Common use of Purchase Price Clause in Contracts

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as The aggregate consideration for the sale and purchase of the Acquisition Assets and Seller's covenants set forth in ARTICLE XII hereof, shall be $18,083,250 LESS the Adjustment Amount, if any, calculated pursuant to SECTIONS 3.4 and 3.5 (as adjusted, the "Purchase PricePURCHASE PRICE"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, ) consisting of and subject to adjustment as provided payable in Section 2.06accordance with the following: (a) cash Prior to the execution of this Agreement, Purchaser delivered to Seller the sum of $250,000 to serve as an option fee (including any additional amounts paid pursuant to this SECTION 3.3(a) and Common Stock having an interest on the aggregate value of One Hundred Five Million Dollars ($105,000,000)amount thereof, as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share ConsiderationOPTION FEE"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding which has been and shall remain segregated from other Seller assets and deposited in an interest bearing account. Purchaser may extend the Closing Date (the "Actual Average Price"); providedto September 30, however1997 by paying to Seller an additional $50,000 on or before August 31, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration 1997. Any additional extensions shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) belowthe written consent of Seller, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion which will not be unreasonably withheld. The amounts paid pursuant to this paragraph Section (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(Atogether with interest thereon) shall be equal part of the Option Fee, and such amounts shall be subject to Fifty Two Million Five Hundred Thousand Dollars (the same terms of refundability and application against the Purchase Price as the original $52,500,000) divided by 250,000 Option Fee. The Option Fee shall be applied against the Actual Average Price; plusPurchase Price at Closing. (b) At the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of Closing, (i) Seller shall use the Payroll Payments, entire Debt Service Reserve Fund to prepay the indebtedness of Seller described on SCHEDULE 3.3(b) and (ii) Purchaser shall pay directly to the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as applicable creditors the balance of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.amounts listed on SCHEDULE 3.3

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "The Purchase Price"), Buyer Price shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), be paid by Purchaser as follows: 2.1. Upon the execution of this Agreement, the sum of One Hundred Fifty Thousand and No/100 Dollars (i$150,000.00) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share ConsiderationOriginal Earnest Money"), equal ) to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by be held in esxxxx xx and in accordance with the average provisions of the closing prices of a share of the Common Stock Escrow Agreement ("Escrow Agreement") attached hereto as Exhibit C; 2.2. On or before 2:00 p.m. Chicago time on the NYSE for the ten (February 10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however1997, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration Purchaser shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject deliver to paragraphs (ii) and (iii) below, cash Escrow Agent funds in the amount of Fifty-Two Million Five One Hundred Fifty Thousand and No/100 Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000150,000.00) (the "Cash ConsiderationAdditional Earnest Money"; the Original Earxxxx Xxney, plus the Additionxx Xxxxest Money, if any, being refxxxxx xo herein together as the "Earnest Money"), provided that Pxxxxxxxr has not terminated this Agreement pursuant to Paragraph 7; (ii) If either Buyer or ITG elect 2.3. The assumption by Purchaser of the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal obligations relating to the product current financing encumbering the Property evidenced by Purchaser accepting title to the Property subject to the obligations of Seller, as "Owner" under the Existing Bond and Mortgage Documents (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) abovehereinafter defined); and 2.4. On the "Closing Date" (iii) If either Buyer or ITG elect hereinafter defined), the Share Consideration option in paragraph balance of the Purchase Price (a)(i)(A) abovei.e., and the Actual Average Price is higher than the High Average Price, then at the option of ITG either $22,750,000.00 less (Aa) the Cash Consideration shall be decreased by an then outstanding principal amount equal to of the product of Bonds (xhereinafter defined) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000Earnest Money), and (B) adjusted in accoxxxxxx with the event an employee of any Seller leaves voluntarily prior prorations, by federally wired "immediately available" funds, to the Closing Dateappropriate escrow agent, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeon or before 11:00 a.m Chicago time.

Purchase Price. Subject The aggregate purchase price (the “Purchase Price”) to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration be paid for the sale and purchase of the Purchased Assets (the "Purchase Price")acquired by Purchaser pursuant to this Agreement, Buyer as may be adjusted pursuant to Section 1.7, shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: be (a) $800,000,000 in cash (the “Cash Consideration”) and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (ib) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a that number of validly issued, fully paid and nonassessable shares of Common Stock common stock of Purchaser (the "Share Consideration"), “Shares”) (rounded down to the nearest whole share) equal to Fifty-Two Million Five Hundred Thousand Dollars (the quotient determined by dividing $52,500,000) divided 250,000,000 by the average of Issuance Price (the closing prices of a share of “Stock Consideration”). “Issuance Price” means the Common Stock on VWAP Price during the NYSE for the ten (10) 10 consecutive trading days ending on (and including) the date that is two (2) trading day immediately preceding days prior to the Closing Date (such 10-day period, the "Actual Average Price"“VWAP Measurement Period”); provided, however, that (x) if Purchaser shall have the Actual Average Price is less than $16.929 per shareright, the average price used for purposes of calculating the Share Consideration at Purchaser’s option, which shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater communicated to Honeywell in writing no later than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily Business Day prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) substitute cash for a portion of the sum Stock Consideration; provided, further that in no event may Purchaser pay a number of shares of common stock of the Purchaser that is less than 6,000,000 shares of common stock of Purchaser; however, less than 6,000,000 shares may be delivered so that the value of the shares delivered (xas determined above) will equal $250,000,000. At the amount Closing, Purchasers shall (i) deliver the Cash Consideration to Sellers by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by Sellers no later than three (3) days prior to the Closing Date, (ii) deliver the Stock Consideration to Sellers, and (iii) assume the Assumed Liabilities; such employee would have received under the Retention Plan plus (yCash Consideration and Stock Consideration to be allocated to Sellers in accordance with Sections 2.4(a) one (1) week's vacation pay for such employeeand 2.4(b).

Purchase Price. Subject The aggregate purchase price being paid by Purchaser to Sellers for the terms transfer and conditions hereof, in reliance upon delivery of the representations and warranties of Sellers Shares and the covenants of Sellers herein set forth, rights and as consideration for the sale benefits conferred under this Agreement shall be equal to an amount up to €67,911,000 (sixty-seven million nine hundred and purchase of the Assets eleven thousand euros) (the "“Purchase Price"”), Buyer . The Purchase Price shall pay to Sellers (or Sellers' assignee), be paid in such amounts and at Closing, and subject to adjustment such times as provided in Section 2.06set forth below: (a) cash An amount equal to €5,811,000 (five million eight hundred and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000eleven thousand euros), as adjusted pursuant to Section 3 below, to be paid as follows: (i) Such cash €4,191,000 (four million and Common Stock shall consist of a combination of one hundred ninety-one thousand euros), as adjusted pursuant to Section 3(a)(i), in cash, as follows: (A) at the option of either Buyer or ITG, a number of shares of Common Stock €270,000 (two hundred seventy thousand euros) (the "Share Consideration"“Adjustment Holdback”), equal which amount, if any, shall be payable in accordance with Sections 3(b)(iv) through 3(b)(viii) below; (B) the amount of the Net Indebtedness (as set forth in Exhibit B) shall be delivered at Closing by wire transfer of immediately available funds to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided the Company, such Net Indebtedness to be paid by the average Company to each applicable lender within one (1) business days from the receipt by the Company of the closing prices of such funds (where a share of the Common Stock on the NYSE “business day” for the ten purposes of this Agreement, shall be a day on which banks are normally open for business in Chicago and Paris (10France)); and (C) trading days ending the remainder of such amount, as adjusted pursuant to Section 3(a)(i) and after deduction for the Adjustment Holdback and the Net Indebtedness, shall be paid to Sellers on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"“Initial Cash Portion”), and (y) if by wire transfer of immediately available funds pursuant to the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration wire transfer instructions set forth in sub-paragraph the Disbursement Letter (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"as defined below);. (ii) If either Buyer On or ITG elect before the Share Consideration option in paragraph date which is sixty (a)(i)(A60) abovedays from the date of the execution of this Agreement (“Parent Shares Payment Date”), and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal delivery to the product Sellers of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the a number of shares common stock of Common Stock actually issued Parent registered for resale pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) abovea registration statement that has been filed with, and declared effective by, the Actual Average Price is higher than U.S. Securities and Exchange Commission into the High Average Price, then at the option of ITG either brokerage accounts designated by Sellers’ Representative (Aas defined in Section 31) the Cash Consideration shall be decreased by an amount equal to the product of €1,620,000 (x) the difference between the High Average Price one million six hundred and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000twenty thousand euros) divided by the Actual Average Price; plusclosing price (converted to euro based upon the then applicable exchange rate as published by the European Central Bank on the last trading day prior to the Closing) of the common stock of Parent on the NASDAQ Stock Market for the trading day immediately prior to the date on which such registered shares are delivered (the “Parent Shares”). With respect to the delivery of Parent Shares pursuant to this Section 2(a)(ii), no fractional shares shall be issued to Sellers, and in lieu of delivery of any fractional shares, the value of any fractional share otherwise issuable to any Seller shall be paid in cash valued at the closing price (converted to euro based upon the then applicable exchange rate as published by the European Central Bank on the last trading day prior to the Closing) of the common stock of Parent on the NASDAQ Stock Market for the last trading day prior to the Parent Shares Payment Date. In the event the Parent Shares are not registered for resale pursuant to an effective registration statement on the Parent Shares Payment Date so as to be freely and immediately tradable after delivery by Sellers, then €1,620,000 (one million six hundred and twenty thousand euros) will be immediately paid on such date to the Sellers in cash by wire transfer of immediately available funds pursuant to the wire transfer instructions set forth in the Disbursement Letter, unless otherwise notified by the Sellers’ Representative. (b) the assumption by Buyer of the Assumed Liabilities; plus An additional amount up to €62,100,000 (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to sixty-two million one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000hundred thousand euros), and (B) to be paid to Sellers in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeaccordance with Section 4 below.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The purchase price for the sale and purchase of the Assets (the "Purchase Price"), Buyer Property shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of be One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Three Hundred Thousand Dollars ($52,500,0001,300,000.00) divided (the “Purchase Price”) payable as follows: i. On the Effective Date, the sum of Ten Thousand Dollars ($10,000.00) (the “Xxxxxxx Money”) shall be deposited by Bolsa with the Escrow Agent designated pursuant to Section 3 hereof; ii. If Bolsa has not terminated this Agreement prior to the expireation of the Inspection Period, as defined in Section 3 (C) hereof, promptly following the expiration of the Inspection Period Bolsa shall deposit with Escrow Agent as additional Xxxxxxx Money the sum of Forty Thousand Dollars ($40,000); iii. Prior to the closing of the sale of the Property, the additional sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Initial Payment”) shall be paid by Bolsa to Escrow Agent in cash, cashier’s check or other immediately available funds; and iv. Prior to the closing of the sale of the Property, the balance of the purchase price, in the amount of One Million Forty Thousand Dollars ($1,040,000.00), by the average delivery of a Promissory Note, fully executed by Bolsa in favor of Owner, to Escrow Agent. The Promissory Note shall provide for four semi-annual payments of principal, each in the amount of Two Hundred Sixty Thousand Dollars ($260,000.00), together with semi-annual payments of interest on the unpaid balance of the closing prices Promissory Note at the simple rate of a share seven percent (7%) per annum. The first semi-annual payment of the Common Stock principal and interest shall be due on the NYSE date six (6) months following the date of closing and subsequent payments shall be due each six (6) months thereafter. The Promissory Note shall provide for the a grace period of ten (10) trading days ending on following a payment due date and in the trading event payment is not made within such ten (10) day immediately preceding the Closing Date (the "Actual Average Price"); providedperiod, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration there shall be $16.929 per share (the "Low Average Price"), due and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes payable a late payment fee of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred One Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A1,000.00) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration for each such late payment. The Promissory Note shall be increased a non-recourse, purchase money note in the form of Exhibit B, attached hereto and incorporated herein by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration this reference. The Promissory Note shall be decreased secured by an amount equal to a purchase money first Deed of Trust on the product Property, which deed of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) trust shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee form of any Seller leaves voluntarily prior to the Closing DateExhibit C, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeattached hereto and incorporated herein by this reference.

Purchase Price. Subject to In consideration of the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase transfer of the Assets (and the "Purchase Price")restrictive covenants set forth herein, Buyer Purchaser shall pay to Sellers (or Sellers' assignee)Seller, at Closing, and subject to adjustment the Purchase Price of $475,000 as provided in Section 2.06follows: (a) cash and Common Stock having an aggregate value The sum of One Two Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Eighty Thousand Dollars ($52,500,000280,000), consisting of the application of the Five Thousand Dollars ($5,000) divided xxxxxxx money deposit previously paid by Purchaser, and the amount of Two Hundred Seventy-Five Thousand Dollars ($275,000), in certified funds at Closing; and (b) $50,000 pursuant to a promissory note payable in monthly installments of $2,284.24 (including principal and 9% interest) until paid in full (24 month amortization). The first payment under the note shall be 30 days after the first of the month following the Closing. There shall be no prepayment penalty. (c) The Purchase Price will be credited in the approximate amount of $44,000 for revenue received for services not yet performed by Seller as of the Closing Date. This amount, though not on the September 30, 1998 Balance Sheet as a liability, will be calculated prior to closing, and approved by both parties (as a condition to Closing), and any variance from $44,000 will adjust the Purchase Price by means of an adjustment in the aggregate market value in Consideration Shares to be issued pursuant to Section 2.1(d). (d) The Purchaser shall issue to Seller or the Members, as directed by Seller, shares of the Purchaser's common stock, $.001 par value ("Common Stock"), (the "Consideration Shares") having an aggregate market value ("Market Value") equal to One Hundred One Thousand Dollars ($101,000). For purposes of this Agreement, Market Value shall mean the average of the closing prices of a share bid price of the Common Stock on the NYSE over-the-counter market for the ten (10) seven trading days ending on the trading day immediately preceding the Closing Date Date. The Consideration Shares shall be restricted securities under the Securities Act of 1933, as amended, (the "Actual Average PriceSecurities Act"); provided. (e) At the Closing, howeverfor security purposes only, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes Purchaser shall retain possession of calculating the Share a number of Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes Shares having an aggregate Market Value of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of FiftyForty-Two Million Seven Thousand Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the 47,500)(the "Cash ConsiderationHold Back Shares"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration . The Hold Back Shares shall be increased held by cash in an amount equal to the product Purchaser for a period of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all year after the Closing Date and shall be used as collateral to secure any obligation of Sellers' employees as of Seller and the Members under this Agreement to indemnify Purchaser after the Closing Date; provided, however, that (A) in no event shall . At the total amount end of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000)one year, the Hold Back Shares not previously foreclosed by Purchaser in satisfaction of secured obligations of the Seller and (B) in the event an employee of any Members shall be released from Purchaser's security delivered to Seller leaves voluntarily prior or the Members as directed and shall be tradable by Seller or the Members to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of extent permitted by relevant securities laws prevailing at the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeetime.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The purchase price for the sale and purchase of the Purchased Assets (the "“Purchase Price"”), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment pursuant to Section 3.2, shall be the cash amounts to be delivered as provided described below, reduced by amounts paid by Buyer to Sellers at the Closing with respect to the Non-Competition and Non-Solicitation Agreement to be entered into between the parties on the date hereof in Section 2.06substantially the form attached hereto as Exhibit D (the “Non-Competition Agreement”). The Purchase Price shall include: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), amount equal to Fifty-Ten Million, Two Million Five Hundred Fifty Thousand Dollars ($52,500,00010,250,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average “Cash Purchase Price"); provided, however, that ”) paid by wire transfer in immediately available funds at Closing to an account designated by FAP; (xb) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject an amount equal to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Seven Hundred Fifty Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000750,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A“Indemnification Escrow Amount”) shall be equal placed into escrow in respect of any further adjustments that may be made pursuant to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000Section 3.2(e) divided and with respect to any Claims made by the Actual Average Price; plus (b) Buyer Indemnified Parties under Section 12 on or before the assumption by Buyer first anniversary of the Assumed Liabilities; plusClosing Date, all in accordance with the terms of an agreement in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”); (c) an amount of cash equal to Two Million Dollars ($2,000,000) (the "Employee Payments"“Supply Agreement Escrow Amount”) equal shall be placed into escrow and released in accordance with the provisions of Section 3.3 and pursuant to the sum of procedures set forth in the Escrow Agreement; and (i) the Payroll Payments, (ii) the Retention Plan Payments and (iiid) an amount equal to one (1) week's vacation pay for all of Sellers' employees the Bonus Payment Amount as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000calculated pursuant to Section 3.3(b), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The aggregate purchase price for the sale and purchase of the Assets (the "Purchase Price"), Buyer ) shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One be Eight Hundred Five Million Thousand Dollars ($105,000,000800,000), payable as follows: (i) Such cash and Common Stock at the Closing, Buyer shall consist deliver to Seller 78.75% of a combination the Purchase Price, consisting of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to FiftyThree Hundred Seventy-Two Million Five Hundred five Thousand Dollars ($52,500,000375,000) divided in cash and (B) Twenty-eight Thousand Four Hundred Twenty-two (28,422) shares of Buyer's common stock (the "Stock") (with the number of shares to be determined by taking the average of the closing prices of a last reported per share sale price of the Common Stock on the NYSE for Nasdaq National Market during the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the and dividing such average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of into Two Hundred Fifty-Two Million Five Hundred five Thousand Dollars ($52,500,000255,000)); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration");and (ii) If either at the Closing, Buyer or ITG elect shall deliver to Xxxxxx Xxxxxx, as escrow agent (the Share Consideration option "Escrow Agent"), 21.25% of the Purchase Price (the "Escrowed Amount"), consisting of One Hundred Twenty-five Thousand Dollars ($125,000) in paragraph cash and Five Thousand Sixteen (a)(i)(A5,016) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product shares of Stock (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) with the number of shares to be determined by taking the average of Common the last reported per share sale price of the Stock actually issued pursuant to paragraph on the Nasdaq National Market during the ten (a)(i10) above; and (iii) If either Buyer or ITG elect trading days immediately preceding the Share Consideration option in paragraph (a)(i)(A) above, Closing Date and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred dividing such average into Forty-five Thousand Dollars ($52,500,000) divided by 45,000)), to be held in escrow pursuant to the Actual Average Price; plus (b) the assumption by Buyer terms of the Assumed Liabilities; plus Escrow Agreement (c) an amount of cash (the "Employee PaymentsEscrow Agreement") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees attached hereto as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Exhibit B. Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%5,000) of the sum Escrowed Amount shall be released promptly to Seller after Seller provides to Buyer written evidence that the assignment to Buyer of the office lease between Mutare, as Tenant, and Teacher's Insurance and Annuity Association of America, dated October 2, 1995, as set forth on Schedule 2.10(a)(3)(b), has been effected. An additional Forty-five Thousand Dollars (x$45,000) of the amount such employee would have received under Escrowed Amount shall be released to Seller promptly after Seller provides to Buyer written evidence that the Retention Plan plus (y) one (1) week's vacation pay for such employeeassignment to Buyer of the office lease between Seller, as Tenant, and 49 Xxxxxxxxx Corp., dated February 23, 1999, as set forth on Schedule 2.10(a)(3)(c), has been effected.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The purchase price for the sale and purchase of the Assets shall be an -------------- aggregate Two Million Six Hundred Forty Thousand Dollars ($2,640,000) (the "Purchase PricePURCHASE PRICE"), Buyer shall pay payable solely in HPI Shares valued at the Quoted Price on the respective payment dates, payable to Sellers (or Sellers' assignee), at Closing, and subject to adjustment PCM in three installments as provided in Section 2.06follows: (a) cash and Common Stock Concurrently herewith, HPI Shares having a value (based on the applicable Quoted Price) equal to an aggregate value of One Million Six Hundred Five Million Thousand Dollars ($105,000,0001,600,000), as follows:; (ib) Such cash and Common Stock shall consist On the first anniversary date of the date hereof, HPI Shares having a combination of value (Abased on the applicable Quoted Price) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million an aggregate Five Hundred Forty Thousand Dollars ($540,000); (c) On the second anniversary date of the date hereof, HPI Shares having a value (based on the applicable Quoted Price) equal to an aggregate Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"500,000); provided, however, that at any time after the date hereof HPI may elect to -------- ------- accelerate the payment of the installments described in (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (iib) and (iiic) below, cash in above and issue the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects HPI Shares to the Share Consideration Shareholders prior to the dates therein set forth in sub-paragraph at the Quoted Price at such time. (i)(Ad) aboveNotwithstanding the foregoing, the cash portion aggregate number of HPI Shares payable pursuant to this paragraph Sections 3.1(b) and (a)(ic) above shall equal One Hundred Five Million Dollars ($105,000,000) (not exceed the "Cash Consideration"total number of HPI Shares paid pursuant to Section 3.1(a);. (iie) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided It being expressly understood by the Actual Average Price; plus parties hereto that PCM intends to liquidate and distribute all of its assets including without limitation the right to receive the payments described in (b) the assumption by Buyer of the Assumed Liabilities; plus and (c) an amount of cash (the "Employee Payments") equal ), above, to the sum of (i) the Payroll PaymentsShareholders and HPI agrees that following PCM's dissolution and liquidation, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event any further payments due hereunder shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior be made directly to the Closing DateShareholders, Buyer shall nevertheless pay 50% to ITG fifty percent (50%) of the sum of (x) the amount each such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeShareholder.

