Common use of Purchase Price and Adjustments Clause in Contracts

Purchase Price and Adjustments. 2.2.1 The total purchase price for the Shares (the "Purchase Price") shall be an amount equal to One Million Eight Hundred Thousand Dollars ($1,800,000), subject to adjustment, as provided below. 2.2.2 The Purchase Price shall be paid as follows: 2.2.2.1 Buyer shall wire $800,000 in immediately available United States funds (the "Escrow Funds") to an escrow account of JP Morgan Chase Bank on the date the Purchase Agreement is executed xx xxx xxrxxxx and becomes a binding document on such parties, such Escrow Funds to be held in such account and released to Seller at Closing (the "Closing Date Payment") or otherwise shall be released in accordance with the terms of the Escrow Agreement. Notwithstanding the foregoing, the amount of the Closing Date Payment shall be reduced by an amount (the "Closing Date Payment Adjustment"), if positive, equal to the sum of (i) the dollar amount all dividends or distributions made by the Company to the Seller from June 11, 2005 to and including the Closing Date, plus (ii) the dollar amount of all expenses or payables of any party other than Company paid by the Company from June 11, 2005 to and including the Closing Date, less (iii) the Company's cash balance as of the end of business on June 10, 2005. 2.2.2.2 Buyer shall pay the remainder of the Purchase Price in two equal payments of $500,000 each, in cash, one such payment on September 1, 2005 (the "September Payment") and one on January 31, 2006 (the "January Payment"). 2.2.3 Buyer shall deliver to Seller at Closing a non-interest bearing, promissory note ("Note"), in the form attached hereto as Exhibit A, evidencing the obligation by Seller to pay to Buyer the September and January Payments. The Note shall be secured by a pledge of the Company's capital stock, to be evidenced by a pledge agreement from Buyer in favor of Seller in the form attached hereto as Exhibit B (the "Pledge Agreement"). 2.2.4 Not later than thirty (30) days after the Closing Date, Buyer shall calculate the Net Working Capital as of June 11, 2005 and shall provide Seller with a written copy of such calculation. Such calculation shall be definitive and binding upon the parties unless Seller shall give Buyer written notice of its objection to such calculation within thirty days after the receipt thereof (an "Objection Notice"). If Seller delivers an Objection Notice, the parties shall negotiate in good faith to resolve all disputes regarding the Net Working Capital. If the parties can not resolve such a dispute they shall mutually agree upon a nationally or regionally recognized accounting firm to determine the Net Working Capital, whose decision, absent manifest error, shall be binding upon the parties. 2.2.5 To the extent the Net Working Capital as of June 11, 2005 is less than $77,760 (the amount of any such difference referred to as the "Purchase Price Reduction Amount"), the Purchase Price, shall be reduced, dollar for dollar, by the Purchase Price Reduction Amount. To the extent the Net Working Capital as of the date hereof is greater than $95,040 (the amount of any such difference referred to as the "Purchase Price Increase Amount") the Purchase Price, shall be increased, dollar for dollar, by such amount. The September Payment shall be reduced by amount equal to the Purchase Price Reduction Amount, if any, and if the Purchase Price Reduction Amount is greater than $500,000 then the September Payment shall be reduced to $0 and the January Payment shall be reduced by the difference between the Purchase Price Reduction Amount and $500,000. The amount of the Purchase Price Increase Amount, if any, shall be paid at the time the September Payment is due. 2.2.6 Nothing contained in this Section 2.2 shall be interpreted to limit the indemnification provisions contained in Section 9 hereof except that to the extent the Net Working Capital calculation includes an amount for an item, such amount and item can not form the basis of a claim for indemnification under Section 9.

Purchase Price and Adjustments. 2.2.1 The Subject to the other terms and conditions of this Agreement, the total purchase price for the Shares Equity Interests (the "“Purchase Price"”) shall consist of the items set forth in Section 2.2.2 of which $25,000 shall be an amount equal allocated to One Million Eight Hundred Thousand Dollars ($1,800,000), subject the Restrictive Covenants in Section 9.6 hereof and the balance to adjustment, as provided belowthe purchase of the Equity Interests. 2.2.2 The Purchase Price shall be paid as follows: 2.2.2.1 Buyer shall wire pay One Million Dollars ($800,000 in immediately available United States funds 1,000,000) (the "Escrow Funds") to an escrow account of JP Morgan Chase Bank on the date the Purchase Agreement is executed xx xxx xxrxxxx and becomes a binding document on such parties, such Escrow Funds to be held in such account and released to Seller at Closing (the "“Closing Date Payment"”) to Seller, by wire transfer on the Closing Date, less: (a) the Company’s Obligations under any employee retention or bonus plan or to satisfy any severance, parachute or employee closing bonuses (if any) or otherwise shall be released in accordance with the terms other Obligations that are accelerated or due as a result of the Escrow Agreement. Notwithstanding Transaction, (b) less satisfaction of any and all outstanding Obligations of the foregoing, the amount Company to Seller or their respective Related Parties as of the Closing Date Payment shall be reduced by an amount (c) any payments required to deliver the "Closing Date Payment Adjustment")Assets of the Company free and clear of all liens (d) all long term liabilities and (e) any reduction in accordance with Section 2.2.3.1 hereof. (a) An earn-out, if positiveearned, equal to five (5) times the sum EBITDA of (i) the dollar amount all dividends or distributions made by the Company to for the Seller from June 11, 2005 to and including the Closing Date, plus (ii) the dollar amount of all expenses or payables of any party other than Company paid by the Company from June 11, 2005 to and including the Closing Date, less (iii) the Company's cash balance as of the end of business on June 10, 2005. 2.2.2.2 Buyer shall pay the remainder of the Purchase Price in two equal payments of $500,000 each, in cash, one such payment on September period beginning April 1, 2005 (the "September Payment") 2006 and one on January ending December 31, 2006 (the "January Payment"“First Earn-Out Term”) divided by 9 and multiplied by 12 (such payment, the “First Earn-Out”) and (b) an earn-out, if earned, equal to the product of five (5) times the difference between the Company’s EBITDA for calendar year 2007 (the “Second Earn-Out Term”) less the Company’s EBITDA for calendar year 2006 (annualized as set forth above) (the “Second Earn-Out”). 2.2.3 . Buyer shall deliver to Seller at Closing a non-interest bearing, promissory note ("Note"), in determine the form attached hereto as Exhibit A, evidencing the obligation by Seller to pay to Buyer the September and January Payments. The Note shall be secured by a pledge amount of the Company's capital stock, to be evidenced by a pledge agreement from Buyer in favor of Seller in the form attached hereto as Exhibit B (the "Pledge Agreement"). 