual Adjusted Working Capital of the Company as of the Closing Date and the actual amount of Acquired-company Notes shall be based upon a final Balance Sheet dated as of the Closing Date. The Purchaser shall have such final Balance Sheet compiled by PricewaterhouseCoopers LLP 2 9 ("PWC"). The Purchaser shall deliver to the Seller the calculation and determination of the actual Adjusted Working Capital of the Company and Acquired-company Notes as of the Closing Date as determined by PWC within ninety (90) days after the Closing Date. Such calculation shall be deemed conclusive and binding on the parties for purposes of computing the actual Adjusted Working Capital of the Company and Acquired-company Notes as of the Closing Date unless the Seller objects by delivering a detailed statement describing the Seller's objections to the Purchaser within thirty (30) days after receiving from the Purchaser the determination by PWC of the Adjusted Working Capital of the Company and Acquired-company Notes as of the Closing Date. The Purchaser and the Seller will use reasonable efforts to resolve any such objections themselves. Any dispute regarding the PWC determination of the Adjusted Working Capital of the Company and Acquired-company Notes as of the Closing Date shall be resolved in the manner set forth in Section 1.02(d) hereof. If the Seller does not provide such written notice to the Purchaser within such 30-day period, then the Purchaser shall make the appropriate adjustment to the Purchase Price Adjustment exceeds in accordance with Section 1.02(c) within ten (10) days after the date by which the Seller was required to provide such Purchase Price (calculated before giving effect to such Purchase Price Adjustmentwritten notice under this Section 1.02(b)(iii).

Purchase Price Adjustments. (a) The cash portion of the Purchase Price shall be reduced at Closing by the amount, if any, by which the book value (the "Receivables Value") as of the close of business on January 31, 1997 (the "Valuation Date") of the Seller's trade accounts receivable included in the Assets is less than 95% of the book value of the Seller's trade accounts receivable on the 1996 Balance Sheet (as hereinafter defined), or shall be increased at Closing by the amount, if any, by which the Receivables Value is greater than 105% of the book value of the Seller's trade accounts receivable on the 1996 Balance Sheet. The Receivables Value shall be determined as of the Valuation Date in accordance with generally accepted accounting principles consistently applied in accordance with past practice. (b) The cash portion of the Purchase Price shall be reduced at Closing by the amount, if any, by which the book value (the "Inventory Value") as of the Valuation Date of the Seller's inventory included in the Assets is less than 95% of the book value of the Seller's inventory on the 1996 Balance Sheet, or shall be increased at Closing by the amount, if any, by which the Inventory Value is greater than 105% of the book value of the Seller's inventory on the 1996 Balance Sheet. The Inventory Value shall be determined as of the Valuation Date in accordance with generally accepted accounting principles consistently applied in accordance with past practice. (c) At the Closing, the Seller shall deliver to the Buyer a certificate (the "Seller's Valuation Certificate") signed by the President of the Seller certifying the Receivables Value and the Inventory Value. All statements contained in such certificate shall be deemed to be representations and warranties of the Seller contained in this Agreement. (d) During the period ending sixty (60) days from the Closing Date, the Acquiring Companies may, at their own expense, cause their regularly retained certified independent public accounting firm (the "Acquiring Companies' Accountants") to determine the Receivables Value and the Inventory Value as of the Valuation Date (the "Acquiring Companies' Accountants Determination"). If the Acquiring Companies' Accountants Determination of the Receivables Value and the Inventory Value, on a combined basis, is less than 95% of the Receivables Value and the Inventory Value, on a combined basis, set forth on the Seller's Valuation Certificate and the Acquiring Companies desire to request an adjustment of the Purchase Price as a result thereof, the Acquiring Companies shall provide written notice of such request and a copy of the Acquiring Companies' Accountants documentation and other documentation relating to such determination within sixty (60) days after the Closing Date. The Seller shall have twenty (20) days from the date of receipt of such written notice and accompanying documentation from the Acquiring Companies to object to the Acquiring Companies' Accountants Determination or such determination shall become final and binding upon the Acquiring Companies and the Seller. If the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold objects to the Purchaser pursuant to this Agreement because of a rebateAcquiring Companies' Accountants Determination within such twenty (20) day period, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Acquiring Companies and the Seller or will use reasonable