Purchase Price. Subject The aggregate purchase price for the Assigned Contracts (the “Purchase Price”) shall consist of: (i) a secured loan in the amount of US$2,000,000 (the “Loan”) pursuant to the terms and conditions hereofof the Loan Agreement (as defined below), which shall be entered into by Buyer and Seller at the Closing (as defined below); (ii) the common shares in the capital of Buyer (“Common Shares”) issuable to Seller pursuant to Section 2.3 below (the “Successful Transition Shares”), if any, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closingamount, and subject to adjustment as provided the terms and conditions, set forth in Section 2.06: 2.3 below; and (aiii) cash and Common Stock having at the Closing, payment by Buyer to Seller of an aggregate value of One Hundred Five Million Dollars ($105,000,000)amount equal to US$153,227, as follows: (i) Such cash and Common Stock shall consist of a combination being the sum of (A) at US$125,001, being the option sum of either Buyer or ITGUS$41,667, a number of shares of Common Stock (US$41,667 and US $41,667, such amounts being the "Share Consideration")accrued Royalty Payments for October 2018, equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by November 2018 and December 2018 under the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), Agnity Royalty Purchase Agreement and (B) subject US$28,226, being the pro rata portion of the Royalty Payment for January 2019 under the Agnity Royalty Purchase Agreement accrued up to paragraphs January 21, 2019, payable by wire transfer in immediately available funds to an account specified by Seller (iithe “Closing Cash Consideration”). The Repayment Consideration Shares (as defined below) and (iii) belowthe Successful Transition Shares may, cash if applicable, be either in certificated or uncertificated form registered in the amount name of Fifty-Two Million Five Hundred Thousand Dollars CDS Clearing and Depository Services Inc. ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A“CDS”) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, its nominee and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) aboveheld by, or (B) the number on behalf of, CDS, as depositary for Seller, if Seller is a participant of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeCDS.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The aggregate purchase price for the sale and purchase of the Purchased Assets shall be equal to an amount not to exceed Twelve Million Dollars ($12,000,000) as adjusted pursuant to Section 2.2 hereof (the "Purchase Price"), Buyer which shall pay be payable to Sellers (or Sellers' assignee), at Closing, and subject to adjustment Seller as provided in Section 2.06follows: (a) cash on the Closing Date, by wire transfer of immediately available funds to such account or accounts as shall have been designated in writing by Seller not less than three (3) days prior to the Closing Date in an amount equal to Four Million Seven Hundred Fifty Thousand Thirteen Dollars and Common Stock having an aggregate value of One Hundred Five Million Dollars 32/100 ($105,000,0004,750,013.32), as follows:adjusted pursuant to Section 2.2 hereof; (ib) Such cash on the Closing Date, by wire transfer of immediately available funds to that certain interest bearing Escrow Account with interest payable to the Seller for a period beginning on the Closing Date through December 31, 2002 to be established pursuant to that certain Escrow Agreement in the form of Exhibit A hereto, with such changes therein as the Escrow Agent thereunder designated by Purchasers and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock Seller may request (the "Share ConsiderationEscrow Agreement"), ) in an amount equal to Fifty-Two Million Five Hundred Fifty Thousand Dollars ($52,500,000250,000); (c) divided within ten (10) days of the Closing Date, by the issuance of 39,558 shares of CBI common stock (the "CBI Stock") to the Shareholders as designated by the Seller in accordance with Schedule 2.1 (the "Closing Stock Consideration") valued at the average closing price of the closing prices of a share of the Common CBI Stock on the NYSE NASDAQ National Market, as published in The Wall Street Journal for the ten (10) trading days ending on the trading day immediately preceding prior to the Closing Date Date; (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (Bd) subject to paragraphs (ii) and (iii) below, cash holdback in an amount limited to the amount of Fifty-Two any claims with respect to breaches of representations and warranties under this Agreement as provided in and subject to the limitations contained in Article VIII hereof, at the time of payment, additional payments of One Million Five Hundred Thousand Dollars ($52,500,000); provided1,500,000) for the period from Closing Date through 2002, that if neither Buyer nor ITG elects and for the Share Consideration set forth in sub-paragraph (i)(A) aboveyears 2003, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five 2004 and 2005 for a total of Six Million Dollars ($105,000,0006,000,000) (the "Cash Contingent Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option shall be payable to Seller as provided for in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Section 2.5 hereof. Each payment of Contingent Consideration shall be increased by cash in an amount equal paid to the product Seller, or its assignee, in the form of (A) the difference between the Actual Average 75% cash and 25% CBI Stock. The Purchase Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased allocated among the Purchased Assets as mutually agreed to by an amount equal the parties within thirty (30) days following the Closing Date consistent with GAAP. The parties agree that the allocation agreed to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided used by them for all purposes, including income tax purposes if in conformance with the Actual Average Price; plus (b) the assumption by Buyer rules and regulations of the Assumed Liabilities; plus (c) an amount Internal Revenue Code of cash 1986, as amended (the "Employee PaymentsCode") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and that the parties shall follow such allocation for all reporting purposes, including, without limitation, Internal Revenue Service (B"IRS") in Form 8594. Any stock portion of the event an employee of any Seller leaves voluntarily prior Purchase Price shall be distributed to the Closing Date, Buyer shall nevertheless pay Shareholders by the Seller in proportion to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeepercentages in accordance with Schedule 2.1 hereto.

Purchase Price. Subject The Buyer agrees to pay to the terms and conditions hereof, in reliance upon Sellers up to the representations and warranties total sum of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets Eight Hundred Fifty Thousand Dollars ($850,000.00) (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to FiftyTwo Hundred Twenty-Two Million Five Hundred Thousand Dollars ($52,500,000225,000) divided in cash by wire transfer or other immediately available funds at Closing, paid according to the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration")Sellers’ instructions attached hereto as Exhibit D; (ii) If either Two Hundred Twenty-Five Thousand Dollars ($225,000.00) of restricted common stock of Buyer or ITG elect the Share Consideration option in paragraph at a valuation of $1.00 per share (a)(i)(A225,000 shares) aboveat Closing, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal paid according to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) aboveSellers’ instructions attached hereto as Exhibit D; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option Up to a total of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Four Hundred Thousand Dollars ($52,500,000400,000.00) divided by paid in cash or in restricted stock (up to half of the Actual Average Price; plusstock payable at a price of $1.40 per share, the remainder at the then-market price, in the following manner: (bA) The Buyer shall pay the assumption by Buyer of Sellers a “Quarterly Payment Amount” (as defined in Sections 2(b)(iii)(C) through (E) below) for the Assumed Liabilities; plus three (c3) an amount of cash month period commencing January 1, 2004 and ending March 31, 2004, and for each three (the "Employee Payments"3) equal to the sum of month period thereafter ending June 30, September 30 and December 31 (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to any one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; providedthree (3) month periods being a “Quarter”), howeverup to and including the Quarter ending December 31, that 2008. (AB) in no event The Buyer shall pay the total amount Sellers the Quarterly Payment Amount due for each Quarter within seventy-five (75) days of the Employee Payments exceed end of each Quarter. (C) The Quarterly Payment Amount for each Quarter shall be equal to Forty Percent (40%) of the Target’s Net Income Before Taxes, up to and including a Quarterly Payment Amount of Twenty-Two Million Five Thousand Dollars ($25,000.00), except as provided in Sections 2(b)(iii)(D) through (E) below. The maximum Quarterly Payment Amounts payable to the Sellers for the four (4) Quarters of each calendar year is One Hundred Thousand Dollars ($22,500,000100,000.00). To the extent that any Quarterly Payment Amount payable to the Sellers exceeds the maximum calendar year payment of One Hundred Thousand Dollars ($100,000.00), such amount shall be applied to the Quarterly Payment Amount payable for the first Quarter of the following calendar year. (D) When the Target’s Net Income Before Taxes for any Quarter is Zero Dollars ($0.00) or a negative amount, the amount by which the Target’s Net Income Before Taxes is less than Zero Dollars ($0.00) shall be the “Quarterly Deficit Amount.” In the event that there is a non-zero Quarterly Deficit Amount, the Target’s Net Income Before Taxes for the following Quarter or Quarters shall be applied to reduce the Quarterly Deficit Amount on a Dollar-for-Dollar basis to Zero Dollars ($0.00). The Quarterly Deficit Amount shall be aggregated for each Quarter, less all amounts of the Target’s Net Income Before Taxes applied to reduce the Quarterly Deficit Amount. Under these circumstances, Forty Percent (40%) of the amount of the Target’s Net Income Before Taxes in excess of the amount applied to reduce the Quarterly Deficit Amount to Zero Dollars ($0.00) shall be paid to the Sellers as the Quarterly Payment Amount. No Quarterly Payment Amount shall be payable to the Sellers until the Quarterly Deficit Amount is Zero Dollars ($0.00). (E) When the Target’s Net Income Before Taxes for any Quarter is in excess of Sixty-Two Thousand Five Hundred Dollars ($62,500.00), the amount by which the Target’s Net Income Before Taxes exceeds Sixty-Two Thousand Five Hundred Dollars ($62,500.00) shall be the “Quarterly Surplus Amount.” In the event that there is a non-zero Quarterly Surplus Amount, the Target’s Net Income Before Taxes for the following Quarter or Quarters shall be increased by the Quarterly Surplus Amount on a Dollar-for-Dollar basis up to a total amount equal to Sixty-Two Thousand Five Hundred Dollars ($62,500.00). The Quarterly Surplus Amount shall be aggregated for each Quarter, less all amounts of the Quarterly Surplus Amount applied to increase the Target’s Net Income Before Taxes. Under these circumstances, Forty Percent (40%) of the amount of the Target’s Net Income Before Taxes as increased by the Quarterly Surplus Amount, shall be paid to the Sellers as the Quarterly Payment Amount. (F) Each Quarterly Payment Amount shall be paid at the Sellers’ option, in either immediately available funds or in Buyer Shares, up to the number of Buyer Shares that are the equivalent of Two Hundred Thousand Dollars ($200,000.00) at a price of One Dollar and Forty Cents (B$1.40) per share, and up to the number of Buyer Shares that are the equivalent of Two Hundred Thousand Dollars at the market price determined by the average trading price over the twenty (20) day period prior to the payment of the Buyer Shares. (G) The total payment amount due under this Section 2(b)(iii) shall be evidenced by the Buyer’s purchase money promissory note (the “Note”) and security agreement (the “Security Agreement”) delivered to the Sellers at Closing, in the form of a Note and Security Agreement as attached hereto as Exhibit E, dated as of the date of the Closing, and shall be payable within five (5) years of the date of the Closing or sooner, to the order of the Sellers in Miami, Florida. The Buyer shall pay on the Note in the manner described in Sections 2(b)(iii)(A) through (F) above, which payments shall be deemed to include simple interest accrued at a rate of Ten Percent (10%) per annum. The Note shall contain a provision, upon the Buyer’s failure to make any payment or upon the Buyer’s default of any other provision of this Section 2(b)(iii), upon the termination of the employment relationships between the Buyer and the Sellers unless the termination results for Cause or from the Voluntary Termination by Executive (as “Cause” and “Voluntary Termination by Executive” are defined in the Employment Agreements), and/or upon the voluntary liquidation of the Buyer, the appointment of a receiver, or the institution of any suit or proceeding relating to the Buyer under the bankruptcy laws (collectively “Buyer’s Default”), for the automatic acceleration of the principal amount due under the Note less payments made (the “Default Amount”) and shall contain a provision for the automatic acceleration of half of the Default Amount (also the “Default Amount”) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum termination of the employment relationship between the Buyer and any one of the Sellers unless the termination results for Cause or from Voluntary Termination by Executive (x) also the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee“Buyer’s Default).

