Common use of Purchase Price Adjustments Clause in Contracts

Purchase Price Adjustments. The Purchase Price shall be increased or decreased as provided in SCHEDULE 2.1(A)(III) (the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (7) days prior to the Closing Date, Seller shall deliver to Parent Seller's calculation of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder.

Purchase Price Adjustments. (a) The Initial Purchase Price shall be increased or decreased on a dollar for dollar basis as provided in SCHEDULE 2.1(A)(IIIfollows: (i) to the extent that the Working Capital as of the Closing Date is greater than zero (the "ADJUSTMENT SCHEDULE"“Working Capital Adjustment”); and (ii) both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" all capital expenditures by the Company during the period from January 1, 2007 through the Closing Date (as such terms are defined and described thereinthe “Capex Adjustment”). . (b) No later less than seven two (72) days Business Days prior to the Closing Date, Seller shall deliver to Parent Seller's Buyer in writing its good faith estimate of the Adjustments (the “Initial Adjustments”), together with its calculation of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with Adjustments in reasonable detail supporting Seller's calculations. If Parent does not (the “Closing Estimate”). (c) On or before the date that is ninety (90) days after the Closing Date, Buyer shall prepare and deliver a written notice to Seller prior to (i) a closing balance sheet of the Company (the “Closing Date Balance Sheet”) reflecting the Working Capital as of the Closing that it disputes Date (the “Closing Date Working Capital”) and (ii) a statement (a “Closing Statement”) setting forth (w) a calculation and/or methodology contained of the Working Capital Adjustment, (x) the Capex Adjustment, (y) any other Adjustments and (z) the Final Purchase Price, each of which are to be prepared in Seller's Adjustment Notice, then accordance with the Company’s past accounting practices. Seller shall reasonably cooperate with Buyer in the preparation of the Closing Statement and provide to Buyer such data and information as Buyer may reasonably request supporting the amounts of reflected in the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, Statement. (d) The Closing Statement shall be become final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, the Parties on the date (the “Final Settlement Date”) that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule is thirty (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (1530) days following the Closing. If Parent and delivery thereof by Buyer unless Seller reach agreement during gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such 15-day period on the amount of the Pre-date, in which case such Closing Adjustments and/or Year-End Bonus AdjustmentStatement (as revised in accordance with clause (e) below, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, if applicable) shall be become final and binding on the earlier of (i) the date upon Purchaser which Seller and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase Buyer agree in writing with respect to all matters specified in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Dispute Notice and delivered to (ii) the Escrow Agent in connection with date upon which the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Final Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed Statement is issued by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to Dispute Notice shall specify in reasonable detail the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate item, dollar amount, and basis of 10% per annum from the date required to be paid hereunderany disagreement asserted.

Purchase Price Adjustments. The Purchase Price (a) As soon as practicable, but in no event later than thirty (30) days following the Closing, the Sellers shall be increased or decreased deliver (at their expense) to the Surviving Corporation balance sheets for each of the Company and Design Studio dated as provided in SCHEDULE 2.1(A)(III) of the Closing Date prepared by Seller's accounting firm reasonably satisfactory to Purchaser (the "ADJUSTMENT SCHEDULEClosing Date Balance Sheets") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later The Closing Date Balance Sheets shall accurately reflect the assets, liabilities and stockholders equity of the Company and Design Studio as of the Closing Date and shall be prepared by Seller's accountants in accordance with past practice and in conformity with generally accepted accounting principals, except that (i) accounts receivable as reflected on the Closing Date Balance Sheet shall not include any receivables which were acquired more than seven (7) 150 days prior to the Closing Date, Seller ; and (ii) inventory as reflected on the Closing Date Balance Sheet shall deliver not include any inventory which was purchased more than 180 days prior to Parent Seller's calculation Closing Date. The Closing Date Balance Sheets shall be reasonably acceptable to the Purchaser and its independent auditors. In the event of any dispute between the adjustment required under Sellers and the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together Purchaser with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior respect to the Closing that it disputes Date Balance Sheet, the calculation and/or methodology contained in Seller's Adjustment Noticeparties shall hire a third party independent auditor, then whose fees and expenses shall be borne equally by the amounts of the Pre-Closing Adjustments Sellers and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that Purchaser. If the amount of the Year-End Bonus Adjustment shall be contingent upon combined net assets of the applicable employees remaining employed with Purchaser through December 31, 2004 Company and shall be subject to additional adjustment based Design Studio (total assets minus total liabilites) as reflected on final 2004 revenues, all as provided in the Adjustment Schedule Closing Date Balance Sheets (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONSNet Asset Amount"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice) is less than $515,000, then the Closing Initial Payment Amount shall otherwise occur be reduced by an amount (subject the "Initial Adjustment Amount") equal to $515,000 minus the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of Net Asset Amount. Purchaser may set-off the Initial Purchase Price Adjustment Amount against the Subsequent Payment Amount due to be delivered by Parent hereunder shall be Seventy-Six Million Dollars Sellers and/or the amounts due to Sellers under the Employment Agreements. ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute b) In addition, within fifteen one hundred five (15105) days following the Closing, the Purchaser shall determine the total amount collected by the Purchaser from the accounts receivable of the Company as of the Closing Date. If Parent and Seller reach agreement during such 15-day period on The Purchase Price shall be adjusted by (i) increasing the Subsequent Payment Amount by the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally accounts receivables actually collected by the parties Purchaser during the ninety (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-90) day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes which were as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined Closing 150 or more days past due and (ii) decreasing the Subsequent Payment Amount by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount accounts receivable which were as of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business less than 150 days of such final determination past due and were uncollected by the Accountant, deliver to Purchaser during the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase ninety (as determined by the Accountant90) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with day period following the Closing. Pursuant to and The amounts calculated in accordance with the terms of (i) and (ii) contained in the Escrow Agreementpreceding sentence, Parent shall be netted against each and Seller should the result be greater than $10,000, the Subsequent Payment Amount shall jointly direct be decreased the Escrow Agent in writing to distribute amount by which (ii) exceeds (i), or the funds comprising Subsequent Payment Amount shall be increased the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2i) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunderexceeds (ii).

Purchase Price Adjustments. 7.1 At least seven Business Days prior to the anticipated Closing Date, the Sellers shall deliver to the Buyer a statement setting forth the Sellers’ good-faith estimates of, and reasonable supporting detail in respect of the underlying assumptions and calculations for, each of the following: (a) the Closing Date Cash (such amount, as may be updated pursuant to Section 7.2, the Estimated Cash), the Closing Date Debt (such amount, as may be updated pursuant to Section 7.2, the Estimated Debt), the Closing Date Net Working Capital (such amount, as may be updated pursuant to Section 7.2, the Estimated Net Working Capital), and the Closing Date Transaction Expenses (such amount, as may be updated pursuant to Section 7.2, the Estimated Transaction Expenses), and (b) the Estimated Aggregate Price (all of the foregoing, as may be updated pursuant to Section 7.2, collectively, the Estimated Closing Statement). The Estimated Closing Statement and the determinations contained therein shall be prepared by the Sellers in accordance with this Agreement; and the Estimated Aggregate Price set out therein (as may be updated pursuant to Section 7.2) shall be used to calculate the Provisional Purchase Price Amount to be paid by the Buyer at Closing. 7.2 Following delivery of such Estimated Closing Statement, the Buyer and the Sellers shall negotiate in good faith to resolve any items disputed by the Buyer in such Estimated Closing Statement prior to the Closing, and the Estimated Closing Statement shall be increased or decreased as provided in SCHEDULE 2.1(A)(III) (the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as updated accordingly to reflect any such terms are defined and described therein). No later than seven (7) days resolution prior to the Closing, except that, to the extent that the Sellers and the Buyer cannot agree by the Closing Date, Seller then with respect to each item that remains in dispute, the amount of such item set forth in the Estimated Closing Statement sent by the Sellers’ Representative pursuant to Section 7.1 will be used for the purpose of calculating the Provisional Purchase Price Amount to be paid by the Buyer at the Closing, subject to the following Sections of this Article 7. 7.3 As soon as reasonably practicable after the Closing Date, but in no event later than 120 days after the Closing Date, the Buyer shall prepare, or cause the Company to prepare, the Closing Date Balance Sheet and deliver it to Parent Seller's the Sellers, including a statement setting forth the Buyer’s calculations of the Closing Date Cash, the Closing Date Debt, the Closing Date Net Working Capital, the Closing Date Transaction Expenses and the Aggregate Price (collectively, the Closing Adjustments). 7.4 Should the Sellers object, in whole or in part, to the Closing Date Balance Sheet or the calculation made by the Buyer of the Closing Adjustments, the Sellers shall do so by sending to the Buyer, no later than 15 days after the Sellers’ receipt of the Closing Date Balance Sheet (the Review Period), a written objection notice (the Objection Notice) setting out in reasonable detail the reasons for such objections, the disputed items (the Disputed Items) and the proposed adjustments, providing appropriate supporting evidence for each such proposed adjustment. The Closing Date Balance Sheet and the calculation of the adjustment required under Closing Adjustments prepared by the Adjustment Schedule Buyer shall be deemed to have been accepted by the Sellers and therefore to have become final and binding in all respects other than any Disputed Items set forth in an Objection Notice that is timely and properly delivered in accordance with the preceding sentence. Until expiry of the Review Period, the Buyer shall cause the Group’s management to allow the Sellers and their representatives reasonable access to any Group Company’s data which may be relevant to the Sellers’ review of the Closing Date Balance Sheet, with such access including reasonable cooperation and, without limitation: ("SELLER'S ADJUSTMENT NOTICE"i) together access to relevant books, records, other documents and employees of any Group Company during normal business hours and without disruption of such Group Company’s activities and (ii) copies of any document reasonably deemed necessary by Sellers’ representatives in connection with reasonable detail supporting Seller's calculationsthe review of the Closing Date Balance Sheet. 7.5 If no Objection Notice is sent by the Sellers within the Review Period, then the Closing Date Balance Sheet as prepared by the Buyer pursuant to Section 7.1 (including the Closing Adjustments as set forth in the statement annexed thereto) shall be final and binding on the Parties for all purposes of this Agreement. 7.6 Should the Sellers timely send an Objection Notice, the Sellers shall promptly meet the Buyer to review and discuss in good faith the Closing Date Balance Sheet, with a view to reaching an agreement on the Disputed Items. If Parent does not deliver a written notice the Sellers and the Buyer are unable to Seller prior to agree on the Closing that it disputes Disputed Items within 5 Business Days of the calculation and/or methodology contained in Seller's Adjustment date of receipt of the Objection Notice, then any of them, within the amounts following 5 Business Days, may submit the Disputed Items that are still outstanding to the final and binding determination of the Pre-Auditor who shall act as arbitratore pursuant to Article 1349 of the Code and who shall be instructed to render its determination in writing to the Parties within 20 days of the Auditor’s appointment. The Buyer, on the one hand, and the Sellers, on the other hand, shall promptly provide the Auditor with their calculations of each Disputed Item that is still outstanding, setting out in reasonable detail the rationale and supporting detail for the proposed calculations. The determination of the Auditor shall be limited to the Disputed Items that are still outstanding after the meeting of the Buyer and the Sellers contemplated by this Section 7.6 and shall include the determination of each Closing Adjustment that contains a Disputed Item, in each case, in accordance with this Agreement. The amount of each Disputed Item as finally determined by the Auditor pursuant hereto shall be (i) no more than the higher of the two amounts submitted to the Auditor by the Buyer and the Sellers with respect to such Disputed Item and (ii) no less than the lower of the two amounts submitted to the Auditor by the Buyer and the Sellers with respect to such Disputed Item. The Buyer shall grant the Auditor access to all relevant books, records or other documents of the Group Companies as reasonably required or necessary, as well as to the Group’s personnel and consultants as reasonably required or necessary in connection with the Auditor’s review and shall make themselves available to discuss the Disputed Items. 7.7 The Parties agree that the determinations of the Auditor in respect of the Disputed Items, the Closing Date Balance Sheet, and the Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser them for the purposes of this Agreement in accordance with Articles 1349 and Seller; PROVIDED, HOWEVER, that the amount 1473 of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 Code and shall not be subject to additional adjustment based on final 2004 revenues, all as provided appeal except in the Adjustment Schedule case of manifest error (collectivelyerrore manifesto). 7.8 All fees and disbursements of the Auditor due in connection with the preparation and delivery of the documentation contemplated in Section 7.6 shall be allocated by the Auditor between the Buyer, on the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent one hand, and the Sellers, on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the calculation amount actually contested by such Party. For example, if the Sellers claim in their Objection Notice that the Aggregate Price should be €1,000 greater than the amount determined by the Buyer in the Closing Date Balance Sheet, and the Buyer contests only €500 of the amount thereofclaimed by the Sellers, and if the Auditor ultimately resolves the dispute by awarding the Sellers €300 of the €500 contested, then the costs and expenses of arbitration shall be allocated 60% (i.e., 300 ÷ 500) to the Buyer and 40% (i.e., 200 ÷ 500) to the Sellers. (a) If the Aggregate Price as finally determined pursuant to this Article 7 is less than the Estimated Aggregate Price (as may have been updated pursuant to Section 7.2), then the amount equal to such deficit shall be deemed the Aggregate Price Downward Adjustment and, in such a case, (i) the Buyer shall be entitled to retain the full amount of such Aggregate Price Downward Adjustment from the Purchase Price Holdback Amount, (ii) to the extent the Purchase Price Holdback Amount is less than the Aggregate Price Downward Adjustment (such amount, the Aggregate Price Deficit), at the ClosingBuyer’s option in its sole discretion, Seller the Buyer or its designee shall deliver be entitled to immediate payment by the Issuing Bank of such amount under the Letter of Credit and (iii) to the Escrow Agent, extent that the remaining amount under the terms Letter of Credit is less than the Aggregate Price Deficit or if the Buyer elects not to demand full payment of the Escrow AgreementAggregate Price Deficit under the Letter of Credit, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur Sellers (subject each according to the satisfaction of the conditions thereto Aggregate Price Allocation and the required deliveries of the parties pursuant to the terms of this Agreementtherefore severally and not jointly) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in such Aggregate Price Deficit (to the Initial Purchase Price extent not delivered to the Buyer by the Issuing Bank pursuant to the Pre-Closing Letter of Credit under clause (ii) of this Section 7.9(a)) to the Buyer, by wire transfer in immediately available funds on or before the 5th Business Day following the date of determination of the Aggregate Price Downward Adjustment pursuant to Sellerthis Article 7, or Seller shallto the bank account to be designated by the Buyer at least 3 Business Days prior to the date on which the payment is due. (b) If the Aggregate Price as finally determined pursuant to this Article 7 exceeds the Estimated Aggregate Price (as may have been updated pursuant to Section 7.2), within two (2) business days of then the amount equal to such agreementexcess shall be deemed the Aggregate Price Upward Adjustment and, in such a case, the Buyer shall pay the amount of any decrease in the Initial Purchase such Aggregate Price pursuant Upward Adjustment to the Pre-Closing Adjustment to ParentSellers, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period based on the amount of Aggregate Price Allocation, on or before the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period 5th Business Day following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention date of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Aggregate Price Upward Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Article 7, in immediately available funds by wire transfer to their respective bank accounts set out in Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder2.3.