efforts to agree on such determination. If the Servicer otherwise adjusts downward Acquiring Companies and the amount Seller are unable to agree on such determination within twenty (20) days, the Seller may, at its own expense, have its regularly retained certified independent public accounting firm (the "Seller's Accountants") determine the Receivables Value and the Inventory Value as of any the Valuation Date (the "Seller's Accountants Determination"). If a discrepancy arises between the Acquiring Companies' Accountants Determination and the Seller's Accountants Determination, the Acquiring Companies and the Seller shall cause their respective accountants to cooperate to try to eliminate such Principal Receivable without receiving Collections therefor or without charging off discrepancy. If such amount as uncollectibleaccountants are unable to eliminate such discrepancy, then, in any such caseevent, the Purchase Price otherwise payable two accounting firms shall select a third independent, nationally recognized accounting firm (the "Disinterested Firm") which shall then review the reports and other books and records relative to the issue or issues in dispute and shall make a final determination of the Receivables Value and the Inventory Value on a combined basis (the following Purchase Price Payment Date "Disinterested Accountants Determination"), which determination shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date final and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Datebinding upon all parties hereto. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment).Receivables

Purchase Price Adjustments. If (a) With respect to all Agreed Title Defects, a Purchase Price adjustment shall be made under Section 3.3 by reducing the Seller or Purchase Price by the Servicer -------------------------- adjusts downward the amount aggregate of any Principal Receivable sold all Title Defect Amounts attributable to the Purchaser such Agreed Title Defects (as finally determined pursuant to this Agreement because Article 8) but only if and to the extent that (x) the sum of a rebate, refund, unauthorized charge or billing error (i) all Title Defect Amounts attributable to such Agreed Title Defects and (ii) all Environmental Defect Amounts for which Buyer is entitled to an Obligoradjustment to the Purchase Price pursuant to Article 9 exceeds (y) the Defect Deductible, or because and then only to the extent of such Receivable was created excess, it being understood and agreed that the Title Defect Amounts of all Agreed Title Defects shall be applied first to the Defect Deductible until (A) the Title Defect Amounts of all Agreed Title Defects and all Environmental Defect Amounts for which Buyer is entitled to an adjustment to the Purchase Price pursuant to Article 9, in each case, that have been applied to the Defect Deductible, equals (B) the Defect Deductible. With respect to all Agreed Title Benefits, a Purchase Price adjustment shall be made under Section 3.2 only by offsetting any decreases to the Purchase Price resulting from Agreed Title Defects by the aggregate of the Title Benefit Amounts attributable to such Agreed Title Benefits (as finally determined pursuant to this Article 8). Notwithstanding anything to the contrary in this Article 8, the aggregate adjustment to the Purchase Price made in respect of goods or services which were refusedAgreed Title Benefits, returned or if any, shall not received by an Obligor, or if exceed the Seller or the Servicer otherwise adjusts downward the amount aggregate of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, adjustment to the Purchase Price otherwise payable on made pursuant to this Article 8, with respect to Agreed Title Defects. (b) Notwithstanding Section 8.5(a), if, following the following time at which all Purchase Price Payment Date shall be reduced by adjustments have been finally effected in accordance with the product terms of Article 3, (i) the Adjustment Factor for Defect Referee determines (or the Parties otherwise agree) that any Agreed Title Defect or Agreed Title Benefit exists and/or that a particular Title Defect Amount or Title Benefit Amount is attributable to a particular Agreed Title Defect or Agreed Title Benefit, and (ii) based on such determination or agreement, a Purchase Price Payment Date adjustment would have been effected in connection therewith as and to the extent provided pursuant to Section 8.5(a), then (x) if the Purchase Price would have been increased as a result thereof, Buyer shall pay to Seller the amount of such adjustment. Similarlyincrease, (y) if the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having would have been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, decreased as a result of any adjustment or discovery described abovethereof, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to Buyer the amount by which of such Purchase Price Adjustment exceeds reduction, and (z) any such Purchase Price payment shall be made within ten (calculated before giving effect 10) days after the Defect Referee provides notice of such determination or the Parties come to such Purchase Price Adjustment)an agreement.