2.2.4 Not later than First Earn-Out and Second Earn-Out within thirty (30) days of the completion of the audit of its financial statements for Company (but not later than 120 days after the Closing DateCompany’s fiscal year end), for calendar years 2006 and 2007 respectively at which time the Buyer shall calculate deliver to the Net Working Capital as Seller a statement reflecting the relevant EBITDA calculation and the applicable calculation of June 11, 2005 the earn-out based on Buyer’s audited financials for each of the calendar years 2006 and shall provide Seller with a written copy of 2007 (each such calculation, an “Earn-Out Calculation”). Such calculation If Seller does not provide written notice to the Buyer (the “Dispute Notice”) disputing the Earn-Out Calculation for each year within thirty days after delivery thereof, then the applicable Earn-Out Calculation shall be definitive final and binding upon the parties unless parties. If, on the other hand, the Seller does provide the Dispute Notice within the time period set forth in the preceding sentence, the Buyer and Seller shall give Buyer written notice submit the dispute to the Accounting Firm to resolve, using the procedures set forth in Section 2.2.3.5. The costs and expenses of its objection to such calculation within thirty days after the receipt thereof (an "Objection Notice"). If Seller delivers an Objection Notice, Accounting Firm in connection with resolving the parties shall negotiate in good faith to resolve all disputes regarding the Net Working Capital. If the parties can not resolve such a dispute they shall mutually agree upon a nationally or regionally recognized accounting firm to determine the Net Working Capital, whose decision, absent manifest error, shall be borne equally by Buyer, on the one hand, and the Seller, on the other hand. The determination of the Accounting Firm shall be final and binding upon the parties. The earn-outs, if earned and determined as set forth above, shall be paid as follows: The First Earn-Out shall be paid in cash within thirty (30) days of the determination of such earn-out and the Second Earn-Out shall be paid seventy-five per cent (75%) in cash within thirty (30) days of the determination of such earn-out and twenty five per cent (25%) shall be payable in shares of unregistered common stock of the Buyer to the Seller (the total number of shares to be determined by using the arithmetic average of the closing sales price per share of Buyer’s common stock as reported on the Nasdaq stock market or other applicable stock market for the last ten trading days of the calendar year immediately preceding the date Buyer’s auditors have completed their audit of Buyer’s financial statements for the applicable calendar year). The number of shares of unregistered common stock of Buyer that may be payable to Seller shall not exceed 9.9% of the outstanding shares of Buyer’s common stock as measured on the Effective Date and to the extent the number of shares payable exceeds 9.9%, the difference shall be paid in cash by Buyer to Seller. Buyer may set-off against any portion of the First Earn-Out and Second Earn-Out to satisfy indemnity obligations of Seller in Section 10. Seller’s right to receive the First Earn-Out and Second Earn-Out shall be subordinated to the rights of Buyer’s primary lender. 2.2.5 2.2.2.3 In the event an Earn-Out Calculation becomes final and binding making an Earn-Out payable, to the extent there is no good faith set off by Buyer under Section 10.6 hereof, interest shall accrue on such balance at the interest rate set forth in Section 10.3.3. hereof. 2.2.2.4 In the event Seller is requested by Buyer after the Effective Date to perform services for Buyer that are unrelated to Company and would have a material adverse impact on the EBITDA of Company for purposes of calculating the Earn-Out, Buyer and Seller shall negotiate whether Seller should provide such requested services and whether the Earn-Out Calculation should be modified accordingly. 2.2.3 Seller shall deliver to Buyer an estimate of the Working Capital (the “Estimated Working Capital”) of the Company on the Effective Date as set forth on Schedule 2.2.3 attached hereto. 2.2.3.1 To the extent the Net Estimated Working Capital as of June 11, 2005 is less than $77,760 zero (the amount of any such difference referred to as the "Purchase Price Reduction “Required Amount"”), the Purchase Price, Closing Date Payment shall be reduced, dollar for dollar, by the Purchase Price Reduction Amounteach deficiency. To the extent the Net Estimated Working Capital exceeds the Required Amount, the Company shall distribute such excess Working Capital to the Seller. Seller shall be fully liable for any and all Taxes relating to such distributions. To the extent such distribution includes Accounts Receivable, the parties acknowledge that Buyer is not required to advance payment on such Accounts Receivable prior to the collection and receipt of payment thereon. 2.2.3.2 Within ninety (90) days after the Closing Date, the Buyer shall (i) review and/or conduct agreed upon procedures upon the components of the Estimated Working Capital and prepare detailed statements (the “Actual Working Capital Statement”) of its calculation of the actual components of the Estimated Working Capital (“Actual Working Capital”) and (ii) deliver the Actual Working Capital Statement for the Company to Seller. Seller shall have a thirty day period to review such Actual Working Capital Statements and during such period the Buyer shall share its work papers with Seller or its professional advisers and to make itself reasonably available to Seller and its professional advisers for Seller’s review of the Actual Working Capital Statement. 2.2.3.3 If Seller disputes an Actual Working Capital Statement, it shall deliver a notice to the Buyer no later than thirty days after their receipt of such Actual Working Capital Statement (the “Actual Working Capital Dispute Notice”). Seller shall set forth in detail in the Actual Working Capital Dispute Notice the basis for their disagreement with the calculations of the Actual Working Capital. If Seller fails to deliver the Actual Working Capital Dispute Notice within the allotted time period, Seller shall have been deemed to have agreed to the calculations of the Actual Working Capital prepared by the Buyer, which calculations shall be final, conclusive and binding upon the parties. 2.2.3.4 If Seller disputes a statement of Actual Working Capital within the allotted time period, the parties in good faith will attempt to jointly resolve any dispute during the thirty day period following the delivery of the Actual Working Capital Dispute Notice. If the Buyer and Seller can resolve their dispute, they shall memorialize their agreement in writing and such mutually agreed upon figure(s) shall be final, conclusive and binding upon all of the parties. 2.2.3.5 If the Buyer and Seller cannot resolve the dispute to their mutual satisfaction, the Buyer and Seller shall engage the Accounting Firm, to determine the Working Capital balance of the Company, as of the date hereof Closing Date. The costs and expenses of the Accounting Firm shall be borne equally, but severally, by the Buyer, on the one hand, and Seller, on the other hand. To the extent that the Accounting Firm desires the parties to this Agreement to meet in person, the parties shall choose a mutually acceptable location for such meeting. Each of the Buyer and Seller shall cause their accounting professional advisers to provide the Accounting Firm such of their respective work papers as may be requested by the Accounting Firm. The Accounting Firm shall be requested to complete their engagement within forty-five days of being retained by the Buyer and Seller. The determination of the Accounting Firm shall be final, binding and conclusive upon the parties. 2.2.3.6 The final determination of the Actual Working Capital of the Company, on the Closing Date pursuant to this Section shall be referred to herein as the “Final Working Capital”. If the Final Working Capital of the Company is greater less than $95,040 the corresponding Estimated Working Capital (the amount of any “Negative Working Capital Balance”), such difference referred to as the "Purchase Price Increase Amount") the Purchase Price, Negative Working Capital Balance shall be increased, dollar for dollar, by such amount. The September Payment shall be reduced by amount equal paid to the Purchase Price Reduction Amount, if any, and if the Purchase Price Reduction Amount is greater than $500,000 then the September Payment shall be reduced to $0 and the January Payment shall be reduced Buyer by the difference between Seller (as a joint and several obligation) in immediately available funds to the Purchase Price Reduction Amount and $500,000extent no reduction had been made to the Closing Date Payment under Section 2.2.2.1 (e). The amount If the Final Working Capital of the Purchase Price Increase AmountCompany is in excess of the Estimated Working Capital (“Positive Working Capital Balance”), if anysuch Positive Working Capital Balance, shall be paid at to Seller from collections of the time the September Payment is due. 2.2.6 Nothing contained in this Section 2.2 shall be interpreted to limit the indemnification provisions contained in Section 9 hereof except that Company’s Accounts Receivable shown on Schedule 2.2.3 within thirty (30) days of collection to the extent such Accounts Receivable are collected in the Net Working Capital calculation includes an amount for an item, 180 day period following Closing. Buyer shall use commercially reasonable efforts to collect such amount and item can not form the basis of a claim for indemnification under Section 9Accounts Receivable.