Purchase Price Adjustments. (i) The Purchase Price shall be increased or decreased as provided the case may be, on a dollar-for-dollar basis, to reflect a positive or negative amount for Net Working Capital on the Closing Date. In addition if, but only to the extent that, the calculation of Net Working Capital does not reflect the following items the Purchase Price shall be reduced or increased, as appropriate, by the amount not reflected in SCHEDULE 2.1(A)(IIIsuch calculation: (A) the full remaining liability of Sierra to Doppelmayr USA, Inc. under that certain Sales and Installation Contract, dated May 28, 1996 (the "ADJUSTMENT SCHEDULEDoppelmayr Contract"), with respect to the installation of three detachable quad lifts at Sierra, (B) both the liability, on a discounted basis, for "PRE-CLOSING ADJUSTMENTS" certain promotional items which Buyer is obligated to honor under Section 11.17 of this Purchase Agreement, (C) an allocation reflecting the cost of new uniforms for Resort Group employees as born equally by Fibreboard and Buyer, and (D) the amount established by Sierra as a "YEAR-END BONUS ADJUSTMENT" reserve for environmental liability as of June 30, 1996, less any amounts drawn on such reserve prior to Closing. In addition, if (as for reasons of impracticality of transferring assets prior to the Closing from an Acquired Corporation to Fibreboard or a third party designated by Fibreboard) at the Closing any Acquired Corporations own any Excluded Assets, after the Closing, (I) Buyer agrees to cause, at Fibreboard's expense, such terms are defined Acquired Corporations to take all actions reasonably requested by Fibreboard to convey such Excluded Assets to Fibreboard (or its designee) without payment by Fibreboard of any consideration therefor and described therein(II) at all times prior to such conveyance, to cause the Acquired Corporations to hold any such Excluded Assets in trust for the benefit of Fibreboard (with all benefits of such Excluded Assets being conveyed by such Acquired Corporations to Fibreboard and all Liabilities relating thereto being assumed by Fibreboard). No later than seven If after the Closing the Parties agree that it is not possible, on commercially reasonable terms, to convey any such Excluded Assets from the Acquired Corporations to Fibreboard (7or its designee), the Parties shall endeavor to agree to a value to be paid by the respective Acquired Corporations to Fibreboard for such assets. In the event the Parties are unable to agree on a value for any such assets, they shall submit the matter to Arbitration. (ii) The Purchase Price shall be increased by the Seasonal Adjustment. (iii) Three (3) business days prior to the Closing Date, Seller Fibreboard shall deliver to Parent Seller's calculation Buyer (A) an estimated unaudited balance sheet of the adjustment required under Resort Group as of the Adjustment Schedule Closing Date (the "SELLER'S ADJUSTMENT NOTICEEstimated Closing Balance Sheet") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior and (B) an estimate available at such time of the adjustments to the Closing that it disputes Purchase Price required by clauses (i) and (ii) of this Section 2.3 (the calculation and/or methodology contained in Seller's Adjustment Notice"Price Adjustment"), then as determined on the amounts basis of the Pre-Estimated Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all Balance Sheet. Except as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent on SCHEDULE 2.3 with respect to the calculation of the amount thereofNet Working Capital, at the Closing, Seller shall deliver to Estimated Closing Balance Sheet and the Escrow Agent, under the terms calculations of the Escrow Agreement, funds equal to its Estimated Price Adjustment shall be prepared and computed in a manner consistent with the application of the accounting principles applied in the preparation of the Financial Statements (the "Accounting Principles"). Such estimate of the Price Adjustment is hereinafter referred to as the "Estimated Price Adjustment." The Estimated Price Adjustment shall be added to the Purchase Price set forth in Section 2.2 and the resulting amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then shall be paid by Buyer at the Closing shall otherwise occur (subject the "Closing Amount"). (iv) Fibreboard will prepare and deliver to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be SeventyBuyer, within forty-Six Million Dollars five ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (1545) days following the Closing. If Parent and Seller reach agreement during such 15-day period on Closing Date, a statement certified by the amount chief financial officer of Fibreboard (the "Closing Statement") of (A) a balance sheet of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts Resort Group as of the Pre-Closing Adjustments and/or Date (the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications"Final Closing Balance Sheet"), as (B) the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as determined on the case may bebasis of the Final Closing Balance Sheet, and (C) the difference between the Price Adjustment and the Estimated Price Adjustment (the "Final Adjustment"). The Final Closing Balance Sheet and calculation of the Price Adjustment shall be prepared and computed in a manner consistent with the application of the Accounting Principles. Buyer shall, upon request, be allowed access to the working papers of Fibreboard (or its accountants) used in preparing the Closing Statement. If the Final Adjustment is a positive number, then Parent Buyer will pay the difference to Fibreboard, and Seller if the Final Adjustment is a negative number then Fibreboard will pay the difference to Buyer, with payment due prior to the expiration of thirty (30) days following Fibreboard's delivery to Buyer of the Closing Statement. Notwithstanding the foregoing, Buyer may object to the Closing Statement by notifying Fibreboard within such 30-day period, which notice must contain a statement of the basis of Buyer's objection(s). Buyer's failure to so object shall submit be deemed Buyer's acceptance of the matter Closing Statement. If Buyer gives such notice of objection, then the issues in dispute will be submitted for resolution to a mutually acceptable nationally recognized independent accountantArbitration, paid for equally and any required payment will be made prior to the tenth business day following resolution of issues in dispute by Arbitration. (v) Any payment of the parties Final Adjustment will be made together with simple interest thereon at six and one-half percent (6 1/2%) PER ANNUM (beginning on the "ACCOUNTANT"Closing Date and ending on the date of payment). If Parent Payment must be made in immediately available funds and Seller are unable shall result in appropriate adjustments to agree on the procedures Purchase Price allocation schedule provided for in Section 11.15 below and to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes attached hereto as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder.EXHIBIT A.

Purchase Price Adjustments. The Purchase Price (1) As promptly as practicable, but no later than 90 days after the Closing Date, the Purchaser shall be increased or decreased prepare and deliver to the Seller (i) a statement of Adjusted Assets (including the related notes and schedules thereto) as provided of the effective time of the Closing, which shall set forth the Purchaser's determination of the Closing Adjusted Assets and shall set forth in SCHEDULE 2.1(A)(IIIdetail the amounts underlying such calculation in the same format and detail as in Schedule 2.06(a) (the "ADJUSTMENT SCHEDULEInitial AA Statement") both for and (ii) a statement (including the related notes and schedules thereto) which shall set forth the Purchaser's determination of the Prior Month-End Gross Sales and shall set forth in detail the amounts underlying such calculation (the "PRE-CLOSING ADJUSTMENTS" and a Initial Gross Sales Statement"YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven The Purchaser shall certify to the Seller at the time of delivery of the Initial AA Statement and the Initial Gross Sales Statement that (7x) days prior the Initial AA Statement (including the computation of Closing Adjusted Assets set forth therein) was prepared using the same accounting policies, principles, methodologies and estimates used in preparing the 1998 Pro Forma Financial Statements and the Statement of Adjusted Assets as of December 31, 1998 as set forth in Schedule 2.06(a) and using the Specified Accounting Policies and (y) the Initial Gross Sales Statement was prepared using the same accounting policies, principles and methodologies used in preparing the Budgeted Gross Sales Amount set forth in Schedule 2.06(e) and using the Specified Accounting Policies. At all times during the 45 Business Days immediately following the Seller's receipt of the Initial AA Statement and the Initial Gross Sales Statement, the Seller and its representatives will be permitted reasonable access during normal business hours to review at the Company's offices the work papers (including work papers of the Purchaser's or the Company's accountants and other advisors) relating to the Initial AA Statement or the Initial Gross Sales Statement, as well as all of the books and records relating to the operations and finances of the Business with respect to the period up to and including the Closing Date, and the Purchaser shall make available its and the Company's employees and accountants responsible for the preparation of the Initial AA Statement or the Initial Gross Sales Statement in order to respond to the inquiries of the Seller related thereto; provided, however, that any such review shall be conducted in such a manner as not to interfere unreasonably with the operations of the Company. (2) The Seller shall deliver to Parent Sellernotify the Purchaser in writing (the "Notice of Disagreement") within 45 Business Days after receiving the Initial AA Statement and the Initial Gross Sales Statement if the Seller disagrees with the Purchaser's calculation of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to either the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the YearAdjusted Assets or Prior Month-End Bonus Adjustment Gross Sales, which Notice of Disagreement shall set forth in reasonable detail the basis for such dispute and the U.S. Dollar amounts involved and the Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its good faith estimate of the amount of the YearClosing Adjusted Assets or Prior Month-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to ParentGross Sales, as the case may be. Further, If the Seller shall, within two (2) business days does not deliver a Notice of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues Disagreement with respect to the Seller's calculation in Seller's Adjustment Notice Initial AA Statement or the Initial Gross Sales Statement to the Purchaser within such 45 Business Day period, then the Initial AA Statement or the Initial Gross Sales Statement (as promptly as practicable and applicable) shall be deemed to resolve only those issues in dispute. The determination have been accepted by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation become final and binding upon the parties and shall not be outside the Final AA Statement or the Final Gross Sales Statement (as applicable). (3) During the 30 Business Days immediately following the delivery of the range defined by the respective amounts proposed by Parent and Seller a Notice of Disagreement with respect to the Seller's calculation in Seller's Adjustment Notice. In such eventInitial AA Statement or the Initial Gross Sales Statement, the determination Seller and the Purchaser shall seek in good faith to resolve any differences that they may have with respect to any matter specified in such Notice of Disagreement. If the Accountant of Seller and the amounts of Purchaser resolve all such differences during such 30 Business Day period, then the Pre-Closing Adjustments and/or Initial AA Statement or the Year-End Bonus Adjustment Initial Gross Sales Statement (subject to the Year-End Bonus Adjustment Modificationsas applicable), as modified by the case may beSeller and the Purchaser's agreement, shall be final and binding upon Purchaser and Sellerthe Final AA Statement or the Final Gross Sales Statement (as applicable). Parent shall, within two (2) business days If at the end of such final determination by 30 Business Day period the AccountantSeller and the Purchaser have been unable to agree upon a Final AA Statement or a Final Gross Sales Statement (as applicable), pay then the amount of Seller and the increase in the Initial Purchase Price pursuant Purchaser shall submit to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease Independent Accounting Firm for review and resolution any and all matters that remain in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller dispute with respect to the Yearrelevant Notice of Disagreement. The Purchaser and the Seller shall cause the Independent Accounting Firm to use commercially practicable efforts to make a final determination (which determination shall be binding on the parties hereto) of the Closing Adjusted Assets or Prior Month-End Bonus Adjustment ModificationsGross Sales (as applicable) within 30 Business Days from such submission, but no later than February 14, 2005and such final determination shall be the Final AA Statement or Final Gross Sales Statement (as applicable). Any amounts to The cost of the Independent Accounting Firm's review and determination shall be paid by Parent the party that has determined an amount of Closing Adjusted Assets or Prior Month-End Gross Sales (as set forth in the Initial AA Statement or Initial Gross Sales Statement or in the Notice of Disagreement, as applicable), that is the greatest amount different from the Closing Adjusted Assets or Prior Month-End Gross Sales (as applicable) on the Final AA Statement or Final Gross Sales Statement (as applicable). During the 30 Business Day review by the Independent Accounting Firm, the Purchaser and the Seller will each make available to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder.Independent Accounting Firm interviews with such individuals and such information, books and