Purchase Price Adjustments. If (a) Upon determination of the Seller or Final Closing Financial Statements, the Servicer -------------------------- adjusts downward following adjustments shall be made: (i) In the amount of any Principal Receivable sold to event that the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if Book Value as reflected on the Seller or Final Closing Financial Statements shall be less than the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such caseMinimum Book Value, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced decreased dollar for dollar by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the excess of the Minimum Book Value over the Book Value reflected on the Final Closing Financial Statements. (ii) In the event that the income of the Company from the date of the last audited balance sheet to the date of the Closing (the "Stub Period Income") as reflected on the Final Closing Financial Statements is in excess of the amount of Permitted Dividends referred to in Section 11.6 hereof, the Sellers shall be entitled to such excess amount as a credit. In the event that the amount of Permitted Dividends is in excess of the Stub Period Income, such excess shall be a debit to the Sellers. (iii) If the aggregation of the adjustments due pursuant to subparagraphs (i) and (ii) above creates a debit to the Sellers in excess of the Holdback Amount, the Sellers shall deliver such excess amount by wire transfer to Purchaser. If such debit is less than the Holdback Amount, the debit shall be deducted from the Holdback Amount and the balance of the Holdback Amount shall be released to the Sellers. If the aggregation of adjustments due pursuant to subparagraphs (i) and (ii) above results in a credit to the Sellers, the Purchaser shall release the Holdback Amount and Purchaser shall deliver such credit by wire transfer to Sellers. (b) The Shareholders, Gestion Xxxxxx Xxxxxx Inc. and Gestion Xxxxxxxxx Xxxxxx Inc. (or their registered assigns pursuant to Section 3.5(h)) and the "Shareholders" of Airborne, as such term is defined in the Airborne Purchase Agreement, Gestion Xxxxxx Xxxxxx Inc. and Gestion Xxxxxxxxx Xxxxxx Inc. (or their registered assigns pursuant to Section 3.5(h) of the Airborne Purchase Agreement) (collectively, the "Participants") shall be entitled to receive up to an additional eight million Canadian Dollars (C$8,000,000) in the aggregate (the "First Contingent Amount") from Purchaser during the three-year period beginning April 1,2000 and ending March 31, 2003 (the "Contingent Period", with each year of the Contingent Period being referred to herein as a "Contingent Year"), as follows: (i) To the extent that the Companies generate cumulative EBITDA of at least nine million Canadian Dollars (C$9,000,000) in any of the three Contingent Years, the First Contingent Amount shall be payable on a yearly basis according to the following schedule: First Contingent Year 40% C$3,200,000 Second Contingent Year 30% 2,400,000 Third Contingent Year 30% 2,400,000 (ii) To the extent that the Companies do not generate cumulative EBITDA of at least nine million Canadian Dollars (C$9,000,000) in any one of the three Contingent Years, then that portion of the First Contingent Amount which has not been paid according to the schedule set forth above shall be paid to the Participants at the end of the Contingent Period, provided that the Companies have generated cumulative EBITDA in excess of twenty-seven million Canadian Dollars (C$27,000,000) in the aggregate for the Contingent Period. (iii) In the event that the Companies do not generate cumulative EBITDA in excess of C$27,000,000 in the aggregate for the Contingent Period, any amount paid to the Participants pursuant to (b)(i) above shall not be required to be refunded to Purchaser. (c) In addition to the amounts payable pursuant to Section 3.5(b), in the event that the Companies generate cumulative EBITDA in excess of thirty-one million five hundred thousand Canadian Dollars (C$3l,500,000) in the aggregate for the Contingent Period, Purchaser shall pay the Participants an aggregate amount equal to 20% of the amount by which such Purchase Price Adjustment cumulative EBITDA for the Contingent Period exceeds such Purchase Price C$31,500,000 (calculated before giving effect to such Purchase Price Adjustmentthe "Second Contingent Amount" and, together with the First Contingent Amount, the "Contingent Consideration").