Purchase Price and Adjustments. 2.2.1 The total purchase price for In consideration of the Shares transfer of the Business and Assets of PLATO to Inclusion hereunder, and subject to the terms and conditions herein, (a) Inclusion shall assume the Assumed Liabilities (b) PLATO shall receive at Closing, 4,735,714 shares of newly issued common stock in a publicly traded company ("PubCo Shares") to be acquired by Inclusion ("PubCo") whose shares are traded on the Over-the-Counter Bulletin Board ("OTCBB") subject to adjustment as set forth below (the "Purchase Price") ); provided however, that 500,000 of these PubCo shares shall be an placed in escrow with a third party, pursuant to a Retention Agreement, for a period of six months. Inclusion, may at its discretion, issue up to 40% of the PubCo Shares in the form of a fully paid up warrant convertible at any time into PubCo Shares within 12 months of Closing. (c) In the event that any accounts receivable of PLATO existing as of the Closing Date is not fully collected within 180 days thereafter, the Purchase Price for PLATO shall be deemed to be reduced by the total amount equal to One Million Eight Hundred Thousand Dollars of all such uncollected accounts receivable (d) In the event that 150 days following the Closing Date, the debt of PLATO, as defined below, shall exceed $1,800,000(none), subject to adjustment, as provided below. 2.2.2 The the Purchase Price shall be paid as follows: 2.2.2.1 Buyer shall wire $800,000 in immediately available United States funds (the "Escrow Funds") to an escrow account of JP Morgan Chase Bank on the date the Purchase Agreement is executed xx xxx xxrxxxx and becomes a binding document on such parties, such Escrow Funds deemed to be held in such account and released to Seller at Closing reduced by the amount that the debt exceeds $(none). For the "Closing Date Payment") or otherwise purposes of this section, PLATO's debt shall be released in accordance with defined as long term (including the terms current portion of long-term debt) notes payable, bank debt, capital leases, (excluding real estate leases) and the amount of current accounts payable as of the Escrow Agreement. Notwithstanding Closing Date. (e) In the foregoing, the amount event that any accounts receivable of Inclusion existing as of the Closing Date Payment is not fully collected within 180 days thereafter, the Purchase Price for PLATO shall be reduced deemed to be increased by an 1.857 times the total amount of all such uncollected accounts receivable. (f) In the "Closing Date Payment Adjustment"), if positive, equal to the sum of (i) the dollar amount all dividends or distributions made by the Company to the Seller from June 11, 2005 to and including event that 150 days following the Closing Date, plus the debt of Inclusion, as defined below, shall exceed $(iinone), the Purchase Price for PLATO shall be deemed to be increased by 1.857 times the amount that the debt exceeds $(none). For the purposes of this section, Inclusion's debt shall be defined as long term (including the current portion of long-term debt) notes payable, bank debt, capital leases, (excluding real estate leases) and the dollar amount of all expenses or payables current accounts payable as of any party other than Company paid by the Company from June 11, 2005 to and including the Closing Date, less . (iiig) In the Company's cash balance as event that the actual average price of PubCo shares for the month preceding the first anniversary of the end of business on June 10, 2005. 2.2.2.2 Buyer shall pay the remainder of the Purchase Price in two equal payments of $500,000 each, in cash, one such payment on September 1, 2005 (the "September Payment") and one on January 31, 2006 (the "January Payment"). 2.2.3 Buyer shall deliver to Seller at Closing a non-interest bearing, promissory note ("Note"), in the form attached hereto as Exhibit A, evidencing the obligation by Seller to pay to Buyer the September and January Payments. The Note shall be secured by a pledge of the Company's capital stock, to be evidenced by a pledge agreement from Buyer in favor of Seller in the form attached hereto as Exhibit B (the "Pledge Agreement"). 2.2.4 Not later than thirty (30) days after the Closing Date, Buyer shall calculate the Net Working Capital as of June 11, 2005 and shall provide Seller with a written copy of such calculation. Such calculation shall be definitive and binding upon the parties unless Seller shall give Buyer written notice of its objection to such calculation within thirty days after the receipt thereof (an "Objection Notice"). If Seller delivers an Objection Notice, the parties shall negotiate in good faith to resolve all disputes regarding the Net Working Capital. If the parties can not resolve such a dispute they shall mutually agree upon a nationally or regionally recognized accounting firm to determine the Net Working Capital, whose decision, absent manifest error, shall be binding upon the parties. 2.2.5 To the extent the Net Working Capital as of June 11, 2005 Date is less than $77,760 (the amount of any such difference referred to as the "Purchase Price Reduction Amount")2 per share, the Purchase Price, Price shall be reducedincreased proportionately to compensate for the amount by which the actual average share price is less than $2. For example, dollar for dollarif the actual average share price as defined in this section is $1 i.e. 50% of $2, by then the Purchase Price Reduction Amount. To the extent the Net Working Capital as of the date hereof is greater than $95,040 (the amount of any such difference referred will be doubled from 4,735,714 to as the "Purchase Price Increase Amount") the Purchase Price, shall be increased, dollar for dollar, by such amount. The September Payment shall be reduced by amount equal to the Purchase Price Reduction Amount, if any, and if the Purchase Price Reduction Amount is greater than $500,000 then the September Payment shall be reduced to $0 and the January Payment shall be reduced by the difference between the Purchase Price Reduction Amount and $500,000. The amount of the Purchase Price Increase Amount, if any, shall be paid at the time the September Payment is due9,471,428 shares. 2.2.6 Nothing contained in this Section 2.2 shall be interpreted to limit the indemnification provisions contained in Section 9 hereof except that to the extent the Net Working Capital calculation includes an amount for an item, such amount and item can not form the basis of a claim for indemnification under Section 9.