Purchase Price Adjustments. The Base Purchase Price set forth in Subsection 1.3 hereof shall be increased subject to adjustment on or decreased after the Closing Date as provided in SCHEDULE 2.1(A)(IIIfollows: (a) (the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (7) days prior to After the Closing Date, the Seller shall deliver cause its independent public accountants (the "Accountants"), to Parent Seller's calculation conduct an audit of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts books and records of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount Seller as of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 1996 (the "Audit Date"), and shall be subject the Accountants shall, on or before March 31, 1997 deliver an audited balance sheet of the Seller as of the Audit Date (the "1996 Audited Balance Sheet") and the related statement of income for the twelve-month period then ended (the "Audit Period") to additional adjustment based on final 2004 revenues, all as provided in each of the Adjustment Schedule Buyer and the Seller. The 1996 Audited Balance Sheet and the related statement of income (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS1996 Audited Statements") shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied consistently with the Seller's past practice, and shall be certified without qualification by the Accountants (except for a "going concern" qualification substantially similar to that contained in Seller's audited financial statements for Seller's 1995 fiscal year, copies of which have been provided to the Buyer (the "Going Concern Qualification"). Notwithstanding any objection ). (b) The 1996 Audited Statements delivered pursuant to paragraph (a) above shall be accompanied by Parent to a statement prepared by the Seller, setting forth the Cash Flow Adjustment (as defined in Section 1.8(g) below), if any, together with the calculation showing the basis for the determination thereof. (c) In the event that the Buyer or the Seller dispute the 1996 Audited Statements or the calculation of the amount thereofCash Flow Adjustment, at the Closing, Seller disputing party shall deliver to notify the Escrow Agent, under other parties hereto in writing (the terms "Dispute Notice") of the Escrow Agreementamount, funds equal to its estimate nature and basis of such dispute, within 10 calendar days after delivery of the amount Adjustment Statements. In the event of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers such a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Noticedispute, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder hereto shall be Seventy-Six Million Dollars ($76,000,000). The parties shall first use their reasonable best efforts to resolve such dispute within fifteen (15) days following the Closingamong themselves. If Parent the parties are unable to resolve the dispute within 10 calendar days after delivery of the Adjustment Statements, the dispute shall be submitted to the Accountants and Seller reach agreement during Price Waterhouse LLP, independent accountants for the Buyer (the "Buyer's Accountants"), for resolution. The Accountants and Buyer's Accountants shall use their best efforts to resolve the dispute within 10 days after submission. If they are unable to agree upon a resolution of the dispute within such 1510-day period on period, the amount dispute shall be submitted for arbitration in accordance with Section 15. (d) The fees and expenses of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent Accountants in connection with the Closing. If Parent preparation of 1996 Audited Balance Sheet and the resolution of disputes pursuant to paragraph (c) above shall be borne by the Seller do not reach agreement during such 15and the fees and expenses of the Buyer's Accountants in connection with the resolution of disputes pursuant to paragraph (c) above shall be borne by the Buyer. (e) Immediately upon the expiration of the 10-day period on for giving the amount Dispute Notice, if no Dispute Notice is given, or immediately upon the resolution of disputes, if any, pursuant to paragraph (c) above, the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller Base Purchase Price shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally be adjusted by the parties Cash Flow Adjustment (as so adjusted, the "ACCOUNTANTAdjusted Base Purchase Price"). If Parent and Seller are unable . (f) For purposes of this Subsection 1.8, "net operating cash flow" shall be equal to agree on the procedures to be followed by the AccountantStore net income, including procedures with regard to presentation plus film amortization, plus used tape cost of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard goods (to the intention extent included in the game or rental tape purchase amount described below), plus depreciation, less game and rental tape purchases. For purposes of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to calculating Seller's calculation in net operating cash flow pursuant to Section 1.8(g) below, there shall be excluded all of Seller's Adjustment Notice expenses directly related to Store #13 (as the Accountant may request. The Accountant shall be directed to render a written report indicated on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment ModificationsSchedule A), as and all revenues from Store #13. (g) A Cash Flow Adjustment shall occur only if the case may benet operating cash flow for the Audit Period, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the AccountantAccountants (the "Audited Cash Flow") is less than $700,000. A Cash Flow Adjustment shall be a reduction in the estimated Year-End Bonus Adjustment from Base Purchase Price by an amount determined as follows: Base Purchase Price - Base Purchase Price x Audited Cash Flow --------------------------------------- $700,000 Any such reduction shall reduce the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms cash portion of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunderPurchase Price.

Purchase Price Adjustments. The Purchase Price shall be increased or decreased as provided in SCHEDULE 2.1(A)(III(a) (the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven five (75) days prior to the Closing Date, the Seller shall deliver to Parent Seller's 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 adjustment required under Net Working Capital of the Adjustment Schedule 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 ("SELLER'S ADJUSTMENT NOTICE"the “Final Resolution Date”): (i) together with reasonable detail supporting Seller's calculations. If Parent does not deliver ’s delivery of a written notice to Seller prior to Purchaser of its approval of the Closing that it disputes Balance Sheet; (ii) the calculation and/or methodology contained failure of Seller to notify Purchaser in Seller's Adjustment Notice, then writing of a dispute with the amounts Closing Balance Sheet within thirty (30) days of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and delivery of such documents to Seller; PROVIDEDand (iii) the resolution of all disputes, HOWEVERpursuant to Section 1.5(c), that by the amount Independent Accounting Firm. (c) Seller may dispute any amounts reflected on the Closing Balance Sheet by delivery of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Purchaser (the “Closing Balance Sheet Dispute Notice”). If Seller prior delivers a Closing Balance Sheet Dispute Notice to Closing that it disputes the Seller's calculation in Seller's Adjustment NoticePurchaser, then the Closing Purchaser and Seller shall otherwise occur (subject to the satisfaction of the conditions thereto submit their respective determinations and calculations and the required deliveries of items remaining in dispute for resolution to an independent accounting firm mutually acceptable to Purchaser and Seller (the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000“Independent Accounting Firm”). The parties shall use their reasonable efforts cause the Independent Accounting Firm to resolve such dispute submit a report to Purchaser and Seller with a determination regarding the remaining disputed items, within fifteen thirty (1530) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount after submission of the Pre-Closing Adjustments and/or Year-End Bonus Adjustmentmatter, then and such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, report shall be final final, binding and binding upon conclusive on Purchaser and Seller. Parent shallThe fees, within two (2) business days costs and expenses of the Independent Accounting Firm shall be paid by Purchaser and Seller in the same proportion that the aggregate amount of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant remaining disputed items so submitted to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of Independent Accounting Firm that is unsuccessfully disputed by each such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, Party as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as finally determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered Independent Accounting Firm bears to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms total amount of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereundersuch remaining disputed items.

Purchase Price Adjustments. The (a) Post-Closing Adjustment of Cash Purchase Price shall be increased or decreased as provided in SCHEDULE 2.1(A)(III) (the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein)Price. No later than seven (7) Within 90 days prior to after the Closing Date, Seller shall Purchaser and its auditors will conduct a review (the "Closing Review") of the Book Value of Assets as of the close of business on the day before the Closing Date and will prepare and deliver to Parent Seller a computation of the Book Value of Assets as of the close of business on the day before the Closing Date (the "Draft Computation"). Purchaser and its auditors will give Seller and its auditors an opportunity to observe the Closing Review and will make available to such Persons all records and work papers used in preparing the Draft Computation. If Seller disagrees with the computation of the Book Value of Assets reflected on the Draft Computation, Seller may, within thirty (30) days after receipt of the Draft Computation, deliver a notice (an "Objection Notice") to Purchaser setting forth Seller's calculation of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all Book Value of Assets as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at close of business on the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then day before the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000)Date. The parties shall Purchaser and Seller will use their reasonable efforts to resolve such dispute any disagreements as to the computation of the Book Value of Assets, but if they do not obtain a final resolution within fifteen (15) 30 days following after Purchaser has received the Closing. If Parent Objection Notice, Purchaser and Seller reach agreement during such 15-day period on the amount will jointly retain an independent accounting firm of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, recognized national or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties regional standing (the "ACCOUNTANTFirm")) to resolve any remaining disagreements. If Parent Purchaser and Seller are unable to agree on the procedures to choice of the Firm, the Firm will be followed a "big-six" accounting firm selected by lot (after excluding one firm designated by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent Purchaser and one firm designated by Seller). Purchaser and Seller will direct the Firm to resolve disputes as quickly, efficiently render a determination within 15 days of its retention and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. ParentPurchaser, Seller and their respective representatives agents will furnish to cooperate with the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may requestFirm during its engagement. The Accountant shall Firm will consider only those items and amounts in the Draft Computation set forth in the Objection Notice which the Purchaser and Seller are unable to resolve. The Firm's determination will be directed to render a written report based on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in disputedefinition of Book Value of Assets included herein. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall Firm will be final conclusive and binding upon the Parties. Purchaser and SellerSeller shall bear the costs and expenses of the Firm based on the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. Parent shallThe amount of the Book Value of Assets, as finally determined pursuant to this Section 2.3(a), is referred to herein as the "Actual Book Value of Assets." If the Actual Book Value of Assets is less than $11,579,711 (the "Book Value of Assets Shortfall"), Purchaser shall be entitled to receive from the Holdback, within two (2) business days Business Days after the determination thereof, the amount of such final determination by shortfall; provided, however, that if the Accountant, pay amount then left in the Holdback is less than the amount of the increase in the Initial Purchase Price pursuant Book Value of Assets Shortfall, Seller shall pay to the Pre-Closing Adjustment to Seller, or Seller shallPurchaser, within two (2) business days Business Days after the determination of such agreementthe Actual Book Value of Assets, pay the amount by which the Holdback is less than the Book Value of Assets Shortfall by wire transfer or delivery of other immediately available funds. If the decrease in the Initial Purchase Price pursuant Actual Book Value of Assets exceeds $11,579,711, Purchaser shall pay to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shallSeller, within two (2) business days Business Days after the determination of such final determination excess by the Accountant, deliver to the Escrow Agent, under the terms wire transfer or delivery of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunderimmediately available funds.