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The aggregate purchase price for the sale and purchase of the Assets Shares shall be $14,500,000 (the "“Purchase Price"”), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment payable as provided in Section 2.06follows: (a) cash Cash in the amount of $9,000,000 (which amount may be adjusted pursuant to the Working Capital Adjustment set forth under Section 7.8(b) hereof), payable in immediately available funds by wire transfer at the Closing to the Stockholders (to each, per their respective Pro Rata Portion), to be notified in writing or email to Buyer reasonably in advance (the “Cash Consideration”); (b) To each Stockholder a Pro Rata Portion of a promissory note, in the form attached hereto as Exhibit B, such promissory notes (each, a “Note” and collectively, the “Notes”) having a aggregate value of $2,500,000 (the “Note Consideration”); (c) To each Stockholders a Pro Rata Portion of shares of Buyer’s common stock, $0.001 par value per share (“Buyer Common Stock Stock”) having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided 2,500,000), such number of shares to be determined by taking the average of the closing prices of a share of the Buyer Common Stock on the NYSE for Over the ten Counter Bulletin Board (10the “Average Price”) during the thirty (30) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum earlier of (i) the Payroll Payments, filing of a current report on Form 8-K with the Securities and Exchange Commission announcing the execution of this Agreement (the “Announcing 8-K”) or (ii) Closing Date and dividing such Average Price into $2,500,000 (the Retention Plan Payments and “Stock Consideration”); and (iiid) an amount equal to one (1) week's vacation pay for all the assumption of Sellers' employees as approximately $500,000 of Liabilities of the Closing Date; provided, however, that Company (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000“Liability Assumption”), The Cash Consideration, the Note Consideration, the Stock Consideration and (B) in the event an employee of any Seller leaves voluntarily prior Liability Assumption are hereinafter sometimes referred to as the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee“Total Consideration”.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration 2.1 The purchase price for the sale and purchase of the Assets Lands is TWO HUNDRED AND SEVENTY-FIVE THOUSAND DOLLARS (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and $275,000.00) subject to adjustment as provided set out in Section 2.06: section 4.1 herein (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000the “Purchase Price”), . The Purchase Price shall be payable as follows: (i) Such cash and Common Stock shall consist a deposit (the “Deposit”) of a combination of TWENTY-FIVE THOUSAND DOLLARS (A$25,000.00); (1) the Vendor acknowledging receipt as at the option date hereof of either Buyer or ITG, a number the sum of shares EIGHT THOUSAND ONE HUNDRED TWENTY-FIVE DOLLARS ($8,125.00); and (2) as to the sum of Common Stock SIXTEEN THOUSAND EIGHT HUNDRED AND SEVENTY-FIVE DOLLARS (the "Share Consideration"$16,875.00), equal by certified cheque payable to Fifty-Two Million Five Hundred Thousand Dollars the Vendor’s solicitor, in trust, to be delivered within seven ($52,500,0007) divided days following the date of acceptance of this Agreement, to be held in trust by the average Vendor’s solicitor pending Closing or other termination of this Agreement, and to be credited on account of the closing prices of a share of the Common Stock Purchase Price on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price")Closing; provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration");and (ii) the balance of the Purchase Price to be paid to the Vendor on Closing by certified cheque, money order or bank draft, subject to the adjustments in sections 4.1 and 19.1 as well as subject to the usual adjustments. 2.2 The Deposit shall be placed in a daily-interest savings account or term deposit with a Canadian chartered bank pending Closing or other termination of this Agreement. If either Buyer or ITG elect this Agreement is terminated for any reason other than a default by the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average PricePurchaser hereunder, the Cash Consideration Deposit shall be increased by cash in an amount equal returned to the product of (A) Purchaser with interest and without deduction. Interest earned on the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration Deposit shall be decreased by an amount equal for the credit of the Purchaser and shall be paid to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, Purchaser forthwith after Closing or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer other termination of the Assumed Liabilities; plus (c) an amount of cash (Agreement. The Vendor’s solicitor shall not be required to maximize such interest earned on the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeDeposit.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and The purchase of the Assets price (the "Purchase Price") for the Shares will be Two Million Seven Hundred Eighty Thousand Dollars ($2,780,000), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment payable as provided in Section 2.06follows: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars $750,000 previously deposited with the Seller on June 30, 1999; and (b) $105,000,000)250,000 previously deposited with the Seller on September 30, 1999; (c) $1,780,000 to be paid as follows: (i) Such $780,000 cash and Common Stock shall consist of a combination of at Closing; and (Aii) at the option of either Buyer or ITG, a number of shares of Common Stock A subordinated promissory note (the "Share ConsiderationNote"), equal to Fifty-Two in the original principal amount of One Million Five Hundred Dollars ($1,000,000), in the form attached hereto as Exhibit " A. The promissory note shall bear interest at eight percent (8%) per annum. Payments of interest only shall begin on January 1, 2000 and be due quarterly in arrears until October 1, 2001, when interest, together with quarterly principal reductions in the amount of Fifty Thousand Dollars ($52,500,00050,000) divided shall become payable with the final payment of principal and interest due and payable on the seventh year anniversary of the Closing Date. The Note shall be secured by a lien on the Shares being acquired by the average Buyer, and by a lien on all of the closing prices of a share assets of the Common Stock on Company. The Buyer's obligations under the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration Note shall be $16.929 per share (subordinate and subject in right of payment to the "Low Average Price"), prior payment of the obligations of the Buyer under credit facilities provided to the Buyer and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject Company by Sovereign Bank in an amount not to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two exceed One Million Three Hundred Seventy Five Hundred Thousand Dollars ($52,500,0001,375,000); provided, that if neither Buyer nor ITG elects exclusive of interest and fees (the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000"Original Principal Amount") (the "Cash ConsiderationSovereign Credit Facility") and to all extensions, renewals and replacements of the Sovereign Credit Facility up to but not in excess of the Original Principal Amount (such extensions, renewals, and replacements collectively with the Sovereign Credit Facility, the "Senior Indebtedness"); (ii) If either . All liens securing the obligations of the Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal Company with respect to the product of (A) the difference between the Actual Average Price Note shall also be subordinate and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option subject in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal right to the product of (x) prior liens arising under the difference between the High Average Price Senior Indebtedness. The Seller agrees to execute and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant deliver such documentation as may from time to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall time reasonably be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided requested by the Actual Average Price; plus (b) the assumption by Buyer holders of the Assumed Liabilities; plus (c) an amount of cash (Senior Indebtedness to confirm the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as terms of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeesubordination provided by this Section.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration (a) The purchase price for the sale and purchase of the Assets Options shall be an amount (the "Purchase Price") equal to the product of the highest Price Per Share obtained by Purchaser or any affiliate of Purchaser for the sale of any shares of common stock of Issuer beneficially owned by Purchaser or any affiliate of Purchaser during the twelve month period beginning on the date hereof and ending on the first anniversary of the date hereof multiplied by One Million Eight Hundred Fifty-One Thousand Eight Hundred Fifty (1,851,850); provided, Buyer however, that the purchase price shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five no event be less than Three Million Dollars ($105,000,000), 3,000,000.00) which amount shall be earned in full as of the date hereof. (b) The Purchase Price shall be due and payable as follows: (i) Such cash and Common Stock Purchaser shall consist pay to Seller, in immediately available funds, the nonrefundable amount of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Three Million Five Hundred Thousand Dollars ($52,500,0003,000,000.00) divided by on or prior to the average earlier of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per shareMarch 15, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), 2000 and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes date on which any person or group of calculating the Share Consideration shall be $20.691 per share persons owning less then ten percent (the "High Average Price"), and (B10%) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount stock of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees Issuer as of the Closing Date; provided, however, that (A) in no event date hereof shall the total amount acquire beneficial ownership of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG more than fifty percent (50%) of the sum outstanding common stock of Issuer; and (xii) Purchaser shall pay to Seller the amount balance of the Purchase Price beginning on the date on which any person or group of persons owning less then ten percent (10%) of the stock of Issuer shall acquire beneficial ownership of more than fifty percent (50%) of the outstanding common stock of Issuer in the same manner and at the same time as Purchaser receives consideration for the disposition of shares of common stock of Issuer. With respect to any of the Purchase Price paid through the delivery of securities, Purchaser and Seller agree that the terms of Section 12 of the Option Agreement shall apply mutatis mutandis to such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeesecurities.

Purchase Price. Subject to As consideration in full for the terms and conditions hereofAssets, in reliance Buyer shall, upon the representations Closing of this Agreement, deliver to Sellers, by wire transfer or certified check the collective sum of One Million Eight Hundred Thousand and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets No/100 Dollars ($1,800,000.00) (the "Purchase Price"). At Closing, Buyer shall pay allocate and deliver to Sellers (or Sellers' assignee)each Seller its portion of the Purchase Price, at Closing, as determined pursuant to Section 1.4 hereof. The Parties agree and subject to adjustment as provided in Section 2.06: (a) cash acknowledge that a non-refundable deposit of Fifty Thousand and Common Stock having an aggregate value of One Hundred Five Million No/100 Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,00050,000.00) (the "Cash ConsiderationDeposit"); (ii) If either has been delivered to Sellers by Buyer or ITG elect and is a credit against the Share Consideration option in paragraph (a)(i)(A) above, and Purchase Price. The Purchase Price shall be reduced dollar for dollar if the Actual Average Price inventory balance is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Seventy-Five Thousand Eight Hundred Thousand Dollars ($52,500,00075,800) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided. Likewise, howeverthe Purchase Price shall be increased if the inventory balance is greater than Seventy-Five Thousand Eight Hundred Dollars ($75,800), that (A) but in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Purchase Price be increased by more than Five Hundred Thousand Dollars ($22,500,0005,000). For purposes of this Section, inventory shall mean those assets that comprise the inventory balance listed on Westbank's balance sheet, dated as of December 31, 2000, including but not limited to all usable supplies, inventories, drugs and other disposables and consumables. Westbank shall determine the value of the inventory as of the 19th day of April, 2001, and with respect to same, shall attach, as Schedule 1.3, final inventory statements describing such inventory. The Parties agree that the value of the inventory is Seventy-Eight Thousand Seven Hundred Forty-Two Dollars (B$78,742) and that there will be a Two Thousand Nine Hundred Forty-Two Dollar ($2,942) increase in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Purchase Price as described directly above. Buyer shall nevertheless pay deliver such increase to ITG fifty percent Westbank, by wire transfer or certified check, within seven (50%7) of business days after the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeClosing.

Purchase Price. Subject to On the terms and conditions hereof, in reliance upon date of the representations and warranties closing of Sellers and the covenants of Sellers herein set forthtransactions contemplated by this Agreement, and as in consideration for the sale and purchase delivery of the Assets (Company Shares, the "Purchase Price")Buyer agrees to pay and deliver or cause to be paid and delivered to the Shareholders and certain of their affiliates, Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Fourteen Million and No/100 Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,00014,000,000.00) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average “Purchase Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000”), and (B) in accordance with the event an employee of any Seller leaves voluntarily prior to following: a. On the Closing Date, Buyer shall nevertheless pay or cause to ITG fifty be paid and deliver to or for the benefit of Shareholders Nine Million Eight Hundred Thousand and No/100 Dollars ($9,800,000.00) payable in cash, by wire transfer or other delivery of immediately available funds (the “Closing Cash Payment”). The Closing Cash Payment shall be allocated among the Shareholders in the manner set forth on Exhibit 1.2(a) hereto. The Closing Cash Payment together with the Two Hundred Thousand and No/100 Dollars ($200,000) cash deposit tendered on or about June 25, 2006, constitute the Ten Million and No/100 Dollars ($10,000,000.00) Total Cash Payment. b. On the Closing Date, as part of the Purchase Price, Buyer shall issue and deliver to the Shareholders a promissory note in the form attached as Exhibit 1.2(b) made by Buyer in the original principal amount of Two Million and No/100 Dollars ($2,000,000.00) which shall bear simple interest at a rate of five (5%) percent per annum and shall have a term of twelve (5012) months from the Closing Date (“Seller Note No. 1”). After maturity the note shall bear simple interest at the rate of fifteen (15%) per annum. Accrued interest shall be paid monthly on the first (1st) day of each month following Closing. c. On the Closing Date, as part of the Purchase Price, Buyer shall issue and deliver to the Shareholders a promissory note in the form attached as Exhibit 1.2(c), made by Buyer in the original principal amount of One Million and No/100 Dollars ($1,000,000.00) which shall bear simple interest at the rate of five (5%) percent per annum and shall have a term of twelve (12) months from the Closing Date (“Seller Note No. 2”). After maturity the note shall bear simple interest at the rate of fifteen (15%) per annum. Accrued interest shall be paid monthly on the first (1st) day of each month following Closing. In the event Xxxxx X. Xxxx, Xx. resigns his employment with the Company (for any reason other than death, disability or the development of a serious personal medical problem) or is terminated for cause [as defined in the Employment Agreement attached as Exhibit 4.1(e)(1)] prior to the maturity date of Seller Note Xx. 0, Xxxxxx Xxxx Xx. 0 xxxxx xx surrendered by Shareholders to Buyer and cancelled by Buyer in which event Shareholders shall forfeit any and all right to the remaining unpaid balance of Seller Note No. 2. d. On the Closing Date, as part of the Purchase Price, Buyer shall issue and deliver to the Shareholders a promissory note in the form attached as Exhibit 1.2(d), made by Buyer in the original principal amount of One Million and No/100 Dollars ($1,000,000.00) which shall bear simple interest at the rate of five (5%) percent per annum and shall have a term of twenty-four (24) months from the Closing Date (“Seller Note No. 3”). After maturity the note shall bear simple interest at the rate of fifteen (15%) per annum. Accrued interest shall be paid monthly on the first (1st) day of each month following Closing. The right to the payment of the principal on Seller Note No. 3 shall vest in Shareholders in the proportion of twelve twenty-fourths (12/24th) of the sum whole on the due date of the twelfth interest payment and one twenty-fourth (x1/24th) of the whole on the due date of each interest payment thereafter. However, in the event Xxxxx X. Xxxx, Xx. resigns his employment with the Company (for any reason other than death, disability or the development of a serious personal medical problem) or is terminated for cause [as defined in the Employment Agreement attached as Exhibit 4.1(e)(1)] prior to the vesting date of any principal payment or payments on Seller Note Xx. 0, Xxxxxx Xxxx Xx. 0 xxxxx xx surrendered by Shareholders to Buyer and cancelled by Buyer in which event Shareholders shall forfeit any and all right to the remaining unpaid balance of Seller Note No. 3. e. At any time on or after the first anniversary date of the Closing, Seller may convert all or any part of the unpaid principal balance of Seller Note No. 1 and/or Seller Note No. 2 into the common stock of Buyer (“OMNI Shares”) at a per share price equal to the lesser of the then current market price of an OMNI Share or Eight and No/100 Dollars ($8.00) per OMNI Share. At any time on or after the second anniversary date of the Closing, Seller may convert all or any part of the unpaid principal balance of Seller Note No. 3 into OMNI Shares at a per share price equal to the lesser of the then current market price of an OMNI Share or Eight and No/100 Dollars ($8.00) per OMNI Share. Notwithstanding the foregoing, if Buyer desires to pay-off all or part of a note or notes early and has called a note or notes for redemption, the right to convert the note or notes into OMNI Shares will terminate at the close of business on the fifth business day prior to the day fixed as the date of redemption. f. Seller Note No. 1, Seller Note No. 2 and Seller Note No. 3 shall be callable at any time at face value by Buyer during the term of the notes. Should Buyer elect to call or redeem one or more notes, in whole or in part, by paying to Shareholder all or part of the outstanding principal amount plus all unpaid interest to the date of redemption, Buyer shall give Shareholder written notice thereof not less than fifteen (15) days prior to the date designated as the redemption date. Seller Note No. 1, Seller Note No. 2 and Seller Note No. 3 shall, at all times, be subordinate to Buyers senior lenders including any replacement, substitute or refinance lenders. Buyer’s current senior lenders are Xxxxxxx Business Credit Corporation a New York corporation, and ORIX Finance Corp., a Delaware corporation. g. On the Closing Date, the Buyer shall assume the current debt of the Company outstanding at such employee would time (the “Closing Assumption of Debt”). However, on the Closing Date, the Company may only have received under the Retention Plan plus Iberia Bank debt referenced on the September 30, 2006 balance sheet outstanding, except as set forth on Schedule 1.2(g) which debt shall be current in payment and shall not exceed Two Million Three Hundred Thousand Dollars (y) one (1) week's vacation pay for such employee$2,300,000.00).