Purchase Price and Adjustments. 2.2.1 The Subject to the other terms and conditions of this Agreement, the total purchase price for the Shares Equity Interests (the "“Purchase Price"”) shall consist of the items set forth in Section 2.2.2 of which $10,000 shall be an amount equal allocated to One Million Eight Hundred Thousand Dollars ($1,800,000), subject the Restrictive Covenants in Section 9.5 hereof and the balance to adjustment, as provided belowthe purchase of the Equity Interests. 2.2.2 The Purchase Price shall be paid as follows: 2.2.2.1 The Buyer shall wire $800,000 in immediately available United States funds pay (the "“Closing Date Payment”) to Seller, by wire transfer on the Closing Date, an amount equal to Eight Million Four Hundred Thousand Dollars ($8,400,000) (a) less the Maple Companies Obligations under any employee retention or bonus plan or to satisfy any severance, parachute or employee closing bonuses (if any) or other Obligations that are accelerated as a result of the Transaction, (b) less satisfaction of any and all outstanding Obligations of the Maple Companies to Seller or to the Shareholders or their respective Related Parties as of the Closing Date, (c) less satisfaction of any and all Obligations of the Maple Companies constituting long term debt (including the current portion thereof) as of the Closing Date, (d) less Eight Hundred Forty Thousand Dollars ($840,000) (“Escrow Funds") Amount”), which sum shall be wired at closing to an escrow account of JP Morgan Chase Bank on the date the Purchase Agreement is executed xx xxx xxrxxxx with a mutually agreed upon escrow agent as security for one year from Closing for any indemnification obligations pursuant to Section 10 and becomes a binding document on such parties, such Escrow Funds to be held in such account and released to Seller at Closing (the "Closing Date Payment") or otherwise which sum shall be released in accordance with subject to the terms of the Escrow Agreement. Notwithstanding the foregoing, the amount of the Closing Date Payment shall be reduced by an amount and (the "Closing Date Payment Adjustment")e) less any reduction in accordance with Section 2.2.3.1 hereof. 2.2.2.2 A payment, if positiveearned, equal to the sum of (ix) six (6) times (y) the dollar amount all dividends or distributions made by the Company to the Seller from June 11, 2005 to and including the Closing Date, plus (ii) the dollar amount EBITDA of all expenses or payables of any party other than Company paid by the Company from June 11, 2005 to and including the Closing Date, less (iii) the Company's cash balance as of the end of business on June 10, 2005. 2.2.2.2 Buyer shall pay the remainder of the Purchase Price Maple Star in two equal payments excess of $500,000 each, in cash, one such payment on September 879,237 for the twelve (12) month period following July 1, 2005 (the "September Payment"“Earn Out Term”) and one on January 31, 2006 to the extent such excess is a direct result of an increase in reimbursement rates from existing Maple Star payers as of Closing (the "January Payment"“Earn Out”). 2.2.3 ; provided, however, that the Earn Out payment shall be a maximum of the lower of: (x) $2,000,000 or (y) the total EBITDA of Maple Star and Maple Services during the Earn Out Term less $1,400,000 with the difference multiplied by six (6). Such payments are to be made within 30 days of the filing of Buyer’s next quarterly SEC filing following the expiration of the Earn Out Term. The Buyer shall deliver to the Seller, along with the Earn Out payment, if any, a statement reflecting the relevant EBITDA calculation (the “Earn Out Calculation”). If Seller at Closing a non-interest bearingdoes not provide written notice to the Buyer (the “Dispute Notice”) disputing the Earn Out Calculation within thirty days after delivery thereof, promissory note ("Note"), in then the form attached hereto as Exhibit A, evidencing the obligation by Seller to pay to Buyer the September and January Payments. The Note Earn Out Calculation shall be secured by a pledge of the Company's capital stock, to be evidenced by a pledge agreement from Buyer in favor of Seller in the form attached hereto as Exhibit B (the "Pledge Agreement"). 2.2.4 Not later than thirty (30) days after the Closing Date, Buyer shall calculate the Net Working Capital as of June 11, 2005 and shall provide Seller with a written copy of such calculation. Such calculation shall be definitive final and binding upon the parties unless parties. If, on the other hand, the Seller does provide the Dispute Notice within the time period set forth in the preceding sentence, the Buyer and Seller shall give Buyer written notice submit the dispute to the Accounting Firm (defined in Section 2.2.3.5 below) to resolve. The costs and expenses of its objection to such calculation within thirty days after the receipt thereof (an "Objection Notice"). If Seller delivers an Objection Notice, Accounting Firm in connection with resolving the parties shall negotiate in good faith to resolve all disputes regarding the Net Working Capital. If the parties can not resolve such a dispute they shall mutually agree upon a nationally or regionally recognized accounting firm to determine the Net Working Capital, whose decision, absent manifest error, shall be borne equally by Buyer, on the one hand, and the Seller, on the other hand. The determination of the Accounting Firm shall be final and binding upon the parties. If the Accounting Firm determines the Earn Out payment should have been adjusted, Seller or Buyer, as applicable, shall receive a payment equal to the difference between the Accounting Firm’s determination of the Earn Out payment and the Buyer’s calculation of the Earn Out payment. Such payment shall be made within 10 days after the Accounting Firm’s final determination is communicated in writing to the Buyer and the Seller. 2.2.5 2.2.3 Seller shall deliver to Buyer an estimate of the Working Capital (the “Estimated Working Capital”) of each of the Maple Companies, MS Colorado and MS Oregon as of the Effective Date and which is set forth on Schedule 2.2.3 attached hereto. 2.2.3.1 To the extent the Net Estimated Working Capital as of June 11, 2005 is less than $77,760 432,561 with respect to the Maple Companies, $167,042 with respect to MS Colorado and $200,397 with respect to MS Oregon (the amount of any such difference referred to as the "Purchase Price Reduction each a “Target Working Capital Amount"”), the Purchase Price, Closing Date Payment shall be reduced, dollar for dollar, by each deficiency. To the Purchase Price Reduction Amountextent there is a deficiency with respect to MS Colorado and/or MS Oregon, the Buyer, at Closing, shall make a corresponding working capital contribution in the amount of such deficiency to MS Colorado and/or MS Oregon, as applicable. To the extent the Net Estimated Working Capital with respect to the Maple Companies exceeds the Target Working Capital Amount, the Maple Companies shall distribute such excess Working Capital to the Seller. Seller shall be fully liable for any and all Taxes relating to such distributions. To the extent such distribution includes Accounts Receivable, the parties acknowledge that Buyer is not required to advance payment on such Accounts Receivable prior to the collection and receipt of payment thereon and provided further, that, Buyer shall be entitled to withhold payment on such collections on a dollar for dollar basis to the extent any billing issues set forth as Schedule 3.10 directly or indirectly create any collection issues for services rendered by the Maple Companies post-Closing. 2.2.3.2 Within ninety (90) days after the Closing Date, the Buyer shall (i) review and/or conduct agreed upon procedures upon the components of the Estimated Working Capital and prepare detailed statements (the “Actual Working Capital Statement”) of its calculation of the actual components of the Estimated Working Capital (“Actual Working Capital”) and (ii) deliver the Actual Working Capital Statement for each of the Maple Companies, MS Colorado and MS Oregon to Seller. Seller shall have a thirty day period to review such Actual Working Capital Statements and during such period the Buyer shall share its work papers with Seller or its professional advisers and to make itself reasonably available to Seller and its professional advisers for Seller’s review of the Actual Working Capital Statements. 