Purchase Price Adjustments. The Purchase Price shall be increased or decreased (a) Included as provided in SCHEDULE 2.1(A)(III) (Exhibit A is a statement showing the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (7) days prior to the Closing Date, Seller shall deliver to Parent Seller's calculation net value of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment NoticeAccounts Receivable, then the amounts of the Pre-Closing Adjustments Prepaid Expenses and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule Inventories (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONSCURRENT ASSETS") and all trade payables (excluding intercompany payables) and accrued liabilities of the Pressure Sensitive Business, but excluding all payables and expenses of the types set forth in clauses (i) to (ix) of Article 2 (collectively, the "CURRENT LIABILITIES"). Notwithstanding any objection by Parent The Current Assets and Current Liabilities are collectively referred to as the "NET WORKING CAPITAL". Except as noted on EXHIBIT A, this statement (the "TARGET STATEMENT") has been derived from the internal unaudited financial records for the Pressure Sensitive Business and has been prepared on a basis consistent with management's past practice. This statement also shows that as of the applicable dates the net value of the Net Working Capital was $14,608,000. (b) Within sixty (60) days after the Closing Date, the Seller shall prepare and deliver to the calculation Buyer an unaudited statement as of the close of business on the day immediately preceding the Closing Date of the Net Working Capital (the "CLOSING STATEMENT"). The Closing Statement (i) shall be prepared on the same basis as the Target Statement, except that the book value of the Inventories (other than those identified in clause (ii)) shall be established conclusively for purposes of this Section 3.2 by the Seller taking a physical inventory of the Inventories as of the close of business on the day immediately preceding the Closing Date and reducing the final balance by such amount, if any, as would reduce the value of the Inventories to a value equal to the lower of cost or market, calculated in accordance with generally accepted accounting principles and otherwise applying the valuation methodology used in preparing the Target Statement to the results of this physical inventory and (ii) that portion of the Inventory, primarily instrument and electrical inventory, that relates primarily to the Pressure Sensitive Business but was inadvertently omitted from the Target Statement (the "DESIGNATED INVENTORY") will not be included on the Closing Statement. The Designated Inventory will be designated as provided in Section 8.11. (c) When the Seller delivers the Closing Statement, the Seller shall also deliver a certificate of its Chief Financial Officer (i) certifying that the Closing Statement was prepared in accordance with paragraph (b) above, and (ii) containing the Seller's calculations, based on the Closing Statement (the "SELLER'S PROPOSED CALCULATIONS"), of the Net Working Capital as of the Closing Date. (d) Within thirty (30) days after receipt of the Closing Statement and the accompanying certificate, the Buyer shall notify the Seller of its agreement or disagreement with the Closing Statement and the accuracy of any of the Seller's Proposed Calculations; PROVIDED, that the Buyer may only dispute the Closing Statement and the Seller's Proposed Calculations to the extent that they deviate from the requirements of paragraphs (b) and (c) above. If the Buyer disputes any such aspect of the Closing Statement or the amount thereofof any of the Seller's Proposed Calculations, then the Buyer shall have the right to direct its independent accountants, at the ClosingBuyer's expense, Seller to review and test the Closing Statement. The Buyer's accountants shall deliver to complete their review and test within thirty (30) days after the Escrow Agent, under date the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it Buyer disputes the Seller's calculation in Proposed Calculations. If the Buyer and its independent accountants, after such review and test, still disagree with the Seller's Adjustment NoticeProposed Calculations, then and the Seller does not accept the Buyer's proposed alternative calculations (the "BUYER'S PROPOSED CALCULATIONS"), then, within thirty (30) days after the date of the Seller's rejection of the Buyer's Proposed Calculations, the Seller and the Buyer shall select a third nationally recognized independent accounting firm (the "INDEPENDENT ACCOUNTING FIRM") to resolve the remaining disputed items (the "REMAINING DISPUTED ITEMS") by conducting its own review and test of the Closing Statement and thereafter selecting either the Buyer's Proposed Calculation of the Remaining Disputed Items or the Seller's Proposed Calculation of the Remaining Disputed Items or an amount in between the two. The Independent Accounting Firm shall otherwise occur be instructed (subject i) that the scope of its review shall be limited solely to the satisfaction of Remaining Disputed Items, (ii) that it shall accept the conditions thereto Closing Statement and the required deliveries of the parties pursuant Seller's Proposed Calculations except to the terms extent that they deviate from the requirements of this Agreementparagraphs (b) and (c) above, and (iii) that it is to use every reasonable effort to complete such assignment and deliver copies of such opinion and, if required, a revised Closing Statement to the amount of Buyer and the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars Seller within thirty ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (1530) days following the Closingdate such Remaining Disputed Items are referred to it. If Parent The Buyer and the Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, agree that they shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally bound by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant Remaining Disputed Items by the Independent Accounting Firm. The fees and expenses of the amounts Independent Accounting Firm shall be paid jointly by the Buyer and the Seller. (e) Upon the determination pursuant to paragraph (d) of this Section 3.2 of the Pre-definitive Closing Adjustments and/or Statement and the Year-End Bonus Adjustment (subject to Net Working Capital as of the Year-End Bonus Adjustment Modifications)Closing Date, as the case may be, Purchase Price shall be final and binding upon Purchaser and Seller. Parent shall, within two either (2i) business days of such final determination increased by the Accountantamount, pay if any, by which the amount of Net Working Capital is greater than $14,065,000 or (ii) decreased by the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Selleramount, or Seller shallif any, within two (2) business days of such agreement, pay by which the amount of Net Working Capital is less than $14,065,000 (the decrease "ADJUSTMENT"). The Seller and the Buyer acknowledge that the target number for the Adjustment set forth in the Initial preceding sentence is different than the net value of the Net Working Capital reflected on the Target Statement. If the Purchase Price is increased, the Buyer shall pay such amount to the Seller, and if the Purchase Price is decreased, the Seller shall pay such amount to the Buyer. Any such payment shall be made in cash or same day funds within ten (10) days after the determination of the Adjustment pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two paragraph (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunderd).

Purchase Price Adjustments. The Purchase Price shall be increased or decreased as provided in SCHEDULE 2.1(A)(III(a) (the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven the thirtieth (730) days prior to day after the Closing DateDate (or such later date as mutually agreed by Seller and Buyer), Seller shall deliver to Parent Seller's in writing (i) the final calculations of the Inventory Value (the “Final Inventory Value”), including the Inventory Firm’s calculation of the adjustment required under Physical Inventory, in accordance with the Adjustment Schedule valuation procedures and other terms of Section 1.9, ("SELLER'S ADJUSTMENT NOTICE"ii) together with reasonable detail supporting a worksheet showing Seller's ’s calculation of each of the components of Inventory Value and (iii) any documentation reasonably requested by Buyer to verify such calculations. If Parent does not deliver . (b) Within thirty (30) days following Seller’s delivery of the Final Inventory Value to Buyer, Buyer will give Seller a written notice to Seller prior stating either (i) Buyer’s acceptance, without objection, of the Final Inventory Value (an “Acceptance Notice”) or (ii) Buyer’s objections to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Final Inventory Value (an “Objection Notice”). If Buyer gives Seller an Acceptance Notice or does not give Seller an Objection Notice within such 30-day period, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall Final Inventory Value will be final conclusive and binding upon Purchaser the Parties. If Buyer delivers an Objection Notice and Seller; PROVIDEDthe Parties are not able to resolve all issues in such Objection Notice with thirty (30) days after Seller receives the Objection Notice, HOWEVER, that Buyer and Seller will retain a nationally recognized independent auditing 6629923v2 firm (the amount “Independent Auditors”) mutually acceptable to both Parties to make the final determination of the Year-End Bonus Adjustment shall Inventory Value. The Independent Auditors’ determination of the Inventory Value will be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of this Agreement (including all definitions contained herein). Assuming compliance with the Escrow Agreementimmediately preceding sentence, funds equal to its estimate the determination of the amount Inventory Value by the Independent Auditors will be conclusive and binding upon the Parties. The fees, costs and expenses of the Year-End Bonus Adjustment Independent Auditors will be allocated to Buyer and Seller based upon the percentage that the portion of the contested amount not awarded bears to the amount actually contested, as stated in determined by the Seller's Adjustment NoticeIndependent Auditors. If Parent delivers a written notice to By way of illustration, if Buyer claims that the Final Inventory Value is $1,000,000, Seller prior to Closing claims that it disputes the Seller's calculation in Seller's Adjustment NoticeFinal Inventory Value is $1,500,000, and the Independent Auditors determines that the Final Inventory Value is $1,200,000, then the Closing shall otherwise occur (subject to the satisfaction costs and expenses of the conditions thereto Independent Auditors will be allocated 60% (i.e., 300,000 ÷ 500,000) to Seller and 40% (i.e., 200,000 ÷ 500,000) to Buyer. (c) After the required deliveries final determination of the parties Inventory Value pursuant this Section 1.8 and pursuant to the terms of this Agreement) and Section 1.9, the amount Purchase Price shall be recalculated based thereon with the Final Inventory Value being used in place of the Initial Estimated Inventory Value. The term “Final Purchase Price” means the result of such recalculation of the Purchase Price. If the Final Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following is greater than the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus AdjustmentCash Payment, then Buyer shall pay on a dollar-for-dollar basis such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment additional amount to Seller in accordance with Section 1.5 no later than three (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (23) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the Business Days after determination of the Accountant of Final Purchase Price. If the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Final Purchase Price pursuant to is less than the Pre-Closing Adjustment to SellerCash Payment, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and then Seller shall jointly direct the Escrow Agent pay on a dollar-for-dollar basis such additional amount to an account designated in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but Buyer no later than February 14, 2005three (3) Business Days after determination of the Final Purchase Price. Any amounts to be paid by Parent or Seller to the other party payments made pursuant to this Section 2.1(a)(iii) that are not paid when due 1.8 shall bear interest at be treated as an adjustment to the rate of 10% per annum from the date Purchase Price for Tax purposes, unless otherwise required to be paid hereunderunder applicable Law.

Purchase Price Adjustments. (i) The Purchase Price shall be increased or decreased as provided the case may be, on a dollar-for-dollar basis, to reflect a positive or negative amount for Net Working Capital on the Closing Date. In addition if, but only to the extent that, the calculation of Net Working Capital does not reflect the following items the Purchase Price shall be reduced or increased, as appropriate, by the amount not reflected in SCHEDULE 2.1(A)(IIIsuch calculation: (A) the full remaining liability of Sierra to Doppelmayr USA, Inc. under that certain Sales and Installation Contract, dated May 28, 1996 (the "ADJUSTMENT SCHEDULEDoppelmayr Contract"), with respect to the installation of three detachable quad lifts at Sierra, (B) both the liability, on a discounted basis, for "PRE-CLOSING ADJUSTMENTS" certain promotional items which Buyer is obligated to honor under Section 11.17 of this Purchase Agreement, (C) an allocation reflecting the cost of new uniforms for Resort Group employees as born equally by Fibreboard and Buyer, and (D) the amount established by Sierra as a "YEAR-END BONUS ADJUSTMENT" reserve for environmental liability as of June 30, 1996, less any amounts drawn on such reserve prior to Closing. In addition, if (as for reasons of impracticality of transferring assets prior to the Closing from an Acquired Corporation to Fibreboard or a third party designated by Fibreboard) at the Closing any Acquired Corporations own any Excluded Assets, after the Closing,(I) Buyer agrees to cause, at Fibreboard's expense, such terms are defined Acquired Corporations to take all actions reasonably requested by Fibreboard to convey such Excluded Assets to Fibreboard (or its designee) without payment by Fibreboard of any consideration therefor and described therein(II) at all times prior to such conveyance, to cause the Acquired Corporations to hold any such Excluded Assets in trust for the benefit of Fibreboard (with all benefits of such Excluded Assets being conveyed by such Acquired Corporations to Fibreboard and all Liabilities relating thereto being assumed by Fibreboard). No later than seven If after the Closing the Parties agree that it is not possible, on commercially reasonable terms, to convey any such Excluded Assets form the Acquired Corporations to Fibreboard (7or its designee), the Parties shall endeavor to agree to a value to be paid by the respective Acquired Corporations to Fibreboard for such assets. In the event the Parties are unable to agree on a value for any such assets, they shall submit the matter to Arbitration. (ii) The Purchase Price shall be increased by the Seasonal Adjustment. (iii) Three (3) business days prior to the Closing Date, Seller Fibreboard shall deliver to Parent Seller's calculation Buyer (A) an estimated unaudited balance sheet of the adjustment required under Resort Group as of the Adjustment Schedule Closing Date (the "SELLER'S ADJUSTMENT NOTICEEstimated Closing Balance Sheet") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior and (B) an estimate available at such time of the adjustments to the Closing that it disputes Purchase Price required by clauses (i) and (ii) of this Section 2.3 (the calculation and/or methodology contained in Seller's Adjustment Notice"Price Adjustment"), then as determined on the amounts basis of the Pre-Estimated Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all Balance Sheet. Except as provided in the Adjustment on Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent 2.3 with respect to the calculation of the amount thereofNet Working Capital, at the Closing, Seller shall deliver to Estimated Closing Balance Sheet and the Escrow Agent, under the terms calculations of the Escrow Agreement, funds equal to its Estimated Price Adjustment shall be prepared and computed in a manner consistent with the application of the accounting principles applied in the preparation of the Financial Statements (the "Accounting Principles"). Such estimate of the Price Adjustment is hereinafter referred to as the "Estimated Price Adjustment." The Estimated Price Adjustment shall be added to the Purchase Price set forth in Section 2.2 and the resulting amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then shall be paid by Buyer at the Closing shall otherwise occur (subject the "Closing Amount"). (iv) Fibreboard will prepare and deliver to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be SeventyBuyer, within forty-Six Million Dollars five ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (1545) days following the Closing. If Parent and Seller reach agreement during such 15-day period on Closing Date, a statement certified by the amount chief financial officer of Fibreboard (the "Closing Statement") of (A) a balance sheet of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts Resort Group as of the Pre-Closing Adjustments and/or Date (the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications"Final Closing Balance Sheet"), as (B) the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as determined on the case may bebasis of the Final Closing Balance Sheet, and (C) the difference between the Price Adjustment and the Estimated Price Adjustment (the "Final Adjustment"). The Final Closing Balance Sheet and calculation of the Price Adjustment shall be prepared and computed in a manner consistent with the application of the Accounting Principles. Buyer shall, upon request, be allowed access to the working papers of Fibreboard (or its accountants) used in preparing the Closing Statement. If the Final Adjustment is a positive number, then Parent Buyer will pay the difference to Fibreboard, and Seller if the Final Adjustment is a negative number then Fibreboard will pay the difference to Buyer, with payment due prior to the expiration of thirty (30) days following Fibreboard's delivery to Buyer of the Closing Statement. Notwithstanding the foregoing, Buyer may object to the Closing Statement by notifying Fibreboard within such 30-day period, which notice must contain a statement of the basis of Buyer's objection(s). Buyer's failure to so object shall submit be deemed Buyer's acceptance of the matter Closing Statement. If Buyer gives such notice of objection, then the issues in dispute will be submitted for resolution to a mutually acceptable nationally recognized independent accountantArbitration, paid for equally and any required payment will be made prior to the tenth business day following resolution of issues in dispute by Arbitration. (v) Any payment of the parties Final Adjustment will be made together with simple interest thereon at six and one-half percent (6 1/2%) per annum (beginning on the "ACCOUNTANT"Closing Date and ending on the date of payment). If Parent Payment must be made in immediately available funds and Seller are unable shall result in appropriate adjustments to agree on the procedures Purchase Price allocation schedule provided for in Section 11.15 below and to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes attached hereto as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder.Exhibit A.