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as In consideration for the sale sale, assignment, transfer and purchase delivery of the Assets to Buyer, Buyer shall pay to Seller Nine Million, Seven Hundred and Thirty Thousand U.S. Dollars (US$9,730,000) (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment payable as provided in Section 2.06follows: (a) cash and Common Stock having US$5,500,000 (the "Closing Payment") shall be paid by Buyer to Seller at the Closing in cash, by wire transfer, to an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows:account designated by Seller. (ib) Such cash and Common Stock shall consist of a combination of (A) at US$750,000 in the option of either Buyer or ITG, a number form of shares of Common Stock Buyer's common shares, no par value (the "Share ConsiderationEscrow Shares"), equal shall be deposited for one year from the Closing Date with Wachovia Bank, National Association, as escrow agent (the "Escrow Agent"), such Escrow Shares to Fifty-Two Million Five Hundred Thousand Dollars be held as the exclusive source ($52,500,000except as otherwise set forth in Section 8.8) divided against which Buyer may assert claims for indemnification under Article VIII, and disbursed, in accordance with an Escrow Agreement, substantially in the form attached hereto as Exhibit 2.1(b) with such changes as may be required by the Escrow Agent (the "Escrow Agreement"). The number of Escrow Shares shall be determined by valuing each such share at the average of the closing prices of a share of for the Common Stock Buyer's common shares as quoted on the NYSE Nasdaq SmallCap Market for the ten (10) trading 20 days ending on that such Market was open for the trading day immediately preceding transaction of business prior to the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plusDate. (c) an amount US$1,530,000 in the form of cash a promissory note of Buyer (the "Employee PaymentsPromissory Note") shall be delivered by Buyer to Seller at the Closing. The note shall (i) bear interest at the rate of 6.0% per annum; (ii) subject to adjustment under Section 2.4, provide for payment in full on June 1, 2005 of principal plus all accrued interest; (iii) be secured by the Assets; (iv) be senior to all of Buyer's other debt, except for Buyer's existing debt with the Bank of Montreal or any successor financing (the "Senior Debt") up to an aggregate amount equal to the sum of (iA) Cdn$3,000,000 plus (B) US$900,000 (the Payroll Payments, "Senior Debt Limit"); (iiv) accelerate in the Retention Plan Payments event and to the extent of any increase in the amount of debt of outstanding over the Senior Debt Limit; (iiivi) an amount equal accelerate upon and to one (1) week's vacation pay for all the extent of Sellers' employees as the net proceed of a sale of assets of Buyer after the Closing Date, other than a sale in the ordinary course of business; provided, however, that (Avii) accelerate upon the issuance or sale of any equity of Buyer by Buyer up to and to the extent of any net proceeds received by Buyer in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), such sale; and (Bviii) be substantially in the form attached hereto as Exhibit 2.1(c). Notwithstanding any other provisions of this document, in the event an employee that Buyer sells 6FigureJobs.com ("6Figure") or substantially all of any Seller leaves voluntarily the assets of 6Fxxxxx xxxxx xxx date of this Agreement but prior to the Closing, the US$1,530,000 of the Purchase Price otherwise payable in the form of the Promissory Note, shall be payable at Closing in United States dollars. (d) US$1,950,000 in the form of Buyer's common shares, no par value (the "Purchase Price Shares," and together with the Escrow Shares, the "Shares"). The number of Purchase Price Shares shall be determined by valuing each such share at the average of the closing prices for the Buyer's common shares as quoted by the Nasdaq SmallCap Market for the 20 days that such Market was open for the transaction of business prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having The consideration payable by the Purchaser to the Company for the Initial Membership Interests to be acquired on the Initial Closing Date shall be an aggregate value amount of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000500,000), of which One Hundred Fifty Thousand Dollars ($150,000) divided by has been previously paid as a deposit to be credited against the average of Purchase Price and the closing prices of a share of the Common Stock remaining Three Hundred Fifty Thousand Dollars ($350,000) shall be payable as follows on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Initial Closing Date (the "Actual Average Price"as defined below): (i) a cash payment of One Hundred Fifty Thousand Dollars ($150,000); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash a note in the principal aggregate amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000200,000); provided, substantially in the form of Exhibit B hereto, which shall provide that if neither Buyer nor ITG elects the Share Consideration set forth it is payable in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall four equal One Hundred Five Million installments of Fifty Thousand Dollars ($105,000,00050,000) each, with one installment to be paid on each of the following dates: 30 days, 60 days, 90 days and 120 days following the Initial Closing Date. (b) The consideration payable by the Purchaser to the Company for the Option Membership Interests to be acquired upon exercise of the Option (the "Cash Consideration"“Option Purchase Price”) shall be an aggregate amount of Four Hundred Thousand Dollars ($400,000) which shall be payable on the Second Closing Date (as defined below);, if Purchaser exercises the Option. (iic) If either Buyer or ITG elect The consideration payable by the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal Purchaser to the product Representing Parties for the Second Option Membership Interests to be acquired upon exercise of the Second Option (A) the difference between the Actual Average Price and the Low Average “Second Option Purchase Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A”) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum greater of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one three times the EBIT (1earnings before interest and taxes) week's vacation pay for all of Sellers' employees as of the Closing DateCompany for the prior fiscal year; provided, however, that or (Aii) in no event shall the total amount of the Employee Payments exceed Twenty-Two One Million Five Seven Hundred Fifty Thousand Dollars ($22,500,0001,750,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject (1) The Purchase Price shall be, subject to the terms adjustment provided for herein, the sum of Three Million One Hundred and conditions hereof, in reliance upon the representations and warranties Twenty Thousand dollars ($3,120,000.00) of Sellers and the covenants lawful money of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06:Canada. (a2) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), The Purchase Price shall be payable as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (Ba) subject to paragraphs the terms hereof, the Purchaser issues and delivers upon the unconditional acceptance of this agreement 100,000 restricted shares to Xxxxx Xxxxx as a deposit to be held by him in trust and to be credited to the Purchaser on closing at the issue price of US$_1.00 per share. b) the sum of $1,000,000.00 by way of certified cheque or bank draft on Closing to the order of the Vendors in proportion to their shareholdings, as they direct in writing, with $332,000 of same to be allocated to the preference shares being acquired; c) the sum of $500,000.00 shall be paid in three (ii3) equal monthly payments, commencing on January 15, 2006 and monthly thereafter on the 15th day of each month until fully paid to the order of the Vendors in proportion to their shareholdings, as they direct in writing; d) subject to the terms hereof, the balance of the Purchase Price is to be paid in the form of 1,250,000 restricted shares in the Purchaser valued on the day of Closing at the issue price of US$ 1.00 per share; (iii3) belowThe Parties agree to make the necessary adjustments to the Purchase Price, cash in on a dollar-for-dollar basis, based on any discrepancy between the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, 700,000 and the Actual Average Price is less than amount of "Net Equity" of the Low Average Corporation, "Net Equity" being defined herein as the excess of all assets over liabilities of the Corporation without consideration of any indebtedness to the Business Development Bank of Canada ("BDC") as at the Effective Date. Net Equity shall be determined using the balance sheet in the Effective Date Financial Statements, which will be prepared and delivered to the Purchaser and Vendors for their review and approval, acting reasonably, within 15 days of Closing. If the adjustment results in a decrease in the Purchase Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) parties will adjust the number of shares of Common Stock actually the Purchaser issued pursuant to paragraph (a)(i) above; and (iii) in favour of the Vendors. If either Buyer or ITG elect the Share Consideration option adjustment results in paragraph (a)(i)(A) above, and an increase in the Actual Average Price is higher than the High Average Purchase Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) increase will be paid in the event an employee of any Seller leaves voluntarily prior cash or certified cheque to the Closing DateVendors or as they direct in writing in 3 equal monthly instalments payable September 1, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (2005, October 1) week's vacation pay for such employee., 2005 and November 1, 2005

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The purchase price for the sale and purchase of the Assets Shares will be Five Million Dollars ($5,000,000) (the "Purchase PricePURCHASE PRICE"), Buyer . The Purchase Price shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment be paid as provided in Section 2.06follows: (a) cash and Common Stock having an aggregate value of One Hundred Five Four Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Four Hundred Thousand Dollars ($52,500,0004,400,000) divided shall be payable by Buyer at the average Closing by wire transfer of the closing prices of a share of the Common Stock on the NYSE for the ten immediately available funds to such account as Seller may reasonably direct by written notice delivered to Buyer at least one (101) trading days ending on the trading day immediately preceding before the Closing Date (the "Actual Average Price"as hereinafter defined); provided, however, that ; (xb) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Six Hundred Thousand Dollars ($52,500,000); provided, that if neither 600,000) shall be payable by Buyer nor ITG elects at the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion Closing pursuant to this paragraph a negotiable promissory note maturing five (a)(i5) years from the Closing Date and bearing interest at the rate of 8.5% per annum (the "PROMISSORY NOTE"), with interest payments only for the first twenty-four months, and the balance amortized and payable thereafter in equal monthly installments of principal and interest until the maturity date thereof. (c) Seller shall equal One Hundred Five pay off Shutters' industrial revenue bonds prior to or on the Closing Date. Seller shall forgive intercompany debt owing to Seller by Shutters on the Closing Date in an amount, which, when added to the amount of outstanding industrial revenue bonds, shall be Three Million Dollars ($105,000,000) (the "Cash Consideration"3,000,000); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above. If, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to on the Closing Date, the amount of the intercompany debt, which, when added to the amount of outstanding industrial revenue bonds, exceeds Three Million Dollars ($3,000,000), the Buyer shall nevertheless pay such excess amount in cash to ITG fifty percent Seller, such amount to be paid by Buyer as soon as such excess amount is determined, but in no event later than thirty (50%30) of days after the sum of (x) Closing Date. If, on the Closing Date, the amount of intercompany debt, which, when added to the amount of outstanding industrial revenue bonds, is less than Three Million Dollars ($3,000,000), the Seller shall pay the amount of such employee would have received under deficiency to Buyer in cash, such amount to be paid by Seller as soon as such deficiency is determined, but in no event later than thirty (30) days after the Retention Plan plus (y) one (1) week's vacation pay for such employeeClosing Date.

Purchase Price. Subject 3.1 The Purchase Price for the Shares, the covenant not to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers compete and the other assignments and covenants herein described shall consist of Sellers herein set forth, and as consideration for the sale and purchase of the Assets a fixed amount (the "Purchase PriceFixed Amount") and a contingent amount (the "Contingent Amount"), Buyer . 3.2 The Fixed Amount of the Purchase Price shall pay to Sellers be the sum of Four Million Four Hundred Dollars (or Sellers' assignee$4,400,000), at Closing, and subject to adjustment payable as provided in Section 2.06follows: (a) cash and Common Stock having an aggregate value The sum of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Four Hundred Thousand Dollars ($52,500,000400,000) divided by shall be payable in cash, certified funds or wire transfer of immediately available funds at the average time of Closing. Such funds shall be nonrefundable unless it is determined that the audited financial statements of ABS more fully described in Section 4.5(q) hereof cannot be prepared due to an inability of ABS to satisfy all applicable auditing standards, policies and procedures, and GAI elects to rescind the purchase and sale of the closing prices of a share common stock provided for herein; (b) The balance of the Common Stock on Fixed Amount of the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Purchase Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Four Million Dollars ($105,000,0004,000,000) shall be evidenced by GAI's convertible promissory note (the "Cash ConsiderationPromissory Note") payable to the order of Shareholder ("Holder"); , which shall be repayable, together with interest at the rate of eight percent (ii8%) If either Buyer or ITG elect per annum, in monthly installments amortized over a term of seven (7) years. The first payment of $25,000 shall be due on October 15, 1997, with regular monthly installments of principal and interest to begin November 15, 1997 and continuing thereafter until the Share Consideration option Promissory Note is paid in paragraph (a)(i)(A) above, full. Interest shall be computed from the date of Closing and interest accrued for the period between the Closing Date and the Actual Average Price is less than the Low Average Price, the Cash Consideration first installment payment shall be increased by cash amortized over the term of the Promissory Note. In addition to the regular monthly installments, GAI shall be obligated to prepay the principal balance of the Promissory Note to the extent of and in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of GAI's annual earnings before interest, taxes, depreciation and amortization ("EBITDA") in excess of $1,300,000 per year (the sum "Mandatory Prepayment"). In addition, GAI shall have the right, but not the obligation to prepay all or any portion of (x) the principal balance and any accrued and unpaid interest in excess of the Mandatory Prepayment amount such employee would have received under at any time without penalty. The Promissory Note shall be substantially in the Retention Plan plus (y) one (1) week's vacation pay for such employee.form of Exhibit 3.2

Purchase Price. Subject to At the Closing, upon the terms and subject to the -------------- conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "Purchase Price")forth herein, Buyer shall pay to Sellers (or in consideration for the Assets, by wire transfer of immediately available funds to an account designated by Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an the aggregate value amount of One Hundred Five Eighteen Million Dollars ($105,000,000), as follows: (i18,025,000) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average Cash Portion of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Purchase Price"), and (y) 102,432 shares of RSC Common Stock; subject, however, to adjustment as set forth in Section 2.5 and less the ------- ------- Holdback Amount as described below. In addition, Buyer shall pay an aggregate of 102,435 additional shares of RSC Common Stock, payable in equal installments of 34,145 shares of RSC Common Stock over three years, if the Actual Average Price is greater than $20.691 per sharecertain performance objectives to be mutually agreed upon by Closing are met; provided however, in any event, the average price used for purposes additional 102,435 shares of calculating RSC Common Stock will be payable in equal installments of 20,487 shares of RSC Common Stock over five years. Any RSC Common Stock paid to Sellers will be contributed by RSC to RSC Acquisition Corp. and by RSC Acquisition Corp. to Buyer in a transaction intended to qualify under Section 351 of the Share Consideration Code immediately prior to delivery of such RSC Common Stock to Sellers. The Purchase Price shall be $20.691 per share (allocated among the "High Average Price"), Assets in the manner required by Section 1060 of the Code and (B) subject to paragraphs (ii) and (iii) below, cash in regulations thereunder. Exhibit 2.4 attached hereto sets forth the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000)the Purchase Price allocable to the various Assets; provided, provided that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration such allocation shall be increased by cash subject to necessary adjustments, to be completed and reflected in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to such allocation within 30 days following the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) on account of the sum of (x) the amount such employee would have received final Inventory and Equipment valuations under the Retention Plan plus (y) one (1) week's vacation pay for such employeeSections 2.5.1 and 2.

Purchase Price. Subject The purchase price to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration be paid for the sale and purchase Share Capital shall be the aggregate of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06following: (a) cash and Common Stock having an aggregate value of One Hundred Five Four Million Dollars Deutsche Marks ($105,000,000), as follows: DM 4,000,000) (i"Initial Payment") Such cash and Common Stock shall consist of a combination of (A) payable by certified check or wire transfer duly received at the option of either Buyer or ITG, a number of shares of Common Stock Closing (the "Share Consideration"), equal as hereinafter defined) to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash each Shareholder in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plusbelow opposite each Shareholders' name: 2 Name Amount ---- ------ Wilkx XX 0,044,000 Hess XX 00,000 Klinx XX 0,000,000 ------------ Total DM 4,000,000 (b) the assumption by Buyer of the Assumed Liabilities; plus An amount (c) an amount of cash (the "Employee PaymentsFinal Payment") equal to the sum Net Value (as hereinafter defined) of VideV as of the end of the Earnout Period (as hereinafter defined) less the Initial Payment. The Final Payment will be paid one-half in cash and one-half in unregistered shares of Common Stock, $0.01 par value per share, of Ultrak ("Ultrak Stock"). For purposes of this Section 1.02(b), the value of Ultrak Stock will be the average closing price for the final twenty (20) trading days on the NASDAQ National Market System ending on the last business day of the Earnout Period and such average closing price shall be converted to Deutsche Marks using the United States Dollar to Deutsche Mark xxxversion rate on the last business day of the Earnout Period. The "Net Value" is the product of (i) the Payroll Paymentsearnings of Videv after all expenses other than income taxes for the fiscal year ending December 31, 1997 (the "Earnout Period") times (ii) six (6). The Net Value will be calculated in accordance with United States generally accepted accounting principles ("GAAP") and shall not include any costs or expenses of VideV related to the Retention Plan Payments and (iii) an amount equal Acquisition. Notwithstanding anything to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; providedcontrary in this Agreement or in any other agreement, however, that (A) in no event shall the total minimum amount of the Employee Payments exceed Twenty-Final Payment shall not be less than Two Million Five Hundred Thousand Dollars Deutsche Marks ($22,500,000DM 2,000,000) and no more than Four Million Deutsche Marks (DM 4,000,000). The Net Value of VideV for the Earnout Period shall be conclusively determined by Granx Xxxxxxxx XXX and shall be binding on Ultrak, VideV, and each Shareholder. The Final Payment shall be payable (B) or in the event an employee case of any Seller leaves voluntarily prior the shares of Ultrak Stock issuable to Wilkx) xxthin thirty (30) days of the completion of the audit of VideV (which audit shall be completed no later than March 31, 1998) as follows as to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent minimum amount (50%) and any amount payable in excess of the sum minimum amount will be payable in the same pro rata percentages): Shares of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.Name Cash Ultrak Stock ---- ----- ------------ Wilkx 536,000 1,000,000 Hess 64,000 0 Klinx 400,000 0 ------- ------------- Total DM 1,000,000 DM 1,000,000