2.2.3.3 If Seller disputes an Actual Working Capital Statement, it shall deliver a notice to the Buyer no later than thirty days after their receipt of such Actual Working Capital Statement (the “Actual Working Capital Dispute Notice”). Seller shall set forth in detail in the Actual Working Capital Dispute Notice the basis for their disagreement with the calculations of the Actual Working Capital. If Seller fails to deliver the Actual Working Capital Dispute Notice within the allotted time period, Seller shall have been deemed to have agreed to the calculations of the Actual Working Capital prepared by the Buyer, which calculations shall be final, conclusive and binding upon the parties. 2.2.3.4 If Seller disputes a statement of Actual Working Capital within the allotted time period, the parties in good faith will attempt to jointly resolve any dispute during the thirty day period following the delivery of the Actual Working Capital Dispute Notice. If the Buyer and Seller can resolve their dispute, they shall memorialize their agreement in writing and such mutually agreed upon figure(s) shall be final, conclusive and binding upon all of the parties. 2.2.3.5 If the Buyer and Seller cannot resolve the dispute to their mutual satisfaction, the Buyer and Seller shall engage Xxxxx Xxxxxxxx (“Accounting Firm”), or another mutually agreeable independent, qualified, nationally recognized and respected accounting firm, to determine the Working Capital balance of the Maple Companies, MS Colorado and MS Oregon, as applicable, as of the Effective Date. The costs and expenses of the Accounting Firm shall be borne equally, but severally, by the Buyer, on the one hand, and Seller, on the other hand. To the extent that the Accounting Firm desires the parties to this Agreement to meet in person, the parties shall choose a mutually acceptable location for such meeting. Each of the Buyer and Seller shall cause their accounting professional advisers to provide the Accounting Firm such of their respective work papers as may be requested by the Accounting Firm. The Accounting Firm shall be requested to complete their engagement within forty-five days of being retained by the Buyer and Seller. The determination of the Accounting Firm shall be final, binding and conclusive upon the parties. 2.2.3.6 The final determination of the Actual Working Capital of the Maple Companies, MS Colorado and MS Oregon on the Effective Date pursuant to this Section shall be referred to herein as the “Final Working Capital” for each such Entity. If the Final Working Capital any of the Maple Companies, MS Colorado or MS Oregon is less than the corresponding Estimated Working Capital (the “Negative Working Capital Balance”), such Negative Working Capital Balance shall be paid to the Buyer by the Seller and the Shareholders (as a joint and several obligation) in immediately available funds plus interest at an annual rate of 6% from the Effective Date until the date hereof is greater than $95,040 (of payment. To the extent MS Colorado and/or MS Oregon have a Negative Working Capital Balance, Buyer shall make a corresponding working capital contribution in the amount of any such difference referred Negative Working Capital Balance to MS Colorado and/or MS Oregon, as applicable. If the "Purchase Price Increase Amount") the Purchase Price, shall be increased, dollar for dollar, by such amount. The September Payment shall be reduced by amount equal to the Purchase Price Reduction Amount, if any, and if the Purchase Price Reduction Amount is greater than $500,000 then the September Payment shall be reduced to $0 and the January Payment shall be reduced by the difference between the Purchase Price Reduction Amount and $500,000. The amount Final Working Capital of the Purchase Price Increase AmountMaple Companies is in excess of the Estimated Working Capital for the Maple Companies (“Positive Working Capital Balance”), if anysuch Positive Working Capital Balance, shall be paid at to Seller from collections of the time Maple Companies’ Accounts Receivable shown on Schedule 3.10 to the September Payment extent such Accounts Receivable are collected in the 270 day period following Closing. Such collections shall be paid to Seller within 15 business days of receipt by the Maple Companies and only to the extent the amount of collections on such Accounts Receivable has exceeded (x) the Current Liabilities determined in the Final Working Capital and (y) the amount the Target Working Capital exceeds the Current Liabilities determined in the Final Working Capital. Notwithstanding anything to the contrary contained herein, for purposes of calculating Working Capital, the “deferred tax asset” for Maple Star shall not be considered. If within one year from the date hereof the deferred tax asset for Maple Star is dueactually realized or is realizable (except for any voluntary action taken by the Maple Companies subsequent to Closing), Buyer shall pay Seller the amount realized or realizable within 15 business days of such occurrence. Buyer shall use commercially reasonable efforts to collect such Accounts Receivable. To the extent the Final Working Capital of MS Colorado and MS Oregon is in excess of the Estimated Working Capital for such entities, no adjustment shall be made and such excess shall not be distributed or transferred by such entities to any other Person prior to Closing. 2.2.6 2.2.4 Nothing contained in this Section 2.2 shall be interpreted to limit the indemnification provisions contained in Section 9 hereof except that to the extent the Net Working Capital calculation includes an amount for an item, such amount and item can not form the basis of a claim for indemnification under Section 910 hereof.

Purchase Price and Adjustments. 2.2.1 The Subject to the other terms and conditions of this Agreement, the total purchase price for the Shares Equity Interests (the "“Purchase Price"”) shall consist of the items set forth in Section 2.2.2 of which $10,000 shall be an amount equal allocated to One Million Eight Hundred Thousand Dollars ($1,800,000), subject the Restrictive Covenants in Section 9.7 hereof and the balance to adjustment, the purchase of the Equity Interests. The Purchase Price shall be allocated between the AlphaCare Campanies as provided belowfollows: 86% to TFS and 14% to AC Resources. 2.2.2 The Subject to the other terms and conditions of this Agreement, the Purchase Price shall be paid as follows: 2.2.2.1 The Buyer shall wire $800,000 in immediately available United States funds pay (the "“Closing Date Payment”) to Seller, by wire transfer on the Closing Date, an amount equal to Four Million Seven Hundred and Twenty-Six Thousand and Nine Hundred and Twenty-Two Dollars ($4,726,922) (a) less the AlphaCare Companies Obligations under any employee retention or bonus plan or to satisfy any severance, parachute or employee closing bonuses (if any) or other Obligations that are accelerated as a result of the Transaction, (b) less satisfaction of any and all outstanding Obligations of the AlphaCare Companies to Seller or their respective Related Parties as of the Closing Date, (c) less satisfaction of any and all Obligations of the AlphaCare Companies constituting long term debt (including the current portion thereof) as of the Closing Date, and (d) less Four Hundred Seventy-Two Thousand Six Hundred and Ninety-Two Dollars ($472,692) (“Escrow Funds") Amount”), which sum shall be wired at closing to an escrow account with a mutually agreed upon escrow agent as security for eighteen (18) months for any indemnification obligations of JP Morgan Chase Bank on the date the Purchase Agreement is executed xx xxx xxrxxxx Seller pursuant to Section 10 and becomes a binding document on such parties, such Escrow Funds to be held in such account and released to Seller at Closing (the "Closing Date Payment") or otherwise which sum shall be released in accordance with subject to the terms of the Escrow Agreement. Notwithstanding the foregoing, the amount of the Closing Date Payment . 