Purchase Price Adjustments. (i) If the Seller or Adjusted EBITDA, for the Servicer -------------------------- adjusts downward twelve month period ended June 30, 2007, as of the amount close of any Principal Receivable sold business on the Closing Date, is less than One Hundred Twenty Five Thousand and 00/100 Dollars ($125,000) (the “EBITDA Closing Deviation”), there shall be an adjustment to the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable made by subtracting $6.00 for each $1.00 of EBITDA Closing Deviation. (ii) If FCES’ Net Current Assets, as disclosed on the following Purchase Price Payment Date unaudited October 31, 2007 balance sheet, which shall be reduced by for the product of one month period subsequent to an audited balance sheet covering the Adjustment Factor for such Purchase Price Payment Date period ended September 30, 2007, to be received pursuant to Section 4(c)(i), are more or less than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) (the amount of such adjustment. Similarly“Net Current Asset Deviation”), there shall be an adjustment to the Purchase Price otherwise payable on any which shall be made by adding or subtracting (as appropriate) one dollar for every dollar of Net Current Asset Deviation. (iii) A Purchase Price Payment Date credit for a positive Net Current Asset Deviation, if any, shall be reduced evidenced by two equal promissory notes (the product “NCA Notes”) made by Somerset, one in favor of each of the Adjustment Factor for such Sellers. Each NCA Note shall be payable in full, without interest, on or before the one hundred eightieth (180th) day following the Closing Date. The form of the NCA Note is attached hereto and made a part hereof as Exhibit B. Each NCA Note shall be secured by a pledge by Somerset at the Closing, of ten (10%) percent of the common stock of FCES. A Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through adjustment for a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, negative Net Current Asset Deviation shall be treated as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) corresponding reduction in then outstanding principal balances of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. Convertible Notes. (New York City timeiv) on the second Business Day following the date of such Any Purchase Price adjustment or discovery and such amount for a negative EBITDA Closing Deviation shall be paid by treated as a corresponding reduction in the Purchaser to then outstanding principal balance of the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment)Convertible Notes.

Purchase Price Adjustments. If (a) Upon final determination of the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold Company Purchase Price Adjustment pursuant to the Purchaser pursuant to this Agreement because of a rebateprocedures set forth herein and in Section 1.07, refund(i) in the event that the Company Reference Working Capital exceeds the Final Company Working Capital, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, then the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the adjusted downward in an amount equal to 60% of such adjustment. Similarlyexcess, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product and Seller shall, within five (5) business days of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. Ifdetermination, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, Buyer by wire transfer in immediately available fundsfunds to an account designated by Buyer in writing; or (ii) in the event that the Final Company Working Capital exceeds the Company Reference Working Capital, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If then the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to shall be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date adjusted upward in an amount equal to 60% of such excess, and Buyer shall, within five (5) business days of such determination, pay such amount to Seller by wire transfer in immediately available funds to an account designated by Seller in writing. Any such adjustment shall be referred to as the amount by which such “Company Purchase Price Adjustment.” (b) Upon final determination of the Comfort Products Purchase Price Adjustment pursuant to the procedures set forth herein and in Section 1.07, (i) in the event that the Comfort Products Reference Working Capital exceeds such the Final Comfort Products Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to 40% of such excess, and Buyer shall, within five (calculated before giving effect 5) business days of such determination, pay such amount to Seller by wire transfer in immediately available funds to an account designated by Seller in writing; or (ii) in the event that the Final Comfort Products Working Capital exceeds the Comfort Products Reference Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to 40% of such excess, and Seller shall, within five (5) business days of such determination, pay such amount to Buyer by wire transfer in immediately available funds to an account designated by Buyer in writing. Any such adjustment shall be referred to as the “Comfort Products Purchase Price Adjustment).” (c) Any disputes with respect to the calculation of the Purchase Price Adjustments shall be resolved in accordance with the procedures contemplated by Section 1.07.

Purchase Price Adjustments. If (a) No later than five (5) Business Days prior to the Seller Closing Date, Company shall deliver to Purchasers a statement (the “Preliminary Closing Statement”) setting forth in reasonable detail a good faith calculation of (i) the Company Estimated Net Working Capital Adjusted Amount, (ii) the Colombia Estimated Net Working Capital Adjusted Amount, (iii) the China Estimated Net Working Capital Adjusted Amount and (iv) the Bangladesh Estimated Net Working Capital Adjusted Amount (the aggregate amount of (i), (ii), (iii), and (iv), positive or negative, the Servicer -------------------------- adjusts downward “Estimated Net Working Capital”). The First Closing Cash Payment shall be increased, dollar-for-dollar, by the amount by which the Estimated Net Working Capital is a positive number and shall be decreased, dollar-for-dollar, by the amount by which the Estimated Net Working Capital is a negative number (the amount by which the First Closing Cash Payment is adjusted, positive or negative, the “Estimated Net Working Capital Adjustment Amount”). (b) As promptly as practicable, but in no event later than sixty (60) days following the Closing Date, Purchasers shall cause to be prepared and delivered to Sellers a statement (the “Final Closing Statement”) which sets forth in reasonable detail a calculation of any Principal Receivable sold (i) the Company Closing Net Working Capital Adjusted Amount, (ii) the Colombia Closing Net Working Capital Adjusted Amount, (iii) the China Closing Net Working Capital Adjusted Amount and (iv) the Bangladesh Closing Net Working Capital Adjusted Amount (the aggregate amount of (i), (ii), (iii), and (iv), positive or negative, the “Closing Net Working Capital”). Purchasers shall provide Sellers the work papers used in the preparation of the Final Closing Statement. Except as set forth below, the Final Closing Statement shall be deemed to be and shall be final, binding and conclusive on the Purchaser pursuant to this Agreement because parties upon the earlier of (the “Final Resolution Date”): (i) Sellers’ delivery of a rebate, refund, unauthorized charge or billing error written notice to an Obligor, or because such Receivable was created in respect Purchasers of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product their approval of the Adjustment Factor for such Purchase Price Payment Date and Final Closing Statement; (ii) the amount failure of Sellers to notify Purchasers in writing of a dispute with the Final Closing Statement within thirty (30) days of the delivery of such adjustment. Similarlydocuments to Sellers; (iii) the resolution of all disputes, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a1.10(c), by Purchasers and Sellers; and (iv) the resolution of all disputes, pursuant to Section 1.10(c), by the Independent Accounting Firm. (c) Sellers may dispute any amounts reflected on the Final Closing Statement by delivery of a written notice to Purchasers (the “Final Closing Statement Dispute Notice”). If Sellers deliver a Final Closing Statement Dispute Notice to Purchasers, Purchasers and Sellers shall attempt to reconcile the parties’ differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchasers and Sellers are unable to reach a resolution within thirty (30) days after the delivery of the Restated AgreementFinal Closing Statement Dispute Notice, Purchasers and Sellers shall submit their respective determinations and calculations and the Seller shall pay such amount items remaining in dispute for resolution to the PurchaserIndependent Accounting Firm. The parties shall cause the Independent Accounting Firm to submit a report to Purchasers and Sellers with a determination regarding the remaining disputed items, in immediately available fundswithin thirty (30) days after submission of the matter, not later than 2:00 P.M. (New York City time) on the second Business Day following the date and such report shall be final, binding and conclusive. Any party may seek enforcement of such adjustment or discovery report pursuant to Section 11.12(b). The fees, costs and such amount expenses of the Independent Accounting Firm shall be paid by Purchasers and Sellers in the Purchaser same proportion that the aggregate amount of such remaining disputed items so submitted to the Seller on Independent Accounting Firm that is unsuccessfully disputed by each such party as finally determined by the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay Independent Accounting Firm bears to the Purchaser on total amount of such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment)remaining disputed items.

Purchase Price Adjustments. If (a) As soon as reasonably practicable, but in no event more than nineteen (19) Business Days after the date of this Agreement, Buyer shall notify Seller or of the Servicer -------------------------- adjusts downward list of Business Employees to whom it has not extended Comparable Offers and the list of Business Employees to whom it has extended Comparable Offers and the terms of such Comparable Offers with respect to cash compensation, title and location of employment and confirmation that the Comparable Offer was made pursuant to an employment letter as described in Section 5.15(a). As soon as reasonably practicable, but in no event more than ten (10) Business Days after receipt of the foregoing notice from Buyer, Seller shall notify Buyer if it believes additional Business Employees should be included on the foregoing lists based on Seller’s analysis of whether Buyer has made Comparable Offers to such Business Employees. Not less than two (2) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer Seller’s calculation of the Aggregate Severance Amount (the “Closing Aggregate Severance Amount”). The Purchase Price shall be increased dollar for dollar by the amount of any Principal Receivable sold the Closing Aggregate Severance Amount. The adjustment to the Purchaser pursuant to this Agreement because of a rebate, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable on in this Section 2.07(a) is subject to further adjustment in accordance with Sections 2.07(c) and 2.07(d) below. (b) Not less than three (3) Business Days prior to the following Closing Date, Seller shall prepare and deliver to Buyer an estimated calculation of the Closing Working Capital (the “Estimated Closing Working Capital”), with reasonable supporting detail as to such calculation. If the Working Capital Target exceeds the Estimated Closing Working Capital by more than the Collar Amount, then the Purchase Price Payment Date shall be reduced dollar for dollar by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such (i) the Working Capital Target exceeds (ii) the Estimated Closing Working Capital plus the Collar Amount. If the Estimated Closing Working Capital exceeds the Working Capital Target by more than the Collar Amount, then the Purchase Price Adjustment shall be increased dollar for dollar by the amount by which (i) the Estimated Closing Working Capital minus the Collar Amount exceeds such (ii) the Working Capital Target. The adjustments to the Purchase Price in this Section 2.07(b) are subject to further adjustment in accordance with Sections 2.07(c) and 2.07(d) below. (calculated before giving effect c) Buyer shall have thirty (30) days following the Closing Date (the “Examination Period”) to examine the Estimated Closing Working Capital and the Closing Aggregate Severance Amount calculations. If, at any time during the Examination Period, Buyer disputes (i) whether the Estimated Closing Working Capital accurately reflects the Closing Working Capital or (ii) the Closing Aggregate Severance Amount calculation, then Buyer may deliver to Seller a notice of dispute setting forth in reasonable detail the amount which Buyer believes to be the correct Closing Working Capital and/or the Aggregate Severance Amount and the items in the supporting documentation which form the basis for such Purchase Price Adjustmentdispute (a “Payment Dispute Notice”). Upon the expiration of the Examination Period, if no Payment Dispute Notice has been provided by Buyer during the Examination Period, or if all provided Payment Dispute Notice(s) have been withdrawn by Buyer, then the calculation of the Closing Aggregate Severance Amount pursuant to Section 2.07(a) above and the calculation of the Estimated Closing Working Capital provided pursuant to Section 2.07(b) above shall be deemed accepted by Buyer. However, if upon the expiration of the Examination Period, one or more Payment Dispute Notice(s) has or have been delivered and not withdrawn, then, for a period of twenty (20) Business Days following the end of the Examination Period (the “Negotiation Period”), Buyer and Seller shall negotiate in good faith to attempt to agree on the calculation of the Aggregate Severance Amount and/or Closing Working Capital, as applicable. (d) To the extent a Payment Dispute Notice has been delivered and not withdrawn and no agreement pursuant to Section 2.07(c) is reached during the Negotiation Period, then either Buyer or Seller may, within ten (10) Business Days after the end of the Negotiation Period, as applicable, (i) refer any dispute as to the Aggregate Severance Amount to a single arbitrator selected by JAMS in accordance with Section 9.10 of this Agreement and/or (ii) engage the Independent Expert to consider the matters remaining in dispute with respect to the calculation of Closing Working Capital. Such arbitrator and/or Independent Expert shall be directed to deliver