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration 3.1.1 The Purchase Price for the purchase and sale and purchase of the Acquired Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment be as provided in Section 2.06follows: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000)3,000,000, as follows: less (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG$225,650, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price which is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars the unearned maintenance or other revenues ($52,500,000); provided, that if neither Buyer nor ITG elects including consulting fees and training fees) under those Purchased Contracts with Clients in the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer United States or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees Canada as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (Bii) in $202,500, which is the event an amount for employee of any Seller leaves voluntarily prior to bonuses payable after the Closing Date, in cash; and (b) (i) delivery, on a date which is five business days after delivery by the Seller to the Buyer shall nevertheless pay on or before April 15, 1998 of written notice of the resolution to ITG fifty percent the mutual satisfaction of the Buyer and the Seller of certain issues outstanding as of the date hereof together with a Lock-up and Registration Rights Agreement (50%the "Registration Rights Agreement") in the form attached as Schedule 3.1.1(b) hereof executed by the Seller (together a "Resolution Notice"), of 1,000,000 shares (the "Shares") of the sum Buyer's common stock, par value $.001 per share ("Common Stock") and a Registration Rights Agreement executed by the Buyer; or (ii) if the Buyer has not received a Resolution Notice from the Seller on or before April 15, 1998, $2,000,000 payable on the first anniversary of (xthe Closing Date and $2,000,000 payable on the second anniversary of the Closing Date, in each case payable in cash or Common Stock, at the option of the Buyer. If the Buyer elects to pay with Common Stock, the shares issued to the Seller shall be valued at 95% of the average closing price of Buyer's Common Stock on the Nasdaq Stock Market for the 20 trading days prior to the date of issuance, and, when issued, such shares shall have been registered for resale pursuant to the Securities Act of 1933, as amended, which registration shall be kept effective by the Buyer for no less than 270 days following such issuance. The Seller agrees that any sales of such shares shall be subject to a right of first refusal of the Buyer governed by the procedures and the terms set forth in Section 1(c) and 1(d), as the case may be, of the Registration Rights Agreement, which procedures and terms are incorporated by reference as if set forth in full herein. 3.1.2 All payments of cash in respect of the Purchase Price shall be made by wire transfer in immediately available funds to such account of the Seller as it may specify by written notice to the Buyer. 3.1.3 If the Seller after the Closing Date receives from any client in respect of any Purchased Contract assigned to the Buyer payments for unearned maintenance or other revenues not deducted from the Purchase Price pursuant to Section 3.1, the Seller shall promptly pay to the Buyer the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeso received.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars (Buyer agrees to pay to Seller $105,000,000), 7,875,000.00 as the total purchase price for the Premises. Such total purchase price shall be paid by Buyer to Seller as follows: (i) Such cash $2,250,000.00 (adjusted by prorations and Common Stock shall consist of a combination of (Acredits allowed the Parties under this Agreement) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes paid in cash or other form of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject payment acceptable to paragraphs Seller at closing; and (ii) The remaining balance of $5,625,000.00 of such total purchase price shall be paid together with interest from and after the time of closing at the rate of four and one-half percent (iii4.5%) belowper annum upon the unpaid balance in the following manner: a. $253,125.00, representing interest only for a period of twelve (12) consecutive months from and after the time of closing, shall be paid by Buyer to Seller in cash or other form of payment acceptable to Seller at closing; b. $63,281.25, representing the monthly payments of interest only in the amount of Fifty-Two Million Five Hundred Thousand Dollars $21,093.75 per month for each of the next three ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A3) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration consecutive months shall be increased by cash paid in an amount equal to monthly installments on the product same day of (A) the difference between month as the Actual Average Price and the Low Average PriceClosing commencing in January, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above2020; and (iii) If either Buyer or ITG elect c. $5,625,000.00, representing the Share Consideration option in paragraph (a)(i)(A) aboveunpaid principal amount outstanding, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal due and payable, together with any unpaid accrued interest, on the same day of the month as the Closing in the month of March, 2020. The obligation of Buyer to pay such remaining balance of the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) total purchase price shall be equal evidenced by a promissory note in the form attached hereto as Exhibit B (the “Note”) and secured by a mortgage granting a first lien on the Premises in the form attached hereto as Exhibit C. Buyer shall have the privilege to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by pay the Actual Average Price; pluswhole or any part of such outstanding indebtedness at any time without penalty or premium. (b) The Village and the assumption by Buyer mutually intend and agree that of the Assumed Liabilities; plus (c) an total purchase price of $7,875,000.00, the amount of cash ($2,725,000.00 shall be rebated to Buyer by Seller in the "Employee Payments") equal to the sum form of (i) the Payroll Payments, (ii) the Retention Plan Payments Monthly Installments of Rent under that certain Lease Agreement by and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees between Seller and Buyer dated as of December 1, 2018 for Hangar 3, a copy of which is attached hereto as Exhibit D. Such Rebate shall be paid to Buyer by Seller in 60 equal consecutive monthly installments of $45,416.67 each on the same day of the month as the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeimmediately following 60 consecutive months thereafter.

Purchase Price. Subject to On the terms and conditions hereof, in reliance upon date of the representations and warranties closing of Sellers and the covenants of Sellers herein set forthtransactions contemplated by this Agreement, and as in consideration for the sale and purchase delivery of the Assets (Company Shares, the "Purchase Price")Buyer agrees to pay and deliver or cause to be paid and delivered to the Shareholders and certain of their affiliates, Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of Twenty-One Million Seven Hundred Five Million Thousand and No/100 Dollars ($105,000,000), as follows: (i21,700,000.00) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fiftyassume certain long term debt not to exceed One Million Eight Hundred Sixty-Two Million Five Hundred Eight Thousand and No/100 Dollars ($52,500,0001,868,000.00) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten certain long term debt (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per sharecollectively, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average “Purchase Price"”), and (y) if in accordance with the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration");following: (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to a. On the Closing Date, Buyer shall nevertheless pay or cause to ITG fifty percent be paid and deliver to or for the benefit of Shareholders Sixteen Million and No/100 (50$16,000,000.00) Dollars payable in cash, by wire transfer or other delivery of immediately available funds (the “Closing Cash Payment”). The Closing Cash Payment shall be allocated among the Shareholders in the manner set forth on Exhibit 1.2(a) hereto. b. On the Closing Date, as part of the Purchase Price, Buyer shall issue and deliver to the Shareholders a promissory note made by Buyer in the original principal amount of Two Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Six and 66/100 ($2,666,666.66) Dollars which shall bear interest at a rate of five (5%) percent per annum and shall have a term of twenty-four (24) months from the Closing Date (“Seller Note No. 1”). In the event either Xxxxxx X. Xxxxx, Xx. or Xxxxx Xxxxxx resigns his employment with the Company or is terminated for cause prior to the maturity date of Seller Note Xx. 0, Xxxxxx Xxxx Xx. 0 xxxxx xx surrendered by Shareholders to Buyer and cancelled by Buyer in which event Shareholders shall forfeit any and all rights to the remaining unpaid balance of Seller Note No. 1. c. On the Closing Date, as part of the sum Purchase Price, Buyer shall issue and deliver to the Shareholders a promissory note made by Buyer in the original principal amount of Five Hundred Thirty-Three Thousand Three Hundred Thirty Three and 34/100 Dollars (x$533,333.34) which shall bear interest at the amount such employee would rate of five (5%) percent per annum and shall have received under a term of thirty-six (36) months from the Retention Plan plus Closing Date (y) one (1) week's vacation pay “Seller Note No. 2”). In the event either Xxxxxx X. Xxxxx, Xx. or Xxxxx Xxxxxx resigns his employment with the Company or is terminated for such employeecause prior to the maturity date of Seller Note Xx. 0, Xxxxxx Xxxx Xx. 0 xxxxx xx surrendered by Shareholders to Buyer and cancelled by Buyer in which event Shareholders shall forfeit any and all right to the remaining unpaid balance of Seller Note No. 2.

Purchase Price. (a) Subject to adjustment as described below, the terms purchase price shall be Eight Million Eight Hundred Thousand and conditions hereofNo/100 Dollars ($8,800,000.00), in reliance upon which is the representations and warranties of Sellers and amount equal to four (4) times the covenants of Sellers herein set forth, and as consideration for the sale and purchase estimated trailing twelve month EBITDA of the Assets Company as of September 30, 2011 (the "“Purchase Price"”). At Closing, Purchaser shall pay Seller the Purchase Price as follows: (a) cash in the amount of Two Million Two Hundred Thousand and No/100 Dollars ($2,200,000.00), Buyer shall pay to Sellers (or Sellers' assigneeb) the Promissory Note, (c) shares of the Perpetual Preferred Stock of Purchaser with the value thereof based on liquidation preference at Two Million Two Hundred Thousand and No/100 Dollars ($2,200,000.00), at Closing, and subject to adjustment as provided in Section 2.06: described below, and (ad) cash shares of common stock of Purchaser with a value equal to Two Million Two Hundred Thousand and Common Stock having an aggregate value of One Hundred Five Million No/100 Dollars ($105,000,0002,200,000.00). The number of common shares shall be based on the volume weighted average price of the common stock of Purchaser during each of the trading days between the Effective Date and the Closing Date. After Closing, Purchaser and Seller shall each have the option to engage a qualified independent accounting firm, mutually agreed upon by Purchaser and Seller, to audit the financial records of the Company for the twelve months ended September 30, 2011 for the sole purpose of determining EBITDA for that period, which audit shall be completed on or before the date ninety (90) Business Days after the Closing. The expenses related to such audit shall be the sole responsibility of the party electing to have such audit performed. In the event either party disputes the results of the audit, the parties agree to use reasonable efforts to resolve such dispute within fifteen (15) days; provided, however, if the parties cannot resolve such dispute within such fifteen (15) day period, either party may send such dispute to arbitration pursuant to the terms of Section 11.15. Any adjustments to the Purchase Price resulting from such audited EBITDA being greater or less than the estimated $2,200,000.00 amount shall be made solely to the Perpetual Preferred Stock component of the total Purchase Price. (b) Attached hereto as Schedule 2.2(b) is an estimated closing statement as of the Closing Date jointly prepared by the Seller and the Purchaser (the “Estimated Closing Statement”), which Estimated Closing Statement sets forth the cash payment that is to be made by the Seller or MHR (as follows: defined below) to the Company or by the Company to the Seller or MHR as of the Closing Date that will cause the Company to have a working capital balance of (i) Such cash $750,000 plus (ii) all net amounts withdrawn from the Company by MHR between the Effective Date and Common Stock the Closing Date or, if applicable, minus (iii) all net amounts advanced by MHR to the Company between the Effective Date and the Closing Date, taking into consideration all amounts committed by the Company toward the reworking the Company’s Xxxxxx disposal well, any doubtful accounts receivable over and above the current reserve set by the Company and any expenditures that should reasonably should have been made in 2011, but were deferred until the period between the Effective Date and the Closing Date, all of the foregoing being set described in reasonable detail on the Estimated Closing Statement, including the attachments thereto (such amount to be paid as of the Closing Date being referred to as the “Estimated Closing Statement Amount”). Within sixty (60) days after Closing, Purchaser shall consist provide to Seller a revised closing statement as of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock Closing Date in the same format as the Estimated Closing Statement (the "Share Consideration"), equal “Final Closing Statement”) that has been adjusted to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by correct any inaccuracies in the average Estimated Closing Statement and shall specify the actual amount that should have been paid as of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"“Final Closing Statement Amount”). Inaccuracies with respect to commitments by the Company toward the reworking of the Xxxxxx disposal well shall include only amounts committed by the Company prior to the Closing Date that differ from that set forth in the Estimated Closing Statement. Inaccuracies with respect to doubtful accounts receivable will include only amounts actually collected during the described period that were listed as doubtful in the Estimated Closing Statement. Inaccuracies with respect to deferred expenditures shall include only incorrect amounts for the expenditures already listed. Purchaser shall provide to Seller access to the appropriate Purchaser personnel and all supporting financial statements, work sheets and other documentation used to produce the Final Closing Statement. In the event Seller disputes the Final Closing Statement, the parties agree to use reasonable efforts to resolve such dispute within fifteen (15) days; provided, however, that (x) if the Actual Average Price is less than $16.929 per shareparties cannot resolve such dispute within such fifteen (15) day period, either party may send such dispute to arbitration pursuant to the terms of Section 11.15. If, upon the agreement of Seller and Purchaser, or the final resolution of the dispute pursuant to the terms of Section 11.15 (the “Settlement Date”), the average price used for purposes of calculating Final Closing Statement Amount is more than the Share Consideration shall be $16.929 per share Estimated Closing Statement Amount, then Seller shall, within five (5) days after the "Low Average Price")Settlement Date, and (y) if pay to Purchaser an amount in cash equal to such deficiency. If upon the Actual Average Price is greater than $20.691 per shareSettlement Date, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price Final Closing Statement Amount is less than the Low Average PriceEstimated Closing Statement Amount, then Purchaser shall, within five (5) days after the Cash Consideration shall be increased by cash in Settlement Date, pay to Seller an amount in cash equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeexcess.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration (a) The total purchase price for the sale and purchase of the Assets (the "Purchase Price"), Buyer ) shall pay to Sellers be the sum of the following: (or Sellers' assignee), i) cash payment by a certified check at Closing in the amount of $1.8 million; (ii) three (3) cash installment payments (the "Installment Payments") in the amount of $800,000 on each of the three (3) anniversaries following the Closing, and subject to adjustment as provided in Section 2.06: Sections 2.1(b) and 2.1(c) hereof; (aiii) cash and Common Stock having issuance by DCRI to Sellers at Closing of an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of 100,000 shares of Common Stock (the "Share Consideration")common stock, equal to Fifty-Two Million Five Hundred Thousand Dollars (par value $52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 .10 per share (the "Low Average PriceDCRI Common Stock"), of DCRI, plus (iv) the payment or assumption by Buyer of those liabilities and obligations of a Seller or both Sellers listed on Schedules 1.2(c) and 2.1 (ythe liabilities and obligations listed on Schedules 1.2(c) if and 2.1 being referenced to as the Actual Average Price is greater than $20.691 per share"Assumed Liabilities"). (b) Subject to the provisions of Section 13.1(e) hereof, the average price used for purposes of calculating the Share Consideration Installment Payments shall be adjusted upward in the event that the DCRI Share Value (as hereinafter defined) is below $20.691 10.20 per share (by the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of 100,000 and the difference between $10.20 and the DCRI Share Value. Such adjustment shall be equally divided among the three (3) Installment Payments. (c) An Installment Payment for an Installment Period shall be reduced if Buyer's EBITDA (the "Applicable EBITDA") during any year of the three year period (the "Installment Period"), from October 1, 1998, to September 30, 2001 (each year for purposes of this Section 2.1 (c) shall begin on October 1 and end on September 30), is not equal to at least $1,025,000, as below provided. Recognizing that determination of Applicable EBITDA will extend beyond the dates each Installment Payment is due and payable, DCRI shall make a reasonable estimate of Buyer's Applicable EBITDA and make an Installment Payment based upon such estimate; once the actual amount of the Applicable EBITDA of Buyer is determined, DCRI shall (a) make an additional payment to Sellers if the Installment Payment made was less than what should have been paid, or (b) reduce the next Installment Payment to be made if any Installment Payment made exceeds what should have been paid based upon the actual amount of the Buyer's Applicable EBITDA. The reductions in the Installment Payments shall be determined as follows: 1. If Buyer's Applicable EBITDA during any Installment Period is less than $1,025,000, the Installment Payment for such Installment Period shall be reduced by $120,000. 2. If Buyer's Applicable EBITDA during any Installment Period is less than $865,000, the Installment Payment for such Installment Period shall be reduced by a further $80,000 in addition to the $120,000 reduction pursuant to Section 2.1 (c)(1) of this Agreement. (d) For purposes of Section 2.1(c), EBITDA shall mean earnings before interest, taxes, depreciation and amortization as determined by DCRI in accordance with generally accepted accounting principles as consistently applied. For purposes of calculating Buyer's EBITDA, such calculation shall exclude (i) the revenues and profits from any business operations other than those of the Acquired companies unless and to the extent that DCRI and Sellers mutually agree that the revenues and profits from any other business operations are to be included in determining EBITDA, and (ii) any corporate overhead allocation from DCRI unless (but only to the extent that) DCRI eliminates corporate overhead previously incurred by Sellers such that the calculation of EBITDA with respect to corporate overhead after the Closing shall be determined on a basis consistent with the past practices of the Sellers. (e) The parties agree that (i) DCRI shall not be deemed to be in default under the terms of this Agreement if (A) the difference between the Actual Average Price estimate of Applicable EBITDA of Buyer is not unreasonable, and the Low Average Price, multiplied by (B) if the number actual amount of shares Applicable EBITDA of Common Stock actually issued pursuant Buyer is determined within forty-five (45) days from the date an Installment Payment is initially due and payable, (ii) DCRI shall thereafter have the right to paragraph (a)(i) above; and make adjustments with respect to the Applicable EBITDA of Buyer if such adjustments are determined to be appropriate by DCRI in connection with its annual audit by a firm of independent public accountants, (iii) If either DCRI is obligated to provide to Sellers a detailed schedule of information and extraordinary adjustments, if any, each time DCRI makes an Installment Payment to Sellers, makes a final determination of actual Applicable EBITDA of Buyer, or makes any adjustments to Applicable EBITDA of Buyer, (iv) Sellers and its designated representatives shall have the right to review and audit each determination of actual Applicable EBITDA of Buyer and any subsequent adjustments to actual Applicable EBITDA of Buyer, provided however, that such review and or audit must be initiated within sixty (60) days from the date of DCRI providing to Sellers a determination of Applicable EBITDA of Buyer, and must be completed within a reasonable period of time thereafter, (v) DCRI and Buyer shall cooperate with Sellers and its designated representatives in the connection with the process of Sellers reviewing or auditing a determination by DCRI related to applicable EBITDA of Buyer, and (vi) if DCRI and Sellers are unable to resolve within thirty (30) days any disputes as to actual Applicable EBITDA of Buyer or ITG elect adjustments thereto, such disputes shall be resolved by arbitration pursuant to the Share Consideration option in paragraph arbitration provisions of this Agreement. (a)(i)(Af) aboveIn the event that any Installment Payment made to the Sellers exceeds the amount that should have been paid to Sellers, the amount of overpayment shall be a liability payable by the Sellers and the Actual Average Price is higher than the High Average PriceShareholders and may, then at the option of ITG either (A) Buyer, be deducted from any amounts thereafter payable by Buyer to Sellers or the Cash Consideration Shareholders. In the event that any Installment Payment made to Sellers is less than the amount that should have been paid to Sellers, the amount of underpayment shall be decreased promptly paid by an Buyer to Sellers following the determination of the actual amount equal payable to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plusSellers. (bg) For purposes hereof, DCRI Share Value shall mean the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum higher of (i) the Payroll Payments, average per share closing price of DCRI Common Stock on the American Stock Exchange (iithe "AMEX") for the Retention Plan Payments and five (iii5) an amount equal to one consecutive trading days ending two (12) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily business days prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent or (50%ii) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee$7.80 per share.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and The purchase of the Assets price (the "Purchase Price"), Buyer ) payable by Purchaser for the Purchased Assets shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06be: (a) cash $66,000,000 (Sixty-Six Million U.S. Dollars) and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: either (i) Such cash and Common Stock shall consist of a combination of (A) at minus the option of either Buyer or ITGamount, a number of shares of Common Stock (if any, by which the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock Net Current Assets as reflected on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is Balance Sheet are less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share 0 (the Zero U.S. Dollars) ("Low Average PriceTarget Number"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs or (ii) and (iii) belowplus the amount, cash in if any, by which the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects Net Current Assets as reflected on the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less Closing Balance Sheet are greater than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plusTarget Number; (b) plus (i) the assumption 2004 Uncommitted Capital Expenditure Payments minus (ii) the 2004 Uncommitted Capital Expenditure Reduction, and minus (iii) the amount, if any, by Buyer which $963,297 exceeds the amount of Committed Capital Expenditures that have been paid for in cash by Seller from the Assumed Liabilitiesdate hereof through December 31, 2004 or accrued as a Current Liability on the Closing Balance Sheet (any adjustment to be calculated and made pursuant to this Section 2.02(b) being referred to herein as the "2004 Capex Adjustment"); plus (c) an amount the amount, if any, of any capital expenditures for the purchase of slot machines, slot machine software or upgrades to slot machines made by Seller and paid for in cash (by Seller during the "Employee Payments") equal period from January 1, 2005 to the sum of (i) Closing Date or accrued as a Current Liability on the Payroll Payments, (ii) the Retention Plan Payments and (iii) an Closing Balance Sheet up to a maximum amount equal to one $125,000 times the number of whole calendar months in such period (1the $125,000 shall be prorated for any partial month in which Closing occurs) week's vacation pay for all of Sellers' employees as of ("2005 Slot Expenditures"). (d) At the Closing Date; providedon the Closing Date and at the Effective Time, howeverPurchaser shall assume, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000)agree to perform, and (B) in pay and discharge when due the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeAssumed Liabilities.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as In full consideration for the sale and purchase of the Assets (the "Purchase Price")Shares, Buyer Purchaser shall pay to Sellers Seller, a purchase price equal to the sums set forth in paragraphs (or Sellers' assignee), at Closing, a) and subject to adjustment (b) below as provided in Section 2.06follows: (a) cash and Common Stock having Three Year Royalty - Purchaser shall provide an aggregate value of One Hundred Five Million Dollars ($105,000,000)annual payment to Seller based upon Net Sales for each year, as defined below, of Consolidated Technologies, Inc. ("CTI") for fiscal years 1998, 1999, and 2000 as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), : AMOUNT OF ROYALTY CTI NET SALES LEVEL .15% Up to $15M .20% more than $15M but equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is or less than $16.929 per share30M .3% more than $30M For purposes of this Agreement, Net Sales for each year shall be defined as Gross Sales of CTI less ordinary deductions such as but not limited to invoice credits, rebates, allowances for bad debt, sales tax, freight charges, and other such deductions. The royalty payments are not cumulative from year to year, but incremental based upon actual Net Sales for each fiscal year. Notwithstanding anything to the contrary herein, the average price used three year royalty payment shall begin on the first day in which CTI creates its first invoice for purposes dredge services and end three years hence. By way of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price")example, and (y) if the Actual Average Price is greater than $20.691 per sharein fiscal year 1998, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount CTI generates Net Sales equal to the product of (A) the difference between the Actual Average Price and the Low Average Price$28,500,000, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount Seller will receive a cash payment from Purchaser equal to the product $49,500 calculated as follows: $22,500 being .15% of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number $15M $27,000 being .20% of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus13.5M ------- ------ Total $49,500 $28.5M (b) Lump Sum Payment - Upon the assumption completion of fiscal year ending December 31, 2000, Purchaser shall make a lump sum cash payment to Seller equal to three times net income after taxes for the year. Said payment shall be made by Buyer of Purchaser to Seller within 30 days from the Assumed Liabilities; plusdate Purchaser completes it financial audit from an independent accounting firm for fiscal year ending December 31, 2000. (c) an amount Additional Consideration - As additional consideration to Seller to execute this Agreement, Purchaser shall provide 1,000 shares of cash (non-registered and non-assessable shares of U.S. Plastic Lumber Corporation at the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as time of the Closing Date; provided, however, that (A) in no event shall the total amount execution of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeethis Agreement.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The purchase price for the sale Purchased Assets shall be One Million, Two Hundred Sixty-Four Thousand and 00/100 Dollars ($1,264,000.00) plus the deferred purchase of the Assets price referred to in Section (b) below (collectively, the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment ) payable as provided in Section 2.06follows: (a) cash the Buyer shall execute and Common Stock having an aggregate value deliver to Seller on the Closing Date a promissory note, in the form attached hereto as Exhibit A (the "Note"). The Note shall be in the principal amount of One Million, Two Hundred Five Million Sixty-Four Thousand and 00/100 Dollars ($105,000,0001,264,000.00), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) which is deemed to include interest at the option rate of either Buyer or ITGfour percent (4%) per annum, with payments over an eight (8) year period, such payments due monthly. Payments shall be made at a number rate of shares of Common Stock ($13,167.00 per month, the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock first such payment commencing on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) aboveEffective Date, and the Actual Average Price is less than rest of such payments being made on the Low Average Price, first of the Cash Consideration month following thereafter. The Note shall be increased by cash in an amount equal subordinated to the product of (A) the difference between the Actual Average Price Buyer's present and future bank and other financial institution debt and the Low Average Pricedebt listed on Schedule 1.2(a) hereof, multiplied by (B) the number of shares of Common Stock actually issued pursuant incurred or to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided incurred by the Actual Average Price; plusBuyer, but shall rank senior to all future acquisition indebtedness and shall rank no worse than pari pasau with all other future indebtedness of the Buyer. (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) Seller will receive as deferred purchase price an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty ten percent (5010%) of "Gross Profits" in excess of $2,500,000 up to $3,200,000, plus fifteen percent (15%) of Gross Profits in excess of $3,200,000, per year so long as Xxxxxxx Xxxxxxxx is employed by Buyer, but for a minimum of one year, measured from the sum Effective Date. Gross Profits shall be determined in accordance with Schedule 1.2(b). The amount payable under this paragraph will be paid within seventy-five (75) days after the expiration of (x) each one-year period. Any disputes concerning the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeedeferred purchase price shall be resolved in accordance with Schedule 1.2(b).