2.2.2.2 An earn-out (which shall be reduced by an amount (subordinated to the "Closing Date Payment Adjustment"Buyer’s principal lender), if positiveearned, equal to the sum of (a) (i) six (6) times the dollar amount all dividends or distributions made by EBITDA of the Company to AlphaCare Companies IFI Program for the Seller from June 11, 2005 to and including eighteen (18) month period following the Closing Date, (the “Earn Out Term”) plus (ii) three (3) times the dollar amount EBITDA of all expenses or payables the Alpha Care Companies Core Services Program during the Earn Out Term; times (b) six hundred sixty-seven thousandths (.667) (the “Earn Out”); provided, however, that the Earn Out payment shall not exceed (a) the total EBITDA of any party other than Company paid by the Company from June 11, 2005 to and including AlphaCare Companies during the Closing Date, Earn Out Term times (b) six hundred sixty-seven thousandths (.667) less (iiic) $854,487 with such difference multiplied by six (6). The Buyer shall deliver to the Company's cash balance as Seller a statement reflecting the relevant EBITDA calculation and a calculation of the Earn Out based on Buyer’s audited financials for fiscal years 2005 and 2006 and unaudited quarterly fiscals for 2006 (the “Earn Out Calculation”). Such statement shall be delivered to Seller within 45 days of the end of business the Earn Out Term. If Seller does not provide written notice to the Buyer (the “Dispute Notice”) disputing the Earn Out Calculation within thirty days after delivery thereof, then the Earn Out Calculation shall be final and binding upon the parties. If, on June 10the other hand, 2005. 2.2.2.2 the Seller does provide the Dispute Notice within the time period set forth in the preceding sentence, the Buyer and Seller shall pay submit the remainder dispute to the Accounting Firm to resolve. The costs and expenses of the Purchase Price Accounting Firm in two equal payments connection with resolving the dispute shall be borne equally by Buyer, on the one hand, and the Seller, on the other hand. The determination of $500,000 eachthe Accounting Firm shall be final and binding upon the parties. The Earn Out, if earned and determined as set forth above, shall be paid as follows: (i) one-third shall be payable in cash, one such payment on September 1, 2005 (the "September Payment") and one on January 31, 2006 (the "January Payment"). 2.2.3 Buyer shall deliver cash to Seller at Closing a nonwithin the earliest of (x) 60 days after the filing of Buyer’s Form 10-interest bearingQ for the first quarter of 2007 with the SEC or (y) 90 days following the end of the Earn Out Term; (ii) one-third shall be payable by delivery of unsecured, subordinated (in favor of Buyer’s principal lender only) Buyer promissory note ("Note"note(s), in the form attached hereto as Exhibit A2.2.2.2, evidencing in favor of Seller; and (iii) one-third shall be payable in shares of unregistered common stock of the obligation Buyer to the Seller (the total number of shares to be determined by Seller to pay to Buyer the September and January Paymentsarithmetic average of the closing sales price per share of Buyer’s common stock as reported on the Nasdaq stock market for the ten trading days immediately preceding the date the cash payment in (i) above is payable). The Note shares in (iii) above shall be secured by a pledge of the Company's capital stockpledged upon issuance to Buyer, pursuant to be evidenced by a pledge agreement from Buyer in favor of Seller in the form attached hereto as Exhibit B (2.2.2.2, for twelve months to secure the "Pledge Agreement"). 2.2.4 Not later than thirty (30) days after the Closing Date, idemnity obligations of Seller in Section 10. Buyer shall calculate the Net Working Capital as of June 11, 2005 and shall provide Seller with a written copy unaudited internal statements of EBITDA calculation for the IFI Program and the Core Services Program for the six month period following the Closing and such statement shall be delivered to Seller within 45 days of the end of such calculationsix month period. Such calculation For example, if Closing occurs on September 1, 2005, Buyer shall provide Seller a statement for the period September 1, 2005 to February 28, 2006 no later than April 15, 2006. Seller and its agents and consultants shall be definitive provided reasonable access to Buyer’s financial books and binding upon records that relate to the parties unless Earn-Out Calculation in order to verify the Earn-Out Calculation. Seller acknowledges and agrees that Buyer may terminate or discontinue the IFI Program and the Core Services Program if in Buyer’s reasonable business judgment, Buyer determines it is in Buyer’s best interest to do so, without taking into account the best interests of the Seller. EBITDA of the IFI Program and the Core Services Program shall give only include income and expenses directly attributable to the IFI Program and the Core Services Program 2.2.2.3 Buyer written notice shall, during the ninety (90) days following Closing, collect and pay to Seller the Accounts Receivable of its objection the of the AlphaCare Companies as specifically set forth on Schedule 3.7.1 as such Accounts Receivable are collected. Buyer shall use commercially reasonable efforts to collect such calculation within thirty Accounts Receivable; Buyer is not required to institute suit or engage a collection agency. Buyer shall pay Seller as follows: (a) on or prior to the 35th day following Closing for the Accounts Receivable collected in the first 30 days following Closing, (b) on or prior to the 65th day for the Accounts Receivable collected on or after the receipt thereof (an "Objection Notice"). If Seller delivers an Objection Notice, 31st day following Closing through the parties shall negotiate in good faith to resolve all disputes regarding the Net Working Capital. If the parties can not resolve such a dispute they shall mutually agree upon a nationally or regionally recognized accounting firm to determine the Net Working Capital, whose decision, absent manifest error, shall be binding upon the parties. 2.2.5 To the extent the Net Working Capital as of June 11, 2005 is less than $77,760 (the amount of any such difference referred to as the "Purchase Price Reduction Amount"), the Purchase Price, shall be reduced, dollar for dollar, by the Purchase Price Reduction Amount. To the extent the Net Working Capital as of the date hereof is greater than $95,040 (the amount of any such difference referred to as the "Purchase Price Increase Amount") the Purchase Price, shall be increased, dollar for dollar, by such amount. The September Payment shall be reduced by amount equal to the Purchase Price Reduction Amount, if any60th day following Closing, and if the Purchase Price Reduction Amount is greater than $500,000 then the September Payment shall be reduced to $0 and the January Payment shall be reduced by (c) the difference between the Purchase Price Reduction Amount total amount paid in (a) and (b) above and $500,000. The amount of the Purchase Price Increase Amount, if any, 400,000 shall be paid at to Seller on the time 90th day following Closing. Buyer shall have no obligation to pay any amount to Seller with regard to Accounts Receivable received by Buyer after the September Payment is due. 2.2.6 Nothing contained in 90th day following Closing. Notwithstanding anything to the contrary herein, Buyer shall not pay Seller less than a total of $400,000 pursuant to this Section 2.2 shall be interpreted to limit the indemnification provisions contained in Section 9 hereof except that to the extent the Net Working Capital calculation includes an amount for an item, such amount and item can not form the basis of a claim for indemnification under Section 92.2.3.