Purchase Price Adjustments. The Purchase Price shall be increased or decreased (a) Included as provided in SCHEDULE 2.1(A)(III) (EXHIBIT A is a statement showing the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (7) days prior to the Closing Date, Seller shall deliver to Parent Seller's calculation net value of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment NoticeAccounts Receivable, then the amounts of the Pre-Closing Adjustments Prepaid Expenses and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule Inventories (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONSCURRENT ASSETS") and all trade payables (excluding intercompany payables) and accrued liabilities of the Pressure Sensitive Business, but excluding all payables and expenses of the types set forth in clauses (i) to (ix) of Article 2 (collectively, the "CURRENT LIABILITIES"). Notwithstanding any objection by Parent The Current Assets and Current Liabilities are collectively referred to as the "NET WORKING CAPITAL". Except as noted on Exhibit A, this statement (the "TARGET STATEMENT") has been derived from the internal unaudited financial records for the Pressure Sensitive Business and has been prepared on a basis consistent with management's past practice. This statement also shows that as of the applicable dates the net value of the Net Working Capital was $14,608,000. (b) Within sixty (60) days after the Closing Date, the Seller shall prepare and deliver to the calculation Buyer an unaudited statement as of the close of business on the day immediately preceding the Closing Date of the Net Working Capital (the "Closing Statement"). The Closing Statement (i) shall be prepared on the same basis as the Target Statement, except that the book value of the Inventories (other than those identified in clause (ii)) shall be established conclusively for purposes of this Section 3.2 by the Seller taking a physical inventory of the Inventories as of the close of business on the day immediately preceding the Closing Date and reducing the final balance by such amount, if any, as would reduce the value of the Inventories to a value equal to the lower of cost or market, calculated in accordance with generally accepted accounting principles and otherwise applying the valuation methodology used in preparing the Target Statement to the results of this physical inventory and (ii) that portion of the Inventory, primarily instrument and electrical inventory, that relates primarily to the Pressure Sensitive Business but was inadvertently omitted from the Target Statement (the "Designated Inventory") will not be included on the Closing Statement. The Designated Inventory will be designated as provided in Section 8.11. (c) When the Seller delivers the Closing Statement, the Seller shall also deliver a certificate of its Chief Financial Officer (i) certifying that the Closing Statement was prepared in accordance with paragraph (b) above, and (ii) containing the Seller's calculations, based on the Closing Statement (the "Seller's Proposed Calculations"), of the Net Working Capital as of the Closing Date. (d) Within thirty (30) days after receipt of the Closing Statement and the accompanying certificate, the Buyer shall notify the Seller of its agreement or disagreement with the Closing Statement and the accuracy of any of the Seller's Proposed Calculations; PROVIDED, that the Buyer may only dispute the Closing Statement and the Seller's Proposed Calculations to the extent that they deviate from the requirements of paragraphs (b) and (c) above. If the Buyer disputes any such aspect of the Closing Statement or the amount thereofof any of the Seller's Proposed Calculations, then the Buyer shall have the right to direct its independent accountants, at the ClosingBuyer's expense, Seller to review and test the Closing Statement. The Buyer's accountants shall deliver to complete their review and test within thirty (30) days after the Escrow Agent, under date the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it Buyer disputes the Seller's calculation in Proposed Calculations. If the Buyer and its independent accountants, after such review and test, still disagree with the Seller's Adjustment NoticeProposed Calculations, then and the Seller does not accept the Buyer's proposed alternative calculations (the "Buyer's Proposed Calculations"), then, within thirty (30) days after the date of the Seller's rejection of the Buyer's Proposed Calculations, the Seller and the Buyer shall select a third nationally recognized independent accounting firm (the "Independent Accounting Firm") to resolve the remaining disputed items (the "Remaining Disputed Items") by conducting its own review and test of the Closing Statement and thereafter selecting either the Buyer's Proposed Calculation of the Remaining Disputed Items or the Seller's Proposed Calculation of the Remaining Disputed Items or an amount in between the two. The Independent Accounting Firm shall otherwise occur be instructed (subject i) that the scope of its review shall be limited solely to the satisfaction of Remaining Disputed Items, (ii) that it shall accept the conditions thereto Closing Statement and the required deliveries of the parties pursuant Seller's Proposed Calculations except to the terms extent that they deviate from the requirements of this Agreementparagraphs (b) and (c) above, and (iii) that it is to use every reasonable effort to complete such assignment and deliver copies of such opinion and, if required, a revised Closing Statement to the amount of Buyer and the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars Seller within thirty ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (1530) days following the Closingdate such Remaining Disputed Items are referred to it. If Parent The Buyer and the Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, agree that they shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally bound by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant Remaining Disputed Items by the Independent Accounting Firm. The fees and expenses of the amounts Independent Accounting Firm shall be paid jointly by the Buyer and the Seller. (e) Upon the determination pursuant to paragraph (d) of this Section 3.2 of the Pre-definitive Closing Adjustments and/or Statement and the Year-End Bonus Adjustment (subject to Net Working Capital as of the Year-End Bonus Adjustment Modifications)Closing Date, as the case may be, Purchase Price shall be final and binding upon Purchaser and Seller. Parent shall, within two either (2i) business days of such final determination increased by the Accountantamount, pay if any, by which the amount of Net Working Capital is greater than $13,065,000 or (ii) decreased by the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Selleramount, or Seller shallif any, within two (2) business days of such agreement, pay by which the amount of Net Working Capital is less than $13,065,000 (the decrease "Adjustment"). The Seller and the Buyer acknowledge that the target number for the Adjustment set forth in the Initial preceding sentence is different than the net value of the Net Working Capital reflected on the Target Statement. If the Purchase Price is increased, the Buyer shall pay such amount to the Seller, and if the Purchase Price is decreased, the Seller shall pay such amount to the Buyer. Any such payment shall be made in cash or same day funds within ten (10) days after the determination of the Adjustment pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two paragraph (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunderd)."

Purchase Price Adjustments. The Purchase Price shall be increased or decreased (a) As promptly as provided in SCHEDULE 2.1(A)(III) practicable (the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No but not later than seven seventy-five (775) days prior to days) following the Closing Date, Seller shall Buyer shall: (i) prepare, in accordance with the Accounting Principles and Section 2.6 and in a manner consistent with Exhibit E, a consolidated balance sheet of the Acquired Companies as of the close of business on the Business Day immediately preceding the Closing Date (the “Preliminary Closing Date Balance Sheet”); and (ii) deliver to Parent Seller's the Stockholder Representative the Preliminary Closing Date Balance Sheet and a certificate setting forth in reasonable detail Buyer’s calculation of the adjustment Working Capital as of the close of business on the Business Day immediately preceding the Closing Date (the “Preliminary Working Capital Determination”). Until such time as the calculation of the amounts shown on the Closing Date Balance Sheet and Closing Date Working Capital determination are final and binding on the parties pursuant to this Section 2.3, the Stockholder Representative and its accountants (at the Stockholder Representative’s expense) shall be permitted to discuss with Buyer and its accountants the Preliminary Closing Date Balance Sheet and the Preliminary Working Capital Determination and shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to the Stockholder Representative’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required under thereby), the Adjustment Schedule work papers and supporting records of Buyer and its accountants so as to allow the Stockholder Representative and its accountants to become informed concerning all matters relating to the preparation of the Preliminary Closing Date Balance Sheet and the Preliminary Working Capital Determination and the accounting procedures, methodologies, tests and approaches used in connection therewith; provided, that the Stockholder Representative and its accountants shall have no such right to receive copies of or have access to Buyer’s internal correspondence or analysis to the extent they relate to a matter in dispute between the Stockholder Representative and Buyer. ("SELLER'S ADJUSTMENT NOTICE"b) together with reasonable detail supporting Seller's calculations. If Parent does not Following receipt of the Preliminary Closing Date Balance Sheet and the Preliminary Working Capital Determination, if the Stockholder Representative has any objections to such documents as prepared by Buyer, the Stockholder Representative shall deliver a written notice to Seller prior Buyer of such dispute within thirty (30) days after the date of such receipt thereof. In the event that the Stockholder Representative does not notify Buyer of a dispute with respect to the Preliminary Closing that it disputes Date Balance Sheet or the calculation and/or methodology contained in Seller's Adjustment NoticePreliminary Working Capital Determination within such 30-day period, then the amounts of the Pre-Preliminary Closing Adjustments Date Balance Sheet and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, Preliminary Working Capital Determination shall be final and binding upon Purchaser as the “Closing Date Balance Sheet” and Seller; PROVIDED“Closing Date Working Capital,” respectively, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms for purposes of this Agreement) . In the event of notice of such dispute, the Stockholder Representative and Buyer shall negotiate in good faith to resolve such dispute. If Buyer and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts Stockholder Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days following after the Closing. If Parent and Seller reach agreement during such 15-day period on the amount Stockholder Representative provides written notice to Buyer of the Pre-Closing Adjustments and/or Year-End Bonus AdjustmentStockholder Representative’s objections, then such agreed-upon amounts Buyer shall engage the Auditors to conduct a review of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject Stockholder Representative’s objections to the Year-End Bonus Adjustment Modifications)Preliminary Closing Date Balance Sheet and/or Preliminary Working Capital Determination, as the case may be, as promptly as reasonably practicable (such review to be completed not later than thirty (30) days after the Auditors are requested to conduct such review) and, upon completion of such review, to deliver written notice to the Stockholder Representative and Buyer setting forth the Auditors’ resolution of such objections and the resulting adjustments shall be deemed finally determined for purposes of this Section 2.3. The Auditors’ role in completing such review shall be limited to resolving such objections and determining the correct calculations to be used with respect to the disputed portions of the Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination. In resolving such objections, the Auditors shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination and the decision of the Auditors shall be solely based on (i) whether such item objected to was prepared in accordance with the guidelines set forth in this Agreement concerning determination of the amounts set forth therein or (ii) whether the item objected to contains a mathematical or clerical error. The Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination as agreed by Buyer and the Stockholder Representative or as determined by the Auditors, as the case may be, shall be final and binding upon Purchaser as the “Closing Date Balance Sheet” and Seller. Parent shall“Closing Date Working Capital,” respectively, within two for purposes of this Agreement. (2c) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant The parties hereto shall make available to the Pre-Auditors (if applicable), such books, records and other information (including work papers) that the Auditors may reasonably request in order to review the Preliminary Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may beDate Balance Sheet and Preliminary Working Capital Determination. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms The fees and expenses of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller Auditors hereunder shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller Buyer, on the one hand, and the Stockholder Representative (on behalf of Sellers), on the other hand, based on the percentage which the portion of the contested amount not awarded to each party bears to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate amount actually contested by or on behalf of 10% per annum from the date required to be paid hereundersuch party.