Purchase Price. Subject (a) At the First Closing, in consideration of the sale by Seller to Buyer of the Assets, in consideration of the agreement by each of the Principal Shareholders to sell to Buyer their respective shares of Capital Stock held by such Principal Shareholder, and subject to the terms assumption by Buyer of all liabilities and obligations of Seller under the Contracts arising after the First Closing Date and satisfaction of the conditions hereofcontained herein, Buyer shall pay to Seller, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forthU.S. dollars, and an amount (as consideration for the sale and purchase of the Assets (adjusted in accordance with this Section 1.5 below, the "Purchase Price") equal to $1,000,000 PLUS (i) $12,172.14, the dollar value of all accounts receivable of Seller relating to or arising from subscriber accounts that are less than thirty (30) days past due as of the First Closing, (ii) $3,005.82, the dollar value of fifty percent (50%), Buyer shall pay but in no event more than $7,500, of the accounts receivable of Seller relating to Sellers or arising from subscriber accounts that are greater than thirty (or Sellers' assignee), at 30) past due as of the First Closing, (iii) $4,998.50, the dollar value of any credits due to Seller under any of the Contracts, leases, service agreements, payments or overpayments made by Seller prior to the First Closing Date and subject (iv) $8,410.55, the dollar value of all security deposits of Seller, which are identified on Schedule 1.1(e); and MINUS the sum of (v) $15,000, the amount allocable to adjustment the Capital Stock to be delivered to counsel for Seller acting in the capacity of escrow agent (the "Port St. Lucie Escrow Agent") pending the Second Closing as provided contemplated by a second Escrow Agreement by and between Buyer and each of the Principal Shareholders (the "Port St. Lucie Escrow Agreement") in the form attached hereto as Exhibit A, (w) $102,473.49, the aggregate amount of the Secured Liabilities owed in connection with the equipment leases as set forth on Schedule 1.3(b) and (y) $0.00, the revenue adjustment, if any, calculated pursuant to Section 2.06:6.8 of this Agreement for a total Purchase Price of $911,113.52. (ab) cash and Common Stock having an aggregate value The Purchase Price of One Hundred Five Million Dollars $1,013,587.01 ($105,000,000), prior to subtraction of the Secured Liabilities) shall be paid by Buyer to Seller and/or applied to the payment of the Secured Liabilities at the First Closing as follows: (i) Such cash and Common Stock Buyer shall consist deliver the sum of a combination of (A) $842,780.01 to Seller or its designated agent or attorney by bank cashier's check or bank wire transfer pursuant to payment instructions delivered by Seller to Buyer at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price")First Closing; provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration");and (ii) If either Buyer or ITG elect shall deposit the Share Consideration option sum of $68,333.51 (the "Escrow Deposit") with Boston Safe Deposit and Trust Company as Escrow Agent under the Escrow Agreement in paragraph the form attached hereto as Exhibit B (a)(i)(Athe "Escrow Agreement") aboveon behalf of Buyer and Seller. The Escrow Deposit shall at all times be deemed the property of Seller as part of the Purchase Price paid herein, and the Actual Average Price is less than the Low Average Price, the Cash Consideration but shall be increased by cash held, administered and distributed in an amount equal to accordance with the product terms of (A) the difference between the Actual Average Price Escrow Agreement and the Low Average Price, multiplied by (B) the number can be a remedy of shares of Common Stock actually issued Buyer for any indemnification claims made pursuant to paragraph (a)(i) aboveSection 10 hereof; and (iii) If either Buyer shall deliver the sum of $4,702.08 to AT&T Capital Corp. by bank cashier's check or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased bank wire transfer pursuant to payment instructions provided by an amount equal AT&T Capital Corp. prior to the product First Closing; and (iv) Buyer shall deliver the sum of (x) the difference between the High Average Price and the Actual Average Price, multiplied $49,294.90 to Balboa Capital by (y) the number of shares of Common Stock actually issued bank cashier's check or bank wire transfer pursuant to paragraph payment instructions provided by Balboa Capital prior to the First Closing; and (a)(iv) above, Buyer shall deliver the sum of $16,249.00 to Colonial Pacific Leasing by bank cashier's check or (B) the number of shares issued bank wire transfer pursuant to paragraph (i)(A) shall be equal payment instructions provided by Colonial Pacific Leasing prior to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average PriceFirst Closing; plusand (bvi) Buyer shall deliver the assumption sum of $13,239.39 to Financial Pacific Leasing by bank cashier's check or bank wire transfer pursuant to payment instructions provided by Financial Pacific Leasing prior to the First Closing; and (vii) Buyer shall deliver the sum of $5,360.57 to Inter-Tel Leasing by bank cashier's check or bank wire transfer pursuant to payment instructions provided by Inter-Tel Leasing prior to the Assumed LiabilitiesFirst Closing; plusand (viii) Buyer shall deliver the sum of $13,627.55 to Sunrise Leasing by bank cashier's check or bank wire transfer pursuant to payment instructions provided by Sunrise Leasing prior to the First Closing; and (ix) Buyer shall deliver the sum of $15,000.00 to counsel for Seller, as escrow agent (the "Port St. Lucie Escrow Agent") as the contemplated Purchase Price for the Capital Stock of Port St. Lucie. (c) an amount At the Second Closing, upon satisfaction or waiver of cash (all of the "Employee Payments") equal conditions to the sum of Second Closing, the Port St. Lucie Escrow Agent shall pay to each Principal Shareholder such Principal Shareholder's pro rata share (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as based on his percentage ownership of the Closing Date; provided, however, that (ACapital Stock) in no event shall of $15,000.00 by bank cashier's check or bank wire transfer pursuant to payment instructions provided by such Principal Shareholder to the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily Port St. Lucie Escrow Agent prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeSecond Closing.

Purchase Price. Subject At the Second Closing, Seller shall sell and Buyer shall purchase the remaining one half (1/2) of the membership interest in Orlando for the balance remaining on the original Purchase Price of One Million Five Hundred Thousand ($1,500,000.00), which remaining balance is Seven Hundred Thousand Dollars ($700,000.00) (the “Second Closing Purchase Price”), Buyer having previously paid to Seller the sum of Eight Hundred Thousand Dollars ($800,000.00). The Second Closing Purchase Price shall be payable as follows: 1.2.1 Five Hundred Twelve Thousand Five Hundred Dollars U.S. ($512,500.00) cash or other good funds payable at the Closing. The total payment by Buyer to Seller in cash of One Million Three Hundred Twelve Thousand Five Hundred Dollars ($1,312,500.00) being 87.5% of the cash portion of the Purchase Price. 1.2.2 Execution and delivery to Seller of Buyer's Promissory Note in the original principal amount of One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500.00) (the "Note") in the form attached hereto as Exhibit B and incorporated herein by this reference. The execution of the Note will result in the cancelation and payment in full of the $3,000,000.00 promissory note dated January 28, 2011. 1.2.3 Execution and delivery of the Deed of Trust attached hereto as Exhibit C which Deed of Trust shall secure the Note and encumbers the approximately 188 acres of real property as described in the Deed of Trust. 1.2.4 Delivery to Seller of Two Hundred Fifty Thousand (250,000) shares of the common stock of Two Rivers Water Company, par value $.001 per share (the "Remaining Shares") as payment against the balance of the Purchase Price for Orlando. The Remaining Shares are traded on the Over-the-Counter market on the OTC QB Board under the symbol “TURV.” The Remaining Shares shall be subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (Metering Agreement attached as Exhibit E to the "Purchase Price")Agreement, Buyer which Metering Agreement shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) be executed at the option Second Closing as a condition to delivery of either Buyer or ITG, a number the Remaining Shares. 1.2.5 Delivery to Seller of Seventy-Five Thousand (75,000) shares of Common Stock (the "Share Consideration")common stock of Two Rivers Water Company, equal to Fifty-Two Million Five Hundred Thousand Dollars (par value $52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 .001 per share (the "Low Average PriceRemaining Additional Shares"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration . The Remaining Additional Shares shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects same restrictions as the Share Consideration set forth in sub-paragraph (i)(A) Shares under Section 1.2.4 above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as (a) The consideration for the sale and purchase transfer of the Purchased Assets and the Company Business to Buyer by Company shall be (i) Buyer’s delivery at Closing of Promissory Notes in the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value principal amount of $One Hundred Five Million Dollars ($105,000,0001,000,000) to those persons and in those amounts listed on Exhibit 2.5(a), (ii) the payment to Company of Two Million Eight Hundred Thousand Dollars ($2,800,000) (the “Purchase Price”), and (iii) if earned, the payment to Skae of deferred purchase price (the “Earnout Payment”) on the one hundred and twentieth day following the first, second and third anniversaries of the Closing Date (each an “Earnout Payment Date”) in the manner set forth and in the amounts determined in accordance with Section 2.6. (b) Payment of the Purchase Price shall be made on the Closing Date (or, in the case of clause (iv) below, within ten (10) days of the Closing Date) as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Four Hundred Thousand Dollars ($52,500,000400,000) divided in cash, by the average wire transfer of the closing prices immediately available funds to an account(s) designated by Company; (ii) One Million Dollars ($1,000,000), by delivery to Company or its assignee of a share Convertible Promissory Note, payable to Company or its assignee; (iii) One Hundred Thousand Dollars ($100,000), by delivery to Company or its assignee of the Common Stock on the NYSE for the ten a Convertible Promissory Note (10$100,000), payable to Company or its assignee; (iv) trading days ending on the trading day immediately preceding the Closing Date One Million Three Hundred Thousand Dollars ($1,300,000), by delivery of One Million Four Hundred and Forty-Four Thousand Four Hundred and Forty-Four (1,444,444) Shares to Company (the "Actual Average Price"“Consideration Shares”); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, stock certificate representing the average price used for purposes of calculating the Share Consideration Shares shall be $16.929 per share delivered within ten (the "Low Average Price"), and (y10) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as days of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The Purchase Price (“Purchase Price”) for the sale Property shall be Two Million Eight Hundred Thousand Dollars ($2,800,000.00) if the Closing takes place on or before November 3, 2010, Two Million Nine Hundred Thousand Dollars ($2,900,000.00) if the Closing takes place between November 3, 2010 and purchase of November 30, 2010, Three Million Dollars ($3,000,000,00) if the Assets Closing takes place between December 1, 2010 and December 15, 2010 or Three Million One Hundred Thousand Dollars ($3,100,000.00) if the "Closing takes places between December 16, 2010 and December 31, 2010. The Purchase Price"), Buyer Price shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment be payable as provided in Section 2.06follows: (a) cash and Common Stock having an aggregate value Within five (5) business days of One Hundred Five Million Dollars the date of this Agreement, Purchaser shall deposit with the Title Company ($105,000,000hereinafter defined), as follows: (i) Such cash and Common Stock shall consist in a strict joint order escrow, exxxxxx money in the amount of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Fifty Thousand Dollars ($52,500,00050,000.00) divided by (“Exxxxxx Money Deposit”), which Exxxxxx Money Deposit is refundable during the average Inspection Period and non-refundable to Purchaser for any reason after the expiration of the closing prices of a share of Inspection Period, but which Exxxxxx Money Deposit will be applied against the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding Purchase Price at the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration as set forth in sub-paragraph (i)(AParagraph 2(b) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) abovebelow; and (iiib) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average The applicable Purchase Price, then at plus or minus the option credits or prorations provided for by the terms of ITG either (A) this Agreement less the Cash Consideration Exxxxxx Money Deposit previously paid to Seller, shall be decreased paid by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Pricecertified or cashier’s check, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) aboveTitle Company escrow check, or (B) the number by wire of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeimmediately available funds at Closing.