Purchase Price and Adjustments. 2.2.1 The total Subject to the terms and conditions hereof, the purchase price for of the Shares Acquired Assets shall consist of an amount of eighteen million four hundred thousand dollars ($18,400,000) (the "Purchase Price"), of which (i) sixteen million five hundred thousand dollars ($16,500,000) shall be an amount equal payable on the Closing Date by the Buyer to One Million Eight Hundred Thousand Dollars the Seller Parties by certified check or wire transfer in immediately available funds to such account of the Seller Parties as the Seller Parties may specify by written notice to the Buyer at least three (3) days prior to the Closing, (ii) one million four hundred thousand dollars ($1,800,000)1,400,000) (the "Representations Escrow Amount") shall be deposited in an escrow account (the "Indemnity Escrow Account") with the escrow agent (the "Escrow Agent") pursuant to the escrow agreement, subject dated the Closing Date, annexed hereto as Exhibit F (the "Escrow Agreement") to adjustmentsecure the indemnification obligations of the Seller Parties to the Buyer Parties for any breach of representations, as provided below. 2.2.2 warranties and covenants and (iii) five hundred thousand dollars ($500,000) of the Purchase Price (the "Financial Adjustment Escrow Amount", and together with the Representations Escrow Amount, the "Escrow Amount") shall be deposited in an escrow account (the "Adjustment Account") with the Escrow Agent pursuant to the Escrow Agreement to secure any payment by the Seller to the Buyer resulting from any required financial adjustments pursuant to Section 3.2. The Purchase Price shall be paid as follows: 2.2.2.1 Buyer shall wire $800,000 in immediately available United States funds (the "Escrow Funds") subject to an escrow account of JP Morgan Chase Bank on the date the Purchase Agreement is executed xx xxx xxrxxxx and becomes a binding document on such parties, such Escrow Funds to be held in such account and released to Seller at Closing (the "Closing Date Payment") or otherwise shall be released adjustment in accordance with the terms of the Escrow AgreementSection 3.2. Notwithstanding the foregoing, the amount of the Closing Date Payment The final Purchase Price after adjustment as provided in Section 3.2 shall be reduced by an amount (the "Closing Date Payment Adjustment"), if positive, equal to the sum of (i) the dollar amount all dividends or distributions made by the Company to the Seller from June 11, 2005 to and including the Closing Date, plus (ii) the dollar amount of all expenses or payables of any party other than Company paid by the Company from June 11, 2005 to and including the Closing Date, less (iii) the Company's cash balance as of the end of business on June 10, 2005. 2.2.2.2 Buyer shall pay the remainder of the Purchase Price in two equal payments of $500,000 each, in cash, one such payment on September 1, 2005 (the "September Payment") and one on January 31, 2006 (the "January Payment"). 2.2.3 Buyer shall deliver to Seller at Closing a non-interest bearing, promissory note ("Note"), in the form attached hereto as Exhibit A, evidencing the obligation by Seller to pay to Buyer the September and January Payments. The Note shall be secured by a pledge of the Company's capital stock, to be evidenced by a pledge agreement from Buyer in favor of Seller in the form attached hereto as Exhibit B (the "Pledge Agreement"). 2.2.4 Not later than thirty (30) days after the Closing Date, Buyer shall calculate the Adjusted Net Working Capital as of June 11, 2005 and shall provide Seller with a written copy of such calculation. Such calculation shall be definitive and binding upon the parties unless Seller shall give Buyer written notice of its objection to such calculation within thirty days after the receipt thereof (an "Objection Notice"). If Seller delivers an Objection Notice, the parties shall negotiate in good faith to resolve all disputes regarding the Net Working Capital. If the parties can not resolve such a dispute they shall mutually agree upon a nationally or regionally recognized accounting firm to determine the Net Working Capital, whose decision, absent manifest error, shall be binding upon the parties. 2.2.5 To the extent the Net Working Capital as of June 11, 2005 is less than $77,760 (the amount of any such difference referred to as the "Purchase Price Reduction Amount"), the Purchase Price, shall be reduced, dollar for dollar, by the Purchase Price Reduction Amount. To the extent the Net Working Capital as of the date hereof is greater than $95,040 (the amount of any such difference referred to as the "Purchase Price Increase Amount") the Purchase Price, shall be increased, dollar for dollar, by such amount. The September Payment shall be reduced by amount equal to the Purchase Price Reduction Amount, if any, and if the Purchase Price Reduction Amount is greater than $500,000 then the September Payment shall be reduced to $0 and the January Payment shall be reduced by the difference between the Purchase Price Reduction Amount and $500,000. The amount of the Purchase Price Increase Amount, if any, shall be paid at the time the September Payment is due. 2.2.6 Nothing contained in this Section 2.2 shall be interpreted to limit the indemnification provisions contained in Section 9 hereof except that to the extent the Net Working Capital calculation includes an amount for an item, such amount and item can not form the basis of a claim for indemnification under Section 9.

Purchase Price and Adjustments. 2.2.1 The Subject to the other terms and conditions of this Agreement, the total purchase price for the Shares Equity Interests (the "“Purchase Price"”) shall consist of the items set forth in Section 2.2.2 of which $10,000 shall be an amount equal allocated to One Million Eight Hundred Thousand Dollars ($1,800,000), subject the Restrictive Covenants in Section 9.5 hereof and the balance to adjustment, as provided belowthe purchase of the Equity Interests. 2.2.2 The Purchase Price shall be paid as follows: 2.2.2.1 The Buyer shall wire $800,000 in immediately available United States funds pay (the "Escrow Funds") to an escrow account of JP Morgan Chase Bank on the date the Purchase Agreement is executed xx xxx xxrxxxx and becomes a binding document on such parties, such Escrow Funds to be held in such account and released to Seller at Closing (the "“Closing Date Payment"”) to Shareholder, by wire transfer on the Closing Date, an aggregate amount equal to Ten Million Dollars and Zero Cents ($10,000,000.00) (a) less obligations of the Companies under any employee retention or bonus plan or to satisfy any severance, parachute or employee closing bonuses (if any) or otherwise other obligations that are accelerated as a result of the Transaction (but only as to employees related to the Business as to NDTC), (b) less satisfaction of any and all outstanding Obligations as of the Closing Date of the Companies (but only such Obligations of NDTC related to the Business) to the Shareholder or to Related Parties of the Shareholder or NDTC (the “Company Obligations”), (c) less satisfaction of any and all Obligations of CBH and NDTC (relating to the Business) constituting long term debt (including the current portion of any long term debt) as of the Closing Date, and (d) less any of the Companies’ and Shareholder’s Obligations for costs and expenses associated with the Transaction, including legal, accounting and investment banking fees. 2.2.2.2 The Buyer shall deliver to the Shareholder an unsecured, subordinated promissory note (the “Note”) in aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) or such lesser amount as adjusted as set forth herein and being in the form of Note attached as Exhibit 2.2.2.2. 