Purchase Price Adjustments. (a) Within sixty (60) days after the Closing Date, the Seller shall prepare and deliver to the Buyer an audited statement of the Acquired Assets and Assumed Obligations for the MMIC Business as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"). The Purchase Price Closing Balance Sheet shall be increased prepared in accordance with GAAP applied on a basis consistent with the October Balance Sheet (as defined in Section 5.5), except that the Closing Balance Sheet (i) will be prepared in accordance with the accounting procedures set forth on SCHEDULE 3.2(a) hereto, (ii) will not include any cash or decreased cash equivalents of the MMIC Business, (iii) will not have an accrual for Income Taxes payable by the Seller and (iv) will not contain any intercompany accounts. (b) When the Seller delivers the Closing Balance Sheet, the Seller shall also deliver a certificate (i) certifying that the Closing Balance Sheet was prepared in accordance with paragraph (a) above, and (ii) containing the Seller's calculations, based on the Closing Balance Sheet and calculated in a manner consistent with the Model Statement (as provided in SCHEDULE 2.1(A)(IIIdefined below) (the "ADJUSTMENT SCHEDULESELLER'S PROPOSED CALCULATIONS") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (), of the Net Assets as such terms are defined and described therein). No later than seven (7) days prior to of the Closing Date, Seller shall deliver to Parent Seller's calculation . As used in this Agreement "NET ASSETS" means the difference of (x) the book value of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts total assets of the PreMMIC Business (including, without limitation, equipment, accounts receivable, inventory, prepaid expenses and deferred charges, but excluding cash and cash equivalents and intercompany accounts) constituting part of the Acquired Assets less (y) the book value of the total liabilities of the MMIC Business (including, without limitation accounts payable and accrued expenses, but excluding pension and accumulated post-Closing Adjustments retirement benefits, intercompany accounts and retained earnings) constituting part of the Assumed Obligations. Attached hereto as SCHEDULE 3.2(B) is a preliminary statement of Net Assets as of October 31, 1997, based upon the balance sheet of the MMIC Business as of October 31, 1997 and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all procedures for calculating Net Assets as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties above (the "ACCOUNTANTMODEL STATEMENT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder.

Purchase Price Adjustments. (a) Seller shall deliver to Purchaser at least three (3) days prior to the expected Closing Date an estimate of the Net Assets of Seller as of the Closing Date, calculated in accordance with GAAP and consistent with the accounting methods and practices used on the Interim Balance Sheet (the "Preliminary Closing Balance Sheet"). The Purchase Price shall be increased, dollar for dollar, by the amount by which the Net Assets are greater than One Million Dollars ($1,000,000) and shall be decreased, dollar for dollar, by the amount by which the Net Assets are less than such amount. The "Net Assets" of the Business shall be the excess of (i) the book value of the Purchased Assets over (ii) the book value of the Assumed Liabilities, except that no reserve for doubtful accounts shall be included in such determination. (b) As promptly as practicable, but in no event later than one hundred fifty (150) days following the Closing Date, Purchaser shall cause the following to be prepared and delivered to Seller (collectively, the "Audited Closing Balance Sheet"): (i) an audited balance sheet of the Business as of the Closing Date which reflects the book value of the Purchased Assets and the Assumed Liabilities, together with an audit report thereon by an independent accounting firm hired by Purchaser ("Purchaser's Accountant"), prepared in accordance with GAAP on a basis consistent with the accounting methods and practices used on the Interim Balance Sheet; and (ii) a statement based on such Audited Closing Balance Sheet which sets forth in detail a calculation of the Net Assets of the Business on the Closing Date. Purchaser shall, and shall cause the Purchaser's Accountant to, provide Seller and Seller's accountant ("Seller's Accountant") any and all work papers used in the preparation of the Audited Closing Balance Sheet. Purchaser shall permit Seller to render all reasonable assistance in connection with the preparation and audit of the Audited Closing Balance Sheet. Except as set forth below, the Audited Closing Balance Sheet and the accompanying Net Asset calculation shall be deemed to be and shall be final, binding and conclusive on the parties upon the earlier of (the "Final Resolution Date"): (A) Seller's delivery of a written notice to Purchaser of its approval of the Audited Closing Balance Sheet; (B) the failure of Seller to notify Purchaser in writing of a dispute with the Audited Closing Balance Sheet within thirty (30) days of the delivery of such documents to Seller ; (C) the resolution of all disputes, pursuant to Section 2.2(c), by Purchaser's Accountant and Seller's Accountant; and (D) the resolution of all disputes, pursuant to Section 2.2(c), by the Independent Accounting Firm. (c) Seller may dispute any amounts reflected on the Audited Closing Balance Sheet by delivery of a written notice to Purchaser (the "Audited Closing Balance Sheet Dispute Notice"). If Seller delivers an Audited Closing Balance Sheet Dispute Notice to Purchaser, Purchaser's Accountant and Seller's Accountant 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 Purchaser's Accountant and Seller's Accountant are unable to reach a resolution within thirty (30) days after the delivery of the Audited Closing Balance Sheet Dispute Notice, Purchaser's Accountant and Seller's Accountant shall submit their respective determinations and calculations and the items remaining in dispute for resolution to an independent accounting firm of international reputation 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, within thirty (30) days after submission of the matter, and such 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 same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party as finally determined by the Independent Accounting Firm bears to the total amount of such remaining disputed items. (d) The Purchase Price shall be increased or decreased as provided in SCHEDULE 2.1(A)(III) (on a dollar-for-dollar basis by the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (7) days prior to amount by which the Closing Date, Seller shall deliver to Parent Seller's calculation actual Net Assets of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as Business determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent Sections 2.2(b) and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder.2.2

Purchase Price Adjustments. The Purchase Price shall be increased or decreased as provided in SCHEDULE 2.1(A)(III(i) Within sixty (the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (760) days prior to of the Closing Date, the Purchaser shall determine (in accordance with Section 1.2(b) hereof) and advise the Seller by written notice (the "Adjustment Notice") of the Operating Earnings (as defined below) of CP&I for the twelve month period ended September 30, 1996 (the "Adjustment Earnings"); provided, however, the Adjustment Earnings shall deliver to Parent include pro forma adjustments including setting the Seller's calculation salary at the annual rate set forth in his Employment Agreement, excluding non-recurring charges and expenses and proportional charges with respect to entertainment and continuing education expenses attributable to the Seller's medical practice. In the event either party believes there is a basis for a purchase price adjustment as described herein (an "Adjustment"), such party shall notify the other of such Adjustment within ten (10) days of receipt by the Seller of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth other party shall have the right to dispute such Adjustment. AmeriPath and the Seller shall negotiate in Sellergood faith to resolve any such dispute. In the event AmeriPath and the Seller cannot resolve such dispute within thirty (30) days, the independent certified public accounting firm which then audits AmeriPath's Adjustment Noticefinancial statements shall resolve the dispute, shall be with such firm's opinion being final and binding upon Purchaser on all parties; provided, however, the Seller, at his own expense, may refer the matter to another independent public accounting firm, and Seller; PROVIDED, HOWEVER, that the amount average of the Year-End Bonus decisions of the two firms shall be the final and binding resolution of the matter. If neither party has requested an Adjustment pursuant this Section 1.1(c)(i) within ten (10) days of the receipt by the Seller of the Adjustment Notice (the Adjustment Notice will be deemed to have been received by the Seller two business days after it was sent by the Purchaser if it was delivered by overnight delivery with a reputable national courier), then AmeriPath shall issue and deliver to the Seller certificates representing 50,667 shares of AmeriPath Stock and no further Adjustment shall be contingent upon made hereunder. If the applicable employees remaining employed with Purchaser through December 31parties agree that an Adjustment is necessary and they have agreed on the Adjustment Earnings, 2004 and then the Adjustment shall be subject determined as follows: a. In the event that the Adjustment Earnings are greater than $1,500,000.00, the Purchaser shall issue and deliver additional shares of AmeriPath Stock to the Seller. The number of additional adjustment based on final 2004 revenuesshares shall be equal to 50,667 plus a fraction (x) the numerator of which is the product of (a) 3.8 and (b) the amount by which the Adjustment Earnings exceed $1,500,000.00 and (y) the denominator of which is $15.00. b. In the event that the Adjustment Earnings are greater than or equal to $1,300,000.00, all but less than $1,500,000.00, the Purchaser shall issue and deliver certificates to the Seller representing the number of shares of AmeriPath Stock as provided determined in the following sentence. The number of shares to be issued and delivered by AmeriPath to the Seller shall be equal to a fraction (x) the numerator of which is the amount by which the product of the Adjustment Schedule Earnings and 3.8 exceeds $5,000,000.00 and (collectivelyy) the denominator of which is $15.00. c. In the event that the Adjustment Earnings are less than $1,300,000.00, the Seller shall refund to AmeriPath $3.80 for every $1.00 for which the Adjustment Earnings are below $1,300,000. (ii) Upon the consummation of the first to occur of (a) an underwritten offering of AmeriPath Stock pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), as declared effective by the Securities and Exchange Commission (the "SEC") resulting in gross proceeds to AmeriPath of at least $20,000,000.00 (a "Qualified IPO") or (b) a Sale of Control (as defined in Section 12.3 hereof), and the value of the AmeriPath Stock (the price at which the AmeriPath Stock is sold to the public in connection with the Qualified IPO or, with respect to a Sale of Control, the purchase price paid, consideration exchanged or value received for the shares, in either case, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONSPer Share Value") is determined to be less than $15.00 per share, then AmeriPath shall issue additional shares of AmeriPath Stock to the Seller. The number of shares to be issued and delivered to the Seller shall equal the amount by which (x) $2,200,000.00 divided by the Per Share Value (provided, however, if the Per Share Value is less than $10.00 per share, the denominator shall be $10.00) exceeds (y) 146,667. Such number of shares shall be issued and delivered to the Seller within sixty (60) days of the consummation of such determination transaction. (iii) The parties hereto agree to adjust the Purchase Price (the "Working Capital Adjustment"). Notwithstanding any objection by Parent to , within one hundred fifty (150) days from the calculation of Closing Date such that (x) the amount thereof, at the Closing, Seller by which CP&I's Positive Working Capital (as defined in Section 2.31 hereof) exceeds $141,000 shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) be additional Purchase Price and the amount of the Initial Working Capital Adjustment shall be paid to the Seller and (y) the amount by which CP&I's Positive Working Capital is below $141,000 shall be a reduction to the Purchase Price and the Seller shall, and hereby agrees to, remit or pay to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on Purchaser the amount of the Pre-Closing Adjustments and/or Year-End Bonus Working Capital Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder.

Purchase Price Adjustments. 1.5.1 The Purchase Price shall will be increased or decreased adjusted as provided in SCHEDULE 2.1(A)(III) (the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (7) days prior to the Closing Date, Seller shall deliver to Parent Seller's calculation of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) below. 1.5.2 Within forty business days following the Closing. If Parent , Buyer shall prepare and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties schedule (the "ACCOUNTANTClosing Schedule") as of the close of business on the day on which the Closing Date occurs, which shall be prepared on the same basis and using accounting principles, practices and methods consistent with those used to prepare the Pro Forma Year End Balance Sheet and the Preliminary Schedule, which shall detail all of the assets, liabilities, income and expenses of the Acquired Companies along with a detailed calculation of the Closing Tangible Net Worth. 1.5.3 The Seller shall have twenty business days after the delivery by the Buyer to review the Closing Schedule. During this time, Buyer shall, upon request at least one business day in advance, allow Seller reasonable access to the books and records of the Acquired Companies in order that Seller may review the Closing Schedule. In the event that the Seller determines that the Closing Schedule has not been determined on the basis set forth in Section 1.5.2 hereof, Seller shall inform Buyer in writing ("Seller's Objection"), setting forth a specific description of the basis of Seller's Objection and the adjustments to the Closing Schedule which Seller believes should be made, on or before the last day of such twenty business day period. Buyer shall then have ten business days following receipt thereof to review and respond in writing to Seller's Objection. If Parent Buyer and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation resolve all of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues disagreements with respect to the determination of the Closing Schedule within seven business days following the completion of Buyer's review of Seller's calculation in Seller's Adjustment Notice as promptly as practicable and Objection, they shall refer their remaining differences to resolve only those issues in dispute. The determination by the Accountant KPMG or, if KPMG shall be based solely unable or unwilling to so serve, another internationally recognized firm of independent public accountants as to which Buyer and Seller mutually agree (the "CPA Firm"), which shall determine on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside the basis of the range defined by the respective amounts proposed by Parent and Seller standard set forth in Section 1.5.2, only with respect to the Seller's calculation remaining differences so submitted, solely whether the amounts on the Closing Schedule or the amounts in Seller's Adjustment Notice. In such event, the determination Objection are more reflective of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination calculation required by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder1.5.