Purchase Price. Subject The total Purchase Price to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and be paid as consideration for the sale and purchase transfer of the Assets Stock from Sellers to Buyer, payable pro rata to each Seller based on ownership of shares, is Five Million Five Hundred Thousand Dollars (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment $5,500,000) payable as provided in Section 2.06follows: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000)1,000,000) cash, payable at Closing. . b) One Million Dollars ($1,000,000) cash, payable in five (5) equal monthly installments of Two Hundred Thousand Dollars ($200,000) each, the first such installment to be paid one month following Closing on the same day of the month as follows:the day of the month of the Closing Date, and each month thereafter until paid in full. c) One Million Dollars (i$1,000,000) Such cash and Common Stock shall consist cash, payable fifteen (15) days following the initial public offering (“IPO”) of a combination of (ABuyer’s stock, or by September 30, 2013, whichever comes first. d) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,0002,500,000) divided by in liquidation value (at the average IPO Price) of the closing prices Series-C Preferred Stock of a share Buyer, to be delivered to the Sellers upon the completion of the Common IPO (payable pro rata to each Seller based on ownership of shares as of the Closing), with the terms of the Series C Preferred Stock to be subject to the terms and conditions as are contained within the Form of Series C Preferred Stock Certificate of Designation attached hereto and made a part hereof as Exhibit “_A” If the IPO is not accomplished within six months of the Closing then, in lieu of the Series C Preferred Stock, on the NYSE for six month anniversary of the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per shareClosing, the average price used for purposes Buyer will deliver a promissory note to each of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash Sellers in the aggregate amount (to both Sellers) of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,0002,500,000), to be divided among the Sellers as they inform the Buyer (the “Note” or “Notes”) ; provided, that if neither Buyer nor ITG elects with such Notes payable to the Share Consideration set forth in sub-paragraph (i)(A) aboveSellers over three years including interest on the unpaid balance at 4%. If during the term of the Notes, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) abovecompletes an IPO, and the Actual Average Price is less than the Low Average Price, the Cash Consideration Sellers shall be increased by cash in an amount equal given the election for a period of fifteen days after completion of the IPO, to convert the product then remaining balance of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of Notes into shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either the common stock of the Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeIPO price.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and The aggregate purchase of the Assets price (the "“Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A”) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (a) Two Hundred Forty-Five Million Dollars ($245,000,000) (the “Cash Purchase Price”), plus (b) a Contingent Amount (as defined below) of up to Thirty Million Dollars ($30,000,000), if any, as additional consideration for the Transferred Assets plus (c) Forty-One Million Ninety Thousand Four Hundred Thirty-One Dollars ($41,090,431) (the “Additional Closing Date Payment”), plus (d) additional amounts (such additional amounts, collectively, the “Deferred TRA Payment Amount”) equal to the sum of, with respect to each Calculation Year, an amount equal to the Net Present Value of the Variable Deferred TRA Payment Amount for such Calculation Year, calculated in a manner consistent with the illustrative examples set forth on Annex I hereto, which amount shall be paid to the Company Parties or such of their Affiliates as directed by the Company Parties promptly, but within thirty (30) days after, the final determination of such Variable Deferred TRA Payment Amount (each such date on which a Variable Deferred TRA Payment Amount is to be paid, a “Variable Deferred TRA Payment Amount Payment Date”), in each case by wire transfer in immediately available funds to an account designated in writing by the Company Parties to the Purchasers at least forty-eight (48) hours prior to payment thereof. The Cash Purchase Price shall be paid as follows: (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one One Hundred Twenty-Five Million Dollars (1$125,000,000) week's vacation pay for (the “Closing Date Purchase Price”) shall be paid to the Company Parties at the Closing; and (ii) an amount equal to One Hundred Twenty Million Dollars ($120,000,000) (the “Deferred Cash Purchase Price”) shall be paid to the Company Parties as follows: (A) Thirty Million Dollars ($30,000,000) on June 30, 2021, (B) Thirty Million Dollars ($30,000,000) on June 30, 2022, (C) Thirty Million Dollars ($30,000,000) on June 30, 2023, and (D) Thirty Million Dollars ($30,000,000) on June 28, 2024, in all cases, by wire transfer of Sellers' employees as immediately available funds to an account designated in writing by or on behalf of the Closing DateCompany Parties to the Purchasers at least forty-eight (48) hours prior to payment thereof. The Cash Purchase Price shall be subject to adjustment as set forth in Sections 1.5 and 8 hereof and the Contingent Amount shall be subject to adjustment as set forth in Section 8 hereof; provided, however, that that, except as set forth in Section 6.18, the Contingent Amount, the Deferred Cash Purchase Price and the Deferred TRA Payment Amount, when due and payable hereunder as set forth in this Section 1.4, shall not be subject to set off against any other amounts whatsoever, counterclaims or otherwise, including any amounts payable by the Company Parties to the Purchasers hereunder (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee on account of any Seller leaves voluntarily prior such adjustments or otherwise) or pursuant to any other Transaction Document. For the Closing Dateavoidance of doubt, Buyer the Purchase Price shall nevertheless pay to ITG fifty percent (50%) be exclusive of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeany Transfer Taxes.

Purchase Price. In consideration of the sale by Seller to Purchaser of the Subject Assets, and subject to the other terms and conditions hereofcontained herein, in reliance upon Purchaser agrees to pay, subject to Section 1.6, the representations sum of Four Hundred Forty Five Thousand Two Hundred Thirteen and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets 00/100 Dollars ($445,213) (the "Purchase Price")) to Seller. In addition, Buyer Purchaser shall pay cause to Sellers be issued to Seller within fifteen (or Sellers' assignee)15) days of the Closing Date, at Closingfour hundred eighty four thousand five hundred (484,500) shares of Fortune Diversified Industries, Inc. ("FDI") common stock. Of the 484,500 shares, 84,500 shares shall be immediately vested in Seller and the remaining (400,000) shares shall be unvested and subject to adjustment as provided in Section 2.06the following conditions: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of If Purchaser has attained a combination of positive cumulative EBIT during the period November 1, 2004 to October 31, 2006 (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share ConsiderationTest Period"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration Seller shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash vest in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) weekshare of the FDI common stock for each $1.00 of cumulative EBIT (up to a maximum cumulative EBIT of $400,000). ii) EBIT shall be defined as accrued earnings before any interest and income taxes. In calculating accrued earnings and EBIT, Purchaser shall be allocated a portion (based on standard operating procedures and on a prorata basis among the various subsidiaries) of FDI's vacation pay corporate overhead. Purchaser shall cause its outside accountant to calculate EBIT during the Test Period and shall provide a written explanation of such calculation to Seller within sixty (60) days following the Test Period. Purchaser's calculation of EBIT shall be final and binding upon the parties unless Seller objects to such calculation within fifteen (15) days of the receipt thereof, in which case Purchaser and Seller shall exercise their respective best efforts to resolve such dispute within fifteen (15) days of the Seller's objection. If Purchaser and Seller are unable to agree on a final calculation of EBIT within this fifteen (15) day period, then the parties shall select a neutral accounting firm (the "Arbitrating Accounting Firm") which shall make a final determination. In such case, each of Purchaser and Seller shall inform the Arbitrating Accounting Firm of their respective calculations of EBIT, and each shall be granted the opportunity to provide to the Arbitrating Accounting Firm verbal and written explanations of their respective calculations. The Arbitrating Accounting Firm shall be instructed to complete its calculations within thirty (30) days of its engagement. The determination of the Arbitrating Accounting Firm shall be final and binding upon the parties. The fees of the Arbitrating Accounting Firm shall be paid by the non-prevailing party in any such dispute, as determined by the Arbitrating Accounting Firm. Any deposit required by the Arbitrating Accounting Firm shall be paid initially by Purchaser, but if Purchaser prevails in such dispute, the Seller shall reimburse Purchaser for the deposit. iii) If, for any reason, Seller does not vest in some or all of Sellers' employees as the remaining shares, any unvested shares shall immediately, without any further action by Seller or Purchaser, revert back to FDI. FDI shall promptly cancel said shares upon their reversion. iv) Prior to vesting, all of the Closing Date; providedunvested shares shall be retained in a Wachovia Securities brokerage account in Indianapolis, howeverIndiana. Promptly upon vesting, that (A) in no event shall the total amount all of the Employee Payments exceed Twenty-newly vested shares shall be delivered to Seller. At Closing, Purchaser will pay to Seller the sum of Two Million Hundred Forty Five Thousand Two Hundred Thousand Thirteen and 00/100 Dollars ($22,500,000245,213) to or for the account of Seller by certified or cashier's check, or wire transfer, as directed by Seller. In addition, Purchaser will deposit $200,000 ("Escrowed Amount") with Xxxxxx Xxxxxxx Vornehm, LLP ("Escrow Agent"). Purchaser and Seller hereby agree to allocate the Purchase Price, as set forth on Schedule 1.5 among the classes of Subject Assets and (B) in the event an employee of to file its federal income tax returns and its other tax returns reflecting such allocation, including Form 8594 and any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) other reports required by Section 1060 of the sum Internal Revenue Code of 1986, as amended (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee"Code").

Purchase Price. Subject (a) Centrum Subsidiary agrees to pay the Company for the Assets the sum of Two Million Dollars ($2,000,000.00), in same day funds, together with an amount of Centrum Common Stock (valued at Two and 25/100 Dollars ($2.25) per share for calculation purposes) equal to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase Net Working Capital of the Assets Company as of the Closing Date (the "Purchase Price"). The Purchase Price, Buyer shall pay subject only to Sellers (or Sellers' assignee)the Adjustments to the Purchase Price, at Closing, and subject to adjustment as provided defined in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000)2.5 below, shall be payable as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,0002,000,000.00) (delivered by Centrum Subsidiary to the "Cash Consideration")Company, by wire transfer, certified check or cashier's check at Closing; (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, by delivery of fully paid and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount nonassessable Centrum Common Stock equal to seventy-five percent (75%) of the product estimated Net Working Capital of (A) the difference between Company as of the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) aboveClosing Date; and (iii) If either Buyer The balance of the Purchase Price after adjustments as set forth in Section 2.5 of this Agreement, by Centrum Subsidiary to the Company by the delivery into escrow pursuant to the Stock Pledge and Escrow Agreement of fully paid and nonassessable Centrum Stock, or ITG elect by the Share Consideration option Company to Centrum Subsidiary, as the case may be, by redelivery of fully paid and nonassessable Centrum stock within one hundred twenty (120) days after Closing, it being the intent that following the adjustments, Centrum Common Stock equal to twenty-five percent (25%) of the final Net Working Capital of the Company as of the Closing will be held in paragraph (a)(i)(A) above, escrow and the Actual Average Price is higher than balance of the High Average Price, then at the option of ITG either (A) the Cash Consideration shall Centrum Common Stock will be decreased by an amount equal issued to the product Company. For purposes of (x) determining the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer estimated Net Working Capital of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees Company as of the Closing Date; provided, howeverthe Company's unaudited balance sheet for the month immediately preceding the Closing Date shall be used with such adjustments going forward for accounts receivable, that accounts payable and inventory as is mutually agreed to by Company and Buyer. (Ab) in no event shall the total amount The Purchase Price for all of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000)Assets shall be allocated at Closing, exclusive of Centrum Subsidiary's acquisition costs, to the Assets in accordance with Section 1060 of the Internal Revenue Code, as amended, and (B) as set forth in EXHIBIT D attached hereto and incorporated herein. The parties agree that the event an employee of any Seller leaves voluntarily prior to Purchase Price allocations shall be based upon and reflect the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) net fair market values of the sum Assets being purchased hereunder as determined by the parties exclusive of (x) Centrum Subsidiary's acquisition costs. Neither Centrum Subsidiary nor the amount Company will do anything, or fail to take any action, which by reason of such employee doing or such failure, would have received under be considered as inconsistent with any of the Retention Plan plus (y) one (1) week's vacation pay allocations set forth on EXHIBIT D for such employeefederal or state income tax purposes or any other purpose.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The purchase price for the sale and purchase Shares (the “Purchase Price”) shall be the sum of the Assets (the "Purchase Price")following amounts, Buyer shall pay increased by any amount of Earn-Out Consideration due pursuant to Sellers (or Sellers' assignee)Section 2.3, at Closing, and subject to adjustment as provided in any adjustments pursuant to Section 2.062.4 and Section 2.5: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as followsthe following payments which shall be payable at Closing: (i) Such cash and Common Stock shall consist the sum of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock ¬4,470,000 (the "Share ConsiderationClosing Payment") (of which $500,000 shall be payment to Sellers in respect of the restrictions set out at Section 7.2(a) and $500,000 of which shall be applied in accordance with Section 7.1(a), equal ); and (ii) the issuance of $568,000 worth of common stock of the Buyer to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Sellers in the Relevant Proportions. The price at which such common stock shall be issued shall be the average closing market price of common stock of the closing prices of a share Buyer for the 10 trading days preceding the Closing Date (the “Closing Market Price of the Common Stock Stock”); (b) the payment of the sum of ¬400,000 which shall be payable no later than the First Anniversary, and which will be secured pursuant to the terms of the Security Agreement; (c) the issuance on the NYSE First Anniversary of common stock of the Buyer to the Sellers in the Relevant Proportions. The price at which such common stock shall be issued shall be the average closing market price of common stock of the Buyer for the ten (10) trading days ending on the trading day immediately preceding the Closing Date First Anniversary (the "Actual Average Price"“First Anniversary Market Price of the Stock”). The number of shares of common stock issued shall be equal to: $651,000 divided by the First Anniversary Market Price of the Stock if said price of issuance equals or exceeds the Closing Market Price of the Stock; provided, however, that (x) or $651,000 divided by the Closing Market Price of the Stock if the Actual Average First Anniversary Market Price of the Stock is less than the Closing Market Price of the Stock. Buyer may, instead of the issue of the shares set out in this Section 2.2(c), at its sole discretion make a payment of $16.929 per share651,000 to Sellers, in the average price used for purposes Relevant Proportions, and Sellers agree that they shall use such funds to purchase common stock of calculating the Share Consideration Buyer within three (3) months of the First Anniversary. If requested by Sellers, Buyer shall xxxxx Xxxxxxx an additional period of three (3) months to purchase such common stock. If Buyer makes such payment to Sellers, and they do not use such funds to purchase common stock of the Buyer within three (3) months of the First Anniversary or any extension granted by Buyer, Sellers shall repay such amount to Buyer within four (4) months of the First Anniversary, or at Buyer's absolute discretion, Buyer shall be $16.929 per share entitled to set off such amount against any payments due from Buyer to Sellers after the First Anniversary (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fiftyincluding any Earn-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Out Consideration"); (iid) If either the payment of the sum of ¬400,000 which shall be payable no later than the Second Anniversary and which will be secured pursuant to the terms of the Security Agreement; and (e) the issuance on the Second Anniversary of common stock of the Buyer to the Sellers in the Relevant Proportions. The price at which such common stock shall be issued shall be the average closing market price of common stock of the Buyer for the ten (10) trading days preceding the Second Anniversary (the “Second Anniversary Market Price of the Stock” The number of shares of common stock issued shall be equal to: $651,000 divided by the Second Anniversary Market Price of the Stock if said price of issuance equals or ITG elect exceeds the Share Consideration option in paragraph (a)(i)(A) above, and Closing Market Price of the Actual Average Stock; or $651,000 divided by the Closing Market Price of the Stock if the Second Anniversary Market Price of the Stock is less than the Low Average PriceClosing Market Price of the Stock. Buyer may, instead of the Cash Consideration shall be increased by cash issue of the shares set out in an amount equal this Section 2.2(e), at its sole discretion make a payment of $651,000 to Sellers, in the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) aboveRelevant Proportions, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration Sellers agree that they shall be decreased by an amount equal use such funds to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer purchase common stock of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as Buyer within 3 months of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing DateSecond Anniversary. If requested by Sellers, Buyer shall nevertheless pay automatically xxxxx Xxxxxxx an additional period of three (3) months to ITG fifty percent (50%) purchase such common stock. If Buyer makes such payment to Sellers, and they do not use such funds to purchase common stock of the sum Buyer within three (3) months of the Second Anniversary or any extension granted by Buyer, Sellers shall repay such amount to Buyer within seven (x7) months of the Second Anniversary, or at Buyer's absolute discretion, Buyer shall be entitled to set off such amount such employee would have received under against any payments due from Buyer to Sellers after the Retention Plan plus Second Anniversary (y) one (1) week's vacation pay for such employeeincluding any Earn-Out Consideration).