2.2.2.3 The Buyer shall issue to the Shareholder a number of shares of its unregistered common stock (the “Common Stock”), equal to $3,000,000 divided by the arithmetic average of the closing sales price per share of Buyer’s Common Stock as reported on the NASDAQ market for the 10 trading days immediately preceding the Closing Date. The Common Stock shall be released deposited with Buyer on the Closing Date and be held pursuant to the terms of the Pledge Agreement by Buyer as security for any Losses under Section 10, such Pledge Agreement to be in the form of Exhibit 2.2.2.3(a). The Shareholder shall be provided certain registration rights with respect to Common Stock in accordance with the terms and conditions of the Escrow Agreement. Notwithstanding the foregoing, the amount of the Closing Date Payment shall be reduced by an amount Registration Rights Agreement (the "Closing Date Payment Adjustment"), if positive, equal to the sum of (i“Registration Rights Agreement”) the dollar amount all dividends or distributions made by the Company to the Seller from June 11, 2005 to and including the Closing Date, plus (ii) the dollar amount of all expenses or payables of any party other than Company paid by the Company from June 11, 2005 to and including the Closing Date, less (iii) the Company's cash balance as of the end of business on June 10, 2005. 2.2.2.2 Buyer shall pay the remainder of the Purchase Price in two equal payments of $500,000 each, in cash, one such payment on September 1, 2005 (the "September Payment") and one on January 31, 2006 (the "January Payment"). 2.2.3 Buyer shall deliver to Seller at Closing a non-interest bearing, promissory note ("Note"), in the form attached hereto as Exhibit A, evidencing the obligation by Seller to pay to Buyer the September and January Payments. The Note shall be secured by a pledge of the Company's capital stock, to be evidenced by a pledge agreement from Buyer in favor of Seller in the form attached hereto as Exhibit B (the "Pledge Agreement"2.2.2.3(b). 2.2.4 Not later than thirty 2.2.3 Two business days prior to Closing, the Shareholder shall deliver to Buyer an estimate of the Working Capital (30the “Estimated Working Capital”) days after of CBH on the Closing Date, Buyer shall calculate the Net Working Capital Date as of June 11, 2005 and shall provide Seller with a written copy of such calculation. Such calculation shall be definitive and binding upon the parties unless Seller shall give Buyer written notice of its objection to such calculation within thirty days after the receipt thereof set forth on Schedule 2.2.3 (an "Objection Notice"). If Seller delivers an Objection Notice, the parties shall negotiate in good faith to resolve all disputes regarding the Net Working Capital. If the parties can not resolve such a dispute they shall mutually agree upon a nationally or regionally recognized accounting firm to determine the Net Working Capital, whose decision, absent manifest error, shall be binding upon the partiesa) attached hereto. 2.2.5 2.2.3.1 To the extent the Net Estimated Working Capital as of June 11, 2005 is less than One Million Five Hundred Fifty-Seven Thousand Three Hundred Fifty Dollars ($77,760 1,557,350) (the amount of any such difference referred to as the "Purchase Price Reduction “Required Amount"”), the Purchase Price, principal amount of the Note shall be reduced, dollar for dollar, by such deficiency. 2.2.3.2 Within ninety (90) days after the Purchase Price Reduction AmountClosing Date, the Buyer shall (i) review and/or conduct agreed upon procedures upon the components of the Estimated Working Capital and prepare detailed statements (the “Actual Working Capital Statement”) of its calculation of the actual components of the Estimated Working Capital (“Actual Working Capital”) and (ii) deliver the Actual Working Capital Statement to the Shareholder. The Shareholder shall have a thirty day period to review the Actual Working Capital Statement and during such period, upon reasonable request, the Buyer shall share its work papers with the Shareholder or its professional advisers and to make itself reasonably available to the Shareholder and its professional advisers for the Shareholder’s review of the Actual Working Capital. 2.2.3.3 If Shareholder disputes the Actual Working Capital Statement, it shall deliver a notice to the Buyer no later than thirty days after their receipt of the Actual Working Capital Statement (the “Actual Working Capital Dispute Notice”). Shareholder shall set forth in detail in the Actual Working Capital Dispute Notice the basis for their disagreement with the calculations of the Actual Working Capital. If Shareholder fails to deliver the Actual Working Capital Dispute Notice within the allotted time period, Shareholder shall have been deemed to have agreed to the calculations of the Actual Working Capital prepared by the Buyer, which calculations shall be final, conclusive and binding upon the parties. 2.2.3.4 If Shareholder disputes the Actual Working Capital within the allotted time period, the parties in good faith will attempt to jointly resolve any dispute during the thirty day period following the delivery of the Actual Working Capital Dispute Notice. If the Buyer and Shareholder can resolve their dispute and agree upon the Working Capital of CBH, they shall memorialize their agreement in writing and such mutually agreed upon figure(s) shall be final, conclusive and binding upon all of the parties. 2.2.3.5 If the Buyer and Shareholder cannot resolve the dispute to their mutual satisfaction, the Buyer and Shareholder shall engage Xxxxx Xxxxxxxx (“Accounting Firm”), or another mutually agreeable independent, qualified, nationally recognized and respected accounting firm, to determine the Working Capital of CBH. The costs and expenses of the Accounting Firm shall be borne equally, but severally, by the Buyer, on the one hand, and Shareholder, on the other hand. To the extent that the Net Accounting Firm desires the parties to this Agreement to meet in person, the parties shall choose a mutually acceptable location for such meeting. Each of the Buyer and Shareholder shall cause their accounting professional advisers to provide the Accounting Firm such of their respective work papers as may be requested by the Accounting Firm. The Accounting Firm shall be requested to complete their engagement within forty-five days of being retained by the Buyer and Shareholder. The determination of the Accounting Firm shall be final, binding and conclusive upon the parties. 2.2.3.6 The final determination of the Working Capital of CBH pursuant to this Section shall be referred to herein as the “Final Working Capital.” If the Final Working Capital is less than the Estimated Working Capital (the “Negative Working Capital Balance”), such Negative Working Capital Balance shall be paid to the Buyer by first reducing the principal amount (and accrued interest on such principal amount) of the date hereof is greater than $95,040 Note and then offsetting against the Common Stock (at the value set forth in Section 2.2.3.3) dollar for dollar by the amount of any the Negative Working Capital Balance. Shareholder shall promptly present such difference referred Note to as Buyer in order to effectuate such reduction. If the "Purchase Price Increase Amount"Final Working Capital is in excess of the Estimated Working Capital (“Positive Working Capital Balance”) it shall be paid to Shareholder by increasing the principal amount (and accrued interest on such principal amount) the Purchase Price, shall be increased, Note dollar for dollar, by such amount. The September Payment shall be reduced by amount equal to the Purchase Price Reduction Amount, if any, and if the Purchase Price Reduction Amount is greater than $500,000 then the September Payment shall be reduced to $0 and the January Payment shall be reduced dollar by the difference between the Purchase Price Reduction Amount and $500,000. The amount of the Purchase Price Increase Amount, if any, Positive Working Capital Balance. Shareholder shall be paid at the time the September Payment is duepromptly present such Note to Buyer in order to effectuate such increase. 2.2.6 Nothing contained in 2.2.4 Except to the extent a of a breach under this Section 2.2, the remedies set forth under this Section 2.2 shall be interpreted are the sole and exclusive remedies to limit the indemnification provisions contained in Section 9 hereof except that to the extent the Net resolve any Negative Working Capital calculation includes an amount for an item, such amount and item can not form the basis of a claim for indemnification under Section 9Balance.