Purchase Price Adjustments. The Purchase Price shall be increased or decreased as provided in SCHEDULE 2.1(A)(III(a) A projected schedule of certain types of assets and liabilities (the "ADJUSTMENT SCHEDULESpecified Assets and Liabilities") both for of the Transferred Business as of the Closing Date is attached as Schedule 1.7(a) hereto (the "PRE-CLOSING ADJUSTMENTS" and a Projected Balance Sheet"YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (7) days prior The parties acknowledge that the Projected Balance Sheet is attached to this Agreement only for purposes of calculating the purchase price adjustment in accordance with this Section 1.7, and except for such adjustment, neither party shall have any liability to the other party for any variation between the Projected Balance Sheet nd the Closing DateDate Balance Sheet. (b) Within 60 days following the Closing, Seller shall (i) prepare, or cause to be prepared, and deliver to Parent Purchaser the Closing Date Balance Sheet, which shall set forth the Specified Assets and Liabilities of the Transferred Business as of the Closing Date and shall be accompanied by a certificate from Seller's independent outside auditors to the effect that the Closing Date Balance Sheet was prepared in accordance with Schedule 1.7 hereto and (ii) calculate the Closing Date Net Asset Value, as derived from the Closing Date Balance Sheet, and deliver such calculation to Purchaser. (c) Purchaser and Purchaser's independent outside auditors shall, within 60 days after the delivery by Seller of the Closing Date Balance Sheet and Seller's calculation of the adjustment required under Closing Date Net Asset Value, complete their review thereof. In the Adjustment event that Purchaser and Purchasers' independent outside auditors determine that the Closing Date Balance Sheet has not been prepared on this basis set forth in and in accordance with Schedule 1.7, Purchaser shall, on or before the last day of such 60-day period, so inform Seller in writing (the "SELLER'S ADJUSTMENT NOTICEPurchaser's Objection") together with reasonable detail supporting Seller), setting forth a specific description of the basis of Purchaser's calculations. If Parent does not deliver a written notice to Seller prior Objection and the adjustments to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments Date Net Asset Value and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall corresponding adjustments to the Closing Date Balance Sheet with Purchaser believes should be final and binding upon made accompanied by a letter from the Purchaser and Seller; PROVIDED, HOWEVER, to the effect that the amount of Closing Date Balance Sheet submitted to Purchaser by Seller was not prepared in accordance with Schedule 1.7 hereto and that adjusting the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided Closing Date Balance Sheet in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated manner described in Purchaser's Objection will result in the Seller's Adjustment NoticeClosing Date Balance Sheet having been prepared in accordance with Schedule 1.7 hereto. If Parent delivers a written notice to no Purchaser's Objection is received by Seller prior to Closing on or before that it disputes the Seller's calculation in Seller's Adjustment Noticelast day of such 60-day period, then the Closing Date Net Asset Value set forth on the Closing Date Balance Sheet delivered by Seller shall otherwise occur (subject be final. Seller shall have 30 days from its receipt of Purchaser's Objection to review and respond to Purchaser's Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) proposed adjustments set forth in Purchaser's Objection with 20 days following the Closingcompletion of Seller's review of Purchaser's Objection, they shall refer any dispute as to whether the Closing Date Balance Sheet was prepared in accordance with Schedule 1.7 to the CPA Firm, who shall, acting as experts and not as arbitrators, determine on the basis set forth in an in accordance with Schedule 1.7, and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Date Balance Sheet and the Closing Date Net Asset Value require adjustment. If Parent Purchaser and Seller reach agreement during such 15-shall instruct the CPA Firm to deliver its written determination to Purchaser and Seller no later than the thirtieth day period on after the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject remaining differences underlying Purchaser's Objection are referred to the Year-End Bonus Adjustment Modifications), as the case may be, CPA Firm. The CPA Firm's determination shall be final conclusive and binding upon Purchaser and Seller. Parent The fees and disbursements of the CPA Firm shall be borne equally by Purchaser and Seller. Purchaser and Seller shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties' respective accountants) relating to the Closing Date Balance Sheet and all other items reasonably requested by the CPA Firm. The scope of the disputes to be resolved by the CPA Firm is limited to whether the Closing Date Balance Sheet was prepared in accordance with Schedule 1.7. (d) Purchaser shall, within two and shall cause its Subsidiaries to, provide to Seller and its accountants (2i) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant all data and financial statements reasonably requested by Seller and (ii) full access to the Pre-Closing Adjustment books and records of the Transferred Business and to Sellerany other information, or Seller shallincluding work papers of its accountants, within two (2) business days of such agreement, pay the amount of and to any decrease employees in the Initial Purchase Price pursuant each case to the Pre-Closing Adjustment to Parent, as the case may be. Further, extent reasonably requested by Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount preparation of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent Date Balance Sheet and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunderadjustments thereto.

Purchase Price Adjustments. The Purchase Price for the Assets shall be adjusted as follows with all such amounts being determined in accordance with generally accepted accounting principles and Council of Petroleum Accountants Society (XXXXX) standards: (a) Reduced by the aggregate amount of the following proceeds received by Seller between the Effective Date and Closing (with the period between the Effective Date and Closing referred to as the “Adjustment Period”): (i) proceeds from the sale of hydrocarbons (net of any royalties, overriding royalties or other burdens on or payable out of hydrocarbon production, gathering, processing and transportation costs and any hydrocarbon production, severance, sales or excise taxes not reimbursed to Seller by the purchaser of hydrocarbon production) produced from or attributable to the Properties during the Adjustment Period, and (ii) other proceeds earned with respect to the Assets during the Adjustment Period; (b) If Seller makes the election under Section 3.5(c)(i) with respect to a Title Defect, subject to the Individual Title Deductible and the Aggregate Title Deductible, the Purchase Price shall be increased reduced by the Title Defect Amount with respect to such Title Defect if the Title Defect Amount has been determined prior to Closing; (c) Increased by the amount of all Property Costs attributable to the ownership and operation of the Assets which are paid by Seller or decreased as incurred at or after the Effective Date, including, but not limited to, lease extension and lease option costs; (d) Reduced to the extent provided in SCHEDULE 2.1(A)(IIISection 3.5(c)(ii) with respect to Property subject to Title Defects and retained by Seller; (the "ADJUSTMENT SCHEDULE"e) both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (7) days prior Reduced to the Closing Date, extent provided in Section 3.6(b) with respect to Preference Rights; and (f) Increased or reduced as agreed upon in writing by Seller shall deliver to Parent Seller's calculation of and Purchaser. The Purchase Price as adjusted after calculating and applying the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment adjustments set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that this Section 2.3 is the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties adjusted purchase price (the "ACCOUNTANT"“Adjusted Purchase Price”). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder.

Purchase Price Adjustments. The Purchase Price shall be increased or decreased as provided in SCHEDULE 2.1(A)(III(a) (the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (7) Within 90 days prior to following the Closing Date, Seller Optio shall prepare, at its sole expense, a balance sheet of Xxxxxxx as of the Closing Date (the "CLOSING BALANCE SHEET"), and related statements of income for the period then ended. The completion of the Closing Balance Sheet shall be conducted in accordance with generally accepted accounting principles. The Closing Balance Sheet shall be used to determine the Net Book Value (as defined below) of Xxxxxxx as of the Closing Date. The Cash Payment shall be adjusted downward, on a dollar-for-dollar basis, to the extent that the Net Book Value of Xxxxxxx on the Closing Date is less than $1,200,000. For purposes of this Agreement, "NET BOOK VALUE" shall mean the total assets of Xxxxxxx, including capitalized software, minus, without duplication, (i) the sums attributable to (a) goodwill, (b) intangible items such as unamortized debt discount and expense, patents, trade and service marks, copyrights, and research and development expenses, and (c) all reserves not already deducted from assets, and (ii) total liabilities (total liabilities shall include the amount of all obligations that should in accordance with generally accepted accounting principles be classified as liabilities on the balance sheet of Xxxxxxx, including in any event, all indebtedness, contingent or otherwise). Promptly upon completion, Optio shall deliver the Closing Balance Sheet to Parent Seller's calculation of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") Shareholders together with reasonable detail supporting Seller's calculationsworking papers. If Parent does not deliver a written notice to Seller prior In the event that Optio and the Shareholders agree in writing as to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment NoticeBalance Sheet (after any mutually agreed modifications thereto are made), then the amounts of the Pre-such Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, Balance Sheet shall be final and binding upon Purchaser and Sellerthe parties hereto; PROVIDED, HOWEVER, that the amount determination of whether Optio and the Year-End Bonus Adjustment Shareholders agree as to the Closing Balance Sheet shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) made no later than 30 days following the Closing. If Parent and Seller reach agreement during such 15-day period on Shareholders' the amount receipt of the Pre-Closing Adjustments and/or Year-End Bonus AdjustmentBalance Sheet. In the event that the Shareholders and Optio cannot so agree in writing within 30 days following the Shareholders' the receipt of the Closing Balance Sheet, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, any items or issues in dispute shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and resolved in accordance with Section 8.7 below or by an accounting firm mutually agreed upon by the terms Parties. At the sole discretion of Optio, any amounts owed hereunder may be offset against the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunderPromissory Notes.

Purchase Price Adjustments. 1.5.1 The Purchase Price shall will be increased or decreased adjusted as provided in SCHEDULE 2.1(A)(III) (the "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (7) days prior to the Closing Date, Seller shall deliver to Parent Seller's calculation of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) below. 1.5.2 Within forty business days following the Closing. If Parent , Buyer shall prepare and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties schedule (the "ACCOUNTANTCLOSING SCHEDULE") as of the close of business on the day on which the Closing Date occurs, which shall be prepared on the same basis and using accounting principles, practices and methods consistent with those used to prepare the Pro Forma Year End Balance Sheet and the Preliminary Schedule, which shall detail all of the assets, liabilities, income and expenses of the Acquired Companies along with a detailed calculation of the Closing Tangible Net Worth. 1.5.3 The Seller shall have twenty business days after the delivery by the Buyer to review the Closing Schedule. During this time, Buyer shall, upon request at least one business day in advance, allow Seller reasonable access to the books and records of the Acquired Companies in order that Seller may review the Closing Schedule. In the event that the Seller determines that the Closing Schedule has not been determined on the basis set forth in Section 1.5.2 hereof, Seller shall inform Buyer in writing ("Seller's Objection"), setting forth a specific description of the basis of Seller's Objection and the adjustments to the Closing Schedule which Seller believes should be made, on or before the last day of such twenty business day period. Buyer shall then have ten business days following receipt thereof to review and respond in writing to Seller's Objection. If Parent Buyer and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation resolve all of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues disagreements with respect to the determination of the Closing Schedule within seven business days following the completion of Buyer's review of Seller's calculation in Seller's Adjustment Notice as promptly as practicable and Objection, they shall refer their remaining differences to resolve only those issues in dispute. The determination by the Accountant KPMG or, if KPMG shall be based solely unable or unwilling to so serve, another internationally recognized firm of independent public accountants as to which Buyer and Seller mutually agree (the "CPA Firm"), which shall determine on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside the basis of the range defined by the respective amounts proposed by Parent and Seller standard set forth in Section 1.5.2, only with respect to the Seller's calculation remaining differences so submitted, solely whether the amounts on the Closing Schedule or the amounts in Seller's Adjustment Notice. In such event, the determination Objection are more reflective of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination calculation required by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder1.5.