Purchase Price Adjustments. If on the Seller or the Servicer -------------------------- adjusts downward the amount of any Principal Receivable sold to the Purchaser pursuant to this Agreement because of a rebateClosing Date, refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or Seller's Total Assets do not received exceed Seller's Current Liabilities by an Obligor, or if the Seller or the Servicer otherwise adjusts downward the amount of any such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case$445,213 ("Target Net Worth"), the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by decreased or increased in an amount equal to the product of difference between the Adjustment Factor for such Purchase Price Payment Date Target Net Worth and the amount actual difference between Total Assets and Current Liabilities. Total Assets shall be defined as: (i) accounts receivable, (ii) work not billed, (iii) prepaid expenses and(iv) fixed assets, equipment and machinery, and computer hardware set forth in Schedule 1.1(a) (valued at $6,000 for the purposes of such adjustmentthis section). Similarly, Current Liabilities shall be defined as those liabilities listed on Schedule 1.3(c). Total Assets and Current Liabilities shall be determined in accordance with GAAP consistently applied. An example of the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by calculation (using December 31, 2003 balances) is attached as Schedule 1.6. Within forty-five (45) days after the product of the Adjustment Factor for such Purchase Price Payment Date Closing, Purchaser and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount attempt to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) reconcile and agree upon Total Assets and Current Liabilities that existed on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price Payment Closing Date. If upon reconciliation the Purchase Price Adjustment for any Purchase Price Payment Date would cause Target Net Worth has not been attained, Seller and Purchaser shall jointly notify the Purchase Price for such Purchase Price Payment Date Escrow Agent to be a negative number, the Seller shall pay promptly (within fifteen (15) days) refund to the Purchaser on such Purchase Price Payment Date in cash an amount equal to the amount of the deficiency. In addition, Seller shall promptly refund to Purchaser the amount of any deficiency that exceeds the Escrowed Amount. If upon reconciliation, the Target Net Worth has been exceeded, Purchaser shall promptly (within fifteen (15) days) deposit into escrowan amount equal to the amount of the excess. If Purchaser and Seller are unable to agree on a final calculation of the difference between Total Assets and Current Liabilities on or before the deadline specified in the preceding paragraph, then the Arbitrating Accounting Firm shall make a final determination thereof. In such case, each of Purchaser and Seller shall inform the Arbitrating Accounting Firm of their respective calculations of the amounts at issue, and each shall be granted the opportunity to provide to the Arbitrating Accounting Firm verbal and written explanations of their respective calculations. The Arbitrating Accounting Firm shall be instructed to complete its calculations within thirty (30) days of its engagement. The determination of the Arbitrating Accounting Firm shall be final and binding upon the parties. The fees of the Arbitrating Accounting Firm shall be paid by which the non-prevailing party in any such dispute, as determined by the Arbitrating Accounting Firm. Any deposit required by the Arbitrating Accounting Firm shall be paid initially by Purchaser, but if Purchaser prevails in such dispute, Seller shall reimburse Purchaser for the deposit. The date for payment of any amounts payable under the preceding paragraph shall be extended if application of the foregoing dispute resolution mechanism extends beyond such date, to the date that is fifteen (15) days following the date of final resolution of such dispute. As of the Closing Date, the Accounts Receivable and Work Not Billed acquired by Purchaser are assumed to be one hundred percent (100%) billable and collectible. Upon acquisition of the Accounts Receivable and Work Not Billed, Purchaser shall for a period of one hundred twenty (120) days after the Closing Date ("Collection Period") make reasonable efforts, in the ordinary course of business, to bill and collect the Accounts Receivable and Work Not Billed. Promptxx xfter completion of the Collection Period, Purchaser shall reassign to Seller or its designee any Accounts Receivable or Work Not Billed (including all relevant records) that it has been unable to collect during the Collection Period. The amount of Accounts Receivable and Work Not Billed reassigned to Seller shall decrease the Purchase Price Adjustment on a dollar-for-dollar basis and Seller and Purchaser shall jointly notify the Escrow Agent to promptly (within fifteen (15) days) pay such decreased amount to Purchaser. In addition, Seller shall promptly pay to Purchaser any decreased amount that exceeds such Purchase Price the Escrowed Amount. If upon completion of the adjustments and the payments described above, there is still a portion of the Escrowed Amount remaining, Seller and Purchaser shall jointly notify the Escrow Agent to promptly (calculated before giving effect within fifteen (15) days) pay the balance of the Escrowed Amount to such Purchase Price Adjustment)Seller.