Purchase Price. 2.1 Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (Agreement the "Purchase Price"), Buyer Purchaser shall pay purchase the Shares from the Vendor at a total purchase price equal to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided approximately DKK 7,500,000. The purchase price shall be satisfied in Section 2.06: (a) DDK 2,000,000 cash and 450,000 shares of Common Stock having an aggregate Stock, par value $ 0.001 per share , of One Hundred Five Million Dollars ($105,000,000), the Purchaser as follows: 2.1.1 The Purchaser shall on Completion pay in cash to the Vendor DKK 2,000,000. 2.1.2 The Purchaser shall on Completion transfer to the Vendor 450,000 shares of the Purchaser (the "Primix Shares") as stated hereunder: 2.1.2.1 At Completion, a document issued by EquiServe L.P., the Purchaser's transfer agent, shall be delivered by the Purchaser, such document evidencing that the Primix Shares have been issued in book entry form in the name of the Vendor. 2.1.2.2 A legal opinion of XxXxxxxxx, Will & Xxxxx, counsel to the Purchaser, in the form attached hereto as SCHEDULE 3, shall be delivered by the Purchaser at Completion. 2.1.2.3 On or before 31 March 2000, the Purchaser shall, as additional consideration for the Shares transferred to it by the Vendor under and pursuant to the terms and provisions of this Agreement, either (A) deliver to the Vendor either a legal opinion of a recognized U.S. law firm to the substantive effect that as of the date of such opinion (i) Such cash Primix has filed a registration statement covering the Primix Shares with the United States Securities and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock Exchange Commission (the "Share ConsiderationRegistration Statement"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) the Registration Statement has been declared and is effective, and (iii) below, cash the Primix Shares may be sold by the Vendor in accordance with the amount plan of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration distribution set forth in sub-paragraph (i)(A) above, the cash portion Registration Statement if the Vendor complies with the applicable prospectus delivery requirement pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) Section 5 of the Securities Act of 1933, as amended (the "Cash ConsiderationSecurities Act"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount aforementioned date repurchase all of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), Primix Shares for DKK 5,500,000 in cash. 2.1.2.4 The Purchaser shall prepare and (B) file as expeditiously as possible but in any event on or before 29 December 2000 the Registration Statement with the Securities and Exchange Commission. In the plan of distribution in the event an employee of any Seller leaves voluntarily prior Registration Statement the Purchaser shall include possible resales pursuant to Regulation S and other available exemptions from the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) registration provisions of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeSecurities Act.

Purchase Price. Subject to 2.1. Upon the terms and subject to the conditions hereof, set forth in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forththis Agreement, and as in consideration for the sale conveyance, transfer and purchase assignment of the Assets (assets and other rights to the "Purchase Price")Purchaser as described in Section 1.1 above, Buyer the Purchaser shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided the Seller a purchase price in Section 2.06accordance with the following: (a) A promissory note payable by way of a cash and Common Stock having an aggregate value payment in the sum of One Two Hundred Five Million Thousand U.S. Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A200,000.00 USD) at the option of either Buyer or ITG, a Effective Date. (b) A number of shares in Purchaser equivalent to Two Hundred Thousand U.S. Dollars ($200,000.00 USD) equal to the average closing bid price of Common Stock Seller's shares thirty (30) days prior to and two (2) days following the date of this Agreement (the "Share ConsiderationPURCHASER SHARES"), equal ) deliverable on the Effective Date. The number of Purchaser Shares shall be subject to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by reduction if the average gross revenue on an accrual basis of the closing prices of a share of LD during the Common Stock on one-year period after the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Effective Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share900,000 The number of Purchaser Shares shall be reduced in accordance with the following table: REDUCTION IN REVENUE PURCHASER SHARES $900,000 or greater 0% $800,000 to $899,999 10% $700,000 to $799,999 20% $699,999 or less 30% (c) The Purchaser Shares, which shall be the average price used property of the Seller as of the date of delivery for all purposes including the date of transfer for the purposes of calculating the Share Consideration Rule 144, shall be $16.929 per share held in escrow by the Purchaser's attorneys, in accordance with the terms of an escrow agreement in substantially the same form as Exhibit 2.1(b) attached hereto and made a part hereof, for a period of one year after the Effective Date, which Purchaser Shares shall be subject to a reduction in accordance with Section 2.1(b) hereof and an offset pursuant to Section 7.1 hereof. The Purchaser Shares shall be subject to the restrictions and obligations set forth with Section 2.3 below and Exhibit 2.3. (the "Low Average Price"), and (yd) The number of Purchaser Shares shall be subject to an increase if the Actual Average Price gross revenue on an accrual basis of the LD during the one-year period after the Effective Date is greater than in excess of $20.691 per share, the average price used for purposes 900,000. The number of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration Purchaser Shares shall be increased by cash in an amount equal accordance with the following table: INCREASE IN REVENUE PURCHASER SHARES $900,001 to the product of $1,000,000 10% $1,000,001 to $1,100,000 20% $1,100,001 or greater 30% Any such price increase (A) the difference between the Actual Average "Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(AIncrease") shall be equal due and payable 90 days after the first anniversary of the Effective Date. Purchaser shall provide the Seller with a detailed Profit and Loss Statement within 90 days after the anniversary of the Effective Date. For the purposes of the calculation of Price Increase all sales of software made by or with the direct or indirect participation of Rhonda Lindsay shall be deemex xx xx xxxx xx the gross revenue of the LD during the one-year period following the Effective Date. 2.2. With respect to Fifty Two Million Five Hundred Thousand Dollars the collection of accounts receivables and WIP due and owing to the Purchaser after the Effective Date. ($52,500,000a) divided Purchaser shall bill clients for all work performed by personnel of the LD, performance of services and delivery of goods and any associated expense and other reimbursement after the Effective Date and shall have the sole responsibility to collect same; provided that to the extent that one or more contracts cannot be assigned (or a novation received from the contracting party, where required), then Seller shall bill clients for all work pxxxxrmed by the Actual Average Price; plusPurchaser and shall promptly remit all funds received to the Purchaser. (b) Seller shall bill clients for all work perfoxxxx by LD personnel and performance of services and delivery of goods and any associated expenses and other reimbursement up to and including the assumption by Buyer of Effective Date and shall have the Assumed Liabilities; plussole responsibility to collect same. (c) an amount of cash (Seller shall provide notice to clients in the "Employee Payments"form provided in EXHIBIT 2.2(C) equal to advise client to pay all accounts receivable directly and exclusively to Seller and all amounts for services performed after the Effective Date to the sum Purchaser. (d) To the extent any client incorrectly pays either the Purchaser or Seller funds due to the other, the Party who received funds belonging to the other shall promptly notify and pay the other Party all funds due to it without the necessity of additional demand. (ie) Each Party agrees to assist the Payroll Paymentsother in the collection of accounts receivable to the extent requested by the other Party. (f) The Seller has received certain prepaid fees from clients and incurred expenses for work not performed all as set forth in Schedule 2.2(f) to be delivered on or before October 10, (ii) the Retention Plan Payments and (iii) an amount equal 2003. The Parties agree to one (1) week's vacation pay adjust for all of Sellers' employees said prepayments or expenses as of the Closing Effective Date; provided. (g) The Parties acknowledge that there are certain sales pending but not yet consummated as referenced on SCHEDULE 2.2(G) annexed hereto ("PENDING SALES"). Purchaser agrees to be responsible to pay any and all commissions due to SCI employees, however, that (A) representatives and agents after the Effective Date in no event shall accordance with the total amount terms of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000SCHEDULE 2.2(G), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as The total consideration for the sale and purchase Shares (the “Purchase Price”) shall consist of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06sum of: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars An amount ($105,000,000), as follows: the “Base Purchase Price”) equal to (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty eighty percent (5080%) of the sum of (x) the amount such employee would have received under consolidated shareholder equity of TBIC Holding as of the Retention Plan Closing Date, as determined in accordance with GAAP, plus (y) one a positive amount equal to the consolidated indebtedness of TBIC Holding, other than trade payables, as of the Closing Date, as determined in accordance with GAAP; minus (1ii) week's vacation pay the consolidated indebtedness of TBIC Holding, other than trade payables, as of the Closing Date, as determined in accordance with GAAP; minus (iii) Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00); plus (b) An amount (the “Holdback Purchase Price”) equal to (i) Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00), minus (ii) the consolidated pre-tax net loss (stated as a positive number) of TBIC Holding, if any, for such employeethe first four (4) full calendar quarters following the Closing Date (the “Holdback Period”), as determined in accordance with GAAP; provided, however, that the Holdback Purchase Price shall not be less than zero (-0-); plus (c) Additional contingent consideration of up to, but not in excess of, Three Million and No/100 Dollars ($3,000,000.00) in the aggregate (the “Contingent Purchase Price”), to be calculated in accordance with Section 1.4 below. (d) For purposes of clarification, the calculation of the Base Purchase Price may be illustrated by the following formula:

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The total purchase price for the sale and purchase of the Purchased Assets to be paid to Seller by Buyer (the "Purchase Price")) shall be paid as follows, Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.062.3.6: 2.3.1 $1,500,000 shall be paid at the Closing, in immediately available funds by wire transfer to an account designated in writing by Seller at least three (a3) business days prior to the Closing Date; 2.3.2 An amount equal to the principal of and interest on the Loan through the Closing Date shall be forgiven and considered to be an additional cash and Common Stock having an aggregate payment at the Closing; 2.3.3 $500,000, less the value of One Hundred Five Million Dollars ($105,000,000)the Escrow Shares delivered to Seller under Section 2.4, as follows: (i) Such cash and Common Stock shall consist of a combination of (A) be paid at the option of either Buyer or ITGClosing, a number of shares in the form of Common Stock (the "Share ConsiderationCash Equivalent Shares"); 2.3.4 $1,500,000 shall be paid at the Closing, equal in the form of Common Stock, subject to Fifty-Two Million Five Hundred Thousand Dollars forfeiture as provided in Section 9.2 ($52,500,000the "Forfeitable Shares"); 2.3.5 Subject to Section 8.6 and Section 2.5, fifteen (15%) divided percent of Gross Revenues generated by the Business for calendar years 2003 and 2004, payable in immediately available funds no later than March 31 following the end of each such calendar year (the "Gross Revenues Payment Amount"); and 2.3.6 Upon the achievement of certain milestones as described in Section 9.3, up to an additional $2,500,000 in the form of Common Stock (the "Incentive Shares") 2.3.7 Notwithstanding anything herein to the contrary, the Purchase Price shall be reduced on a dollar-for-dollar basis if the Closing Date Working Capital shall equal an amount less than $5,000 by subtracting such lesser amount from the Gross Revenues Payment Amount in the manner described in Section 2.5. 2.3.8 The number of Cash Equivalent Shares or Forfeitable Shares to be issued pursuant to this Section 2.3 shall be determined based upon the average of the closing prices of a share price of the Common Stock on the NYSE principal market on which the Common Stock trades (the "Principal Market") for the ten twenty (1020) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration");Date. (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the 2.3.9 The number of shares of Common Stock actually Incentive Shares to be issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration Section 9.3 shall be decreased by an amount equal to determined based upon the product average closing price of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph on the Principal Market for the twenty (a)(i20) above, or (B) trading days immediately preceding the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeedate on which each Qualifying Event is achieved.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as In consideration for the sale and purchase of the Assets (the "Purchase Price")Purchased Assets, Buyer shall pay cancel and consider as paid in full all debt (inclusive of interest) owed by Sellers to Buyer, consider all preferred stock (inclusive of dividends) to be issued by Sellers to Buyer (which Sellers hereby acknowledge is in default) as redeemed in full and, contingent on Closing hereunder, hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or Sellers' assignee)unknown that Buyer had or currently has against the Sellers arising out of or relating to Addendum to Workout and Collateral Release Agreement, at Closingdated September 23, 2002, the Workout and subject Collateral Release Agreement, dated May 15, 2002 and the Master Agreement dated September 28, 2001 all by and among The Netplex Group, Netplex Systems and Waterside Capital Corporation. The total amount of debt to adjustment be cancelled and preferred stock to be treated as provided in Section 2.06redeemed is $1,761,290 and shall include: (a) cash The Secured Commercial Note dated September 28, 2001 made by Netplex Group to the order of Buyer, in the original principal amount of $900,000, and Common Stock having an aggregate value a current principal balance of One Hundred Five Million Dollars ($105,000,000), as follows:733,291 and interest in the amount of $5,500 through the Closing Date; (ib) Such cash The Secured Commercial Note dated May 15, 2002 made by Netplex Systems to the order of Buyer, in the original principal amount of $500,000, with a current principal balance of $500,000 and Common Stock shall consist interest in the amount of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding 3,750 through the Closing Date (together with the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash Secured Commercial Note described in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(ASection 2.1(a) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash ConsiderationSecured Commercial Notes"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an 500 Shares of Netplex Group Class F Preferred Stock with a redemption value of $500,000 and unpaid dividends in the amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of $18,750 through the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as In consideration for the sale and purchase of the Assets (Shares, the "Purchase Price"), Buyer shall pay to the Sellers the following (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows:the "Consideration"): (i) Such cash and Common Stock shall consist of a combination of (A) $20,051,000 in immediately available US funds at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration")closing; (ii) If either Buyer or ITG elect $6,000,000 in private bonds, which have been approved as to form to be delivered to Sellers at closing; (iii) Transfer to Sellers of all of WestCoast's right, title and interest in the Share Consideration option entities listed at Exhibit 2(b)(iii) (collectively, together with the assignment of the rights to the "Paramount" service mark in paragraph (a)(i)(A) above, and the Actual Average Price is less than form agreed upon by the Low Average PriceParties, the Cash Consideration shall "Retained Equity Interests") through the execution and delivery at closing of Assignment and Assumption Agreements, which have been approved as to form; (iv) The Excess Working Capital to be increased by cash delivered at or after Closing in an amount equal accordance with Section 7(e) to be allocated among the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) aboveShareholders in accordance with their instructions; and (iiiv) If either For the purposes of determining the Consideration stated in subsection (b)(i.) of this section, the Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of Sellers have assumed that: (x) the consolidated 1999 tax liability for the Holdings Group and WestCoast is Two Million and Six Hundred and Seventy-Five Thousand dollars ($2,675,000.00). As part of the actions described in Section 7(f), for the 1999 tax audit prepared by Gunning, Stenson & Price, if the consolidated tax liability for the Holdings Group and WestCoast for 1999 as determined by Gunning & Stenson is more than $2,675,000, Sellers shall pay the xxxxxs amount; in the event the tax liability is less than $2,675,000, Buyer shall pay Sellers the difference between on or before 30 days from the High Average Price completion of the Financial Reports described in Section 7(f) as an adjustment to the purchase price to be allocated among the Sellers in accordance with their instructions; and the Actual Average Pricetax liability shall account for any Federal Income Tax payments made on or about December 15, multiplied by 1999; and (y) that the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) agreements described in the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided Disclosure Schedule for the Vancouver Gateway Hotel project are completed in a form approved by the Actual Average Price; plus (b) the assumption Parties. If that has not been completed by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date, the Consideration stated in subsection (b)(i.) of this section will be reduced by $210,000; providedand (z) that the management agreement for the WestCoast Long Beach Hotel, in Long Beach, California remain in effect in its current form. Buyer authorizes WestCoast, in the exercise of its sole discretion prior to Closing, to terminate the existing management agreement for the Long Beach, California hotel prior to Closing and replace it with an agreement which allows cancellation by the owner upon 6 months prior notice and payment of a termination fee of $250,000. In the event of such termination prior to Closing, the Consideration stated in subsection (b)(i.) of this section will be reduced by $500,000 and Buyer shall pay Sellers as deferred Compensation 50% of the management fee from the WestCoast Long Beach Hotel (if, as and when received) until such time as Sellers have received a total of $500,000(provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay be solely entitled to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeany termination fee without splitting with Sellers).

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as In full consideration for the sale and purchase by the Purchaser of the Assets (Purchase Shares, the "Purchase Price"), Buyer Purchaser shall pay to Sellers the Seller and the Seller shall receive NIS 5,290,960,470.60 (or Sellers' assigneewhich is based on a US$17.50 per Purchase Share on an agreed exchange rate of US$1.00=NIS3.83) (the “Base Purchase Price”). The Base Purchase Price shall be payable in either NIS or, at Closingthe request of the Seller, United States dollars as to such portion of the Base Purchase Price and subject to adjustment be