Purchase Price Adjustments. The Purchase Price shall be increased or decreased as provided in SCHEDULE 2.1(A)(III(a) Post-Closing Adjustment for Net Tangible Assets. ----------------------------------------------- (the "ADJUSTMENT SCHEDULE"i) both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than seven (7) Within 90 days prior to after the Closing Date, Seller shall the Purchasers and their auditors will conduct an audit (the "Closing Audit") of the Companies as of the ------------- Closing Date in accordance with generally accepted auditing standards, consistently applied, as modified by the Accounting Conventions, and will prepare and deliver to Parent Seller's the Sellers a computation (the "Draft Balance Sheet") of ------------------- the Net Tangible Assets Amount as of the Closing Date (the "Closing Net Tangible -------------------- Assets Amount") and the Accounts Receivable Amount as of the Closing Date (the ------------- "Closing Accounts Receivable Amount"). The Draft Balance Sheet shall indicate ---------------------------------- the portion of the Closing Net Tangible Assets Amount attributable to the Companies (and take into account (without duplication) the Acquired Louisiana Assets of BESI and the Acquired Other Assets of BESI) and shall indicate the Closing Accounts Receivable Amount. The Purchasers and their auditors will make available to the Sellers and their auditors all records and work papers used in preparing the Draft Balance Sheet. If the Sellers disagree with the computation of the Closing Net Tangible Assets Amount or the Closing Accounts Receivable Amount, the Sellers may, within 30 days after receipt of the Draft Balance Sheet, deliver a notice (an "Objection Notice") to the Purchasers setting forth ---------------- the Sellers' calculation of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to Closing Net Tangible Assets Amount and the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications)Accounts Receivable Amount, as the case may be. The Purchasers and the Sellers will use reasonable best efforts to resolve any disagreements as to the computation of the disputed Closing Net Tangible Assets Amount (or if applicable, the Closing Accounts Receivable Amount), but if they do not obtain a final resolution within 30 days after the Purchasers have received the Objection Notice, the Purchasers and the Sellers will, within 20 days of the termination of said 30 day period, jointly retain an independent accounting firm of recognized national standing (the "Firm") to resolve any remaining ---- disagreements. If the Purchasers and the Sellers are unable to agree on the choice of the Firm, then the Firm will be a "big-five" accounting firm (or a successor) selected by random drawing (after excluding one firm designated by the Purchasers and one firm designated by the Sellers). The Purchasers and the Sellers will direct the Firm to render a determination within 60 days of its retention and the Purchasers, the Sellers and their respective agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in the Draft Balance Sheet set forth in the Objection Notice which the Purchasers and the Sellers are unable to resolve. The Purchasers and the Sellers shall each submit a written statement to the Firm within 30 days after the Firm's engagement, which written statement shall contain such Party's computation of the applicable Closing Net Tangible Assets Amount (or if applicable, the Closing Accounts Receivable Amount) and information, arguments, and support for such Party's position. The Firm shall review such written statements and base its determination solely on them. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Firm's determination will be final based on the definitions of the Net Tangible Assets Amount and Accounts Receivable Amount included herein. The determination of the Firm will be conclusive and binding upon Purchaser the Parties. The Purchasers and Sellerthe Sellers shall equally bear the costs and expenses of the Firm. Parent shallThe Closing Net Tangible Assets Amount as finally determined pursuant to this Section 2.2(a) is referred to herein as the -------------- "Actual Closing Net Tangible Assets Amount," and the Closing Accounts Receivable ----------------------------------------- Amount as finally determined pursuant to this Section 2.2(a) is referred to -------------- herein as the "Actual Accounts Receivable Amount." --------------------------------- (ii) If the Actual Closing Net Tangible Assets Amount is less than $189,555,220, (which such amount has been determined based on the calculation set forth in the Financial Statements Schedule under the heading "Calculation of Net Tangible Assets Amount") the Purchasers shall be entitled to receive from the Holdback the amount of such shortfall (the "Net Tangible Assets Amount -------------------------- Shortfall"); provided, however, that if the amount then left in the Holdback is --------- -------- ------- less than the amount of the Net Tangible Assets Amount Shortfall, the Sellers shall pay to the Purchasers, within two (2) business days after the determination of the Actual Closing Net Tangible Assets Amount, the amount by which the Holdback is less than the Net Tangible Assets Amount Shortfall by wire transfer or delivery of other immediately available funds. If the Actual Closing Net Tangible Assets Amount is greater than $189,555,220 (which such agreementamount has been determined based on the calculation set forth in the Financial Statements Schedule under the heading "Calculation of Net Tangible Assets Amount"), pay the Sellers shall be entitled to receive the amount of any increase in such excess (the Initial Purchase Price pursuant "Net --- Tangible Assets Amount Overage"). In such case, the Purchasers shall pay to the Pre-Closing Adjustment to Seller, or Seller shall------------------------------ Sellers, within two (2) business days after the determination of such agreementthe Actual Closing Net Tangible Assets Amount, pay the Net Tangible Assets Amount Overage by wire transfer or delivery of other immediately available funds. All payments made pursuant to this Section 2.2(a)(ii) shall be an adjustment to the portion ------------------ of the Purchase Price attributed to the Acquired Other Assets of BESI set forth on the Schedule of Sellers. ------------------- (iii) If the Actual Accounts Receivable Amount is less than the Estimated Accounts Receivable Amount, the Purchasers shall be entitled to receive from the Holdback the amount of any decrease such shortfall (the "Accounts Receivable Amount -------------------------- Shortfall"); provided however, that if the amount then left in the Initial Purchase Price pursuant Holdback is --------- -------- ------- less than the amount of the Accounts Receivable Amount Shortfall, the Sellers shall pay to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shallPurchasers, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, after the determination of the Accountant Actual Accounts Receivable Amount, the amount by which the Holdback is less than the Accounts Receivable Amount Shortfall by wire transfer or delivery of other immediately available funds. If the amounts Actual Accounts Receivable Amount is greater than the Estimated Accounts Receivable Amount, the Sellers shall be entitled to receive the amount of such excess (the Pre-Closing Adjustments and/or "Accounts -------- Receivable Amount Overage"). In such case, the Year-End Bonus Adjustment (subject Purchasers shall pay to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall------------------------- Sellers, within two (2) business days of such final after the determination by the Accountant, pay the amount of the increase in Actual Accounts Receivable Amount, the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, Accounts Receivable Amount Overage by wire transfer or Seller shall, within two (2) business days delivery of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may beother immediately available funds. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party All payments made pursuant to this Section 2.1(a)(iii2.2(a)(iii) that are not paid when due shall bear interest at be an adjustment to the rate portion of 10% per annum from ------------------- the date required Purchase Price attributed to be paid hereunder.the Acquired Other Assets of BESI set forth on the Schedule of Sellers. -------------------

Purchase Price Adjustments. (a) Within sixty (60) days after the Closing Date, the Sellers shall prepare and deliver to the Buyer audited statements of the Acquired Assets and Assumed Obligations of the Businesses as of the close of business on the day immediately preceding the Closing Date (the "Closing Balance Sheets"). The Purchase Price Closing Balance Sheets shall be increased or decreased prepared in accordance with GAAP applied on a basis consistent with the December Balance Sheets (as provided defined in SCHEDULE 2.1(A)(IIISection 5.5), except that (i) the Closing Balance Sheets will not contain an accrued liability for any pending purchase order for capital equipment that has not been delivered and put in use as of the Closing Date and (ii) the Closing Balance Sheets will not record a book value for any fixed assets that were recorded on the December Balance Sheets at no book value. In addition, except as may be otherwise agreed by the Buyer, there shall be no changes to the methodologies and assumptions used to prepare the reserves and contract estimates reflected on the Closing Balance Sheets as compared to the methodologies and assumptions used to prepare the December Balance Sheets. For those items, if any, where the December Balance Sheets were not prepared in accordance with GAAP, the Closing Balance Sheets will be prepared in accordance with GAAP and not on the same basis as the December Balance Sheets. (b) When the Sellers deliver the Closing Balance Sheets, the Sellers shall also deliver a certificate (i) certifying that the Closing Balance Sheets were prepared in accordance with paragraph (a) above, and (ii) containing the Sellers' calculations, based on the Closing Balance Sheets and calculated in a manner consistent with the Model Statement (as defined below) (the "ADJUSTMENT SCHEDULESellers' Proposed Calculations") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (), of the Net Assets as such terms are defined and described therein). No later than seven (7) days prior to of the Closing Date, Seller shall deliver to Parent Seller's calculation . As used in this Agreement "Net Assets" means the difference of (x) the book value of the adjustment required under total assets of the Adjustment Schedule Businesses constituting the Acquired Assets less ("SELLER'S ADJUSTMENT NOTICE"y) together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior the book value of the total liabilities of the Businesses constituting the Assumed Obligations, after giving effect to the Closing that it disputes the calculation and/or methodology contained adjustments referred to in Seller's Adjustment Notice, then the amounts paragraph (a) above. Attached hereto as Schedule 3.2 is a preliminary statement of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount Net Assets as of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 1997, based upon the December Balance Sheets and shall be subject to additional adjustment based on final 2004 revenues, all the procedures for calculating Net Assets as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties above (the "ACCOUNTANTModel Statement"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder.

Purchase Price Adjustments. (a) The Base Purchase Price has been agreed to by the Parties on the assumption that as of the Closing Date the Company shall have no Bank Indebtedness. To the extent that as of the Closing Date, the Company shall have outstanding Bank Indebtedness, the cash portion of the Initial Cash Closing Payment payable at Closing shall be increased or decreased reduced by the amount of such Bank Indebtedness. (b) Promptly following the Closing Date (but in any event within ninety (90) days after the Closing Date), the Purchaser shall prepare and deliver to the Shareholders a pro-forma balance sheet of the Company as provided of the Closing Date, prepared in SCHEDULE 2.1(A)(IIIaccordance with GAAP, applied in accordance with the past practices of the Company (the “Closing Balance Sheet”). The Closing Balance Sheet shall include an identification of the Working Capital of the Company as of the Closing Date. (c) Subject to Section 1.4(d) below, in the event that the Working Capital set forth in the Closing Balance Sheet is less than $750,000 (the “Minimum Working Capital Amount”) (such deficiency hereafter referred to as the "ADJUSTMENT SCHEDULE"“Deficit Working Capital Amount”), the Purchaser shall deduct and set-off against the Subsequent Closing Cash Payment due to the Shareholders an amount equal to the Deficit Working Capital Amount and shall pay such net amount to Shareholders in immediately available funds within ten (10) both for "PRE-CLOSING ADJUSTMENTS" Business Days after the end of the Response Period or, in the event the Shareholders have delivered to the Purchaser a timely Objection Notice under Section 1.5, within ten (10) Business Days after the final determination of the Independent Accountants pursuant to Section 1.5(d). (d) In the event that the Deficit Working Capital Amount exceeds the Subsequent Closing Cash Payment, no Subsequent Closing Cash Payment shall be due to the Shareholders, and the full amount of such excess shall be paid by Shareholders to Purchaser in immediately available funds within ten (10) Business Days after the end of the Response Period or, in the event the Shareholders have delivered to the Purchaser a "YEAR-END BONUS ADJUSTMENT" timely Objection Notice under Section 1.5, within ten (10) Business Days after the final determination of the Independent Accountants pursuant to Section 1.5(d). (e) In the event that the Company’s Working Capital set forth in the Closing Balance Sheet is greater than the Minimum Working Capital Amount (such excess hereafter referred to as the “Excess Working Capital Amount”), the Subsequent Closing Cash Payment shall be equal to the sum of the Subsequent Closing Cash Payment and the Excess Working Capital Amount and shall be paid by Purchaser to Shareholders in immediately available funds within ten (10) Business Days of the Response Period or, in the event the Shareholders have delivered to the Purchaser a timely Objection Notice under Section 1.5, within five (10) Business Days after the final determination of the Independent Accountants pursuant to Section 1.5(d). (f) On or about the first anniversary date of the Closing Date, the Purchaser shall cause to be prepared and delivered to the Shareholder a reconciliation of the actual accounts receivables collected and payables disbursed to those included in the calculation of Working Capital as of the Closing Date Balance Sheet. If the actual Working Capital converting to cash was more than originally estimated, Purchaser shall remit to Shareholder such terms are defined and described therein)excess in immediately available funds within ten (10) business days after such determination. No later If the actual Working Capital converting to cash was less than seven originally estimated, Shareholder shall remit to Purchaser such shortfall in immediately available funds within ten (710) business days after such determination. (g) If a claim is settled (by contract, arbitration, mediation, adjudication, or other means) on behalf of the Company relating to the bankruptcy or reorganization of a customer’s payment(s) occurring prior to the Closing Date, Seller Shareholders shall deliver remit to Parent Seller's calculation Purchaser any amount paid by Purchaser to settle such claim, including legal fees associated with such settlement. (h) The Closing Date Balance Sheet shall be derived from the balance sheet of the adjustment required under Company as of the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to close of business on the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and Date in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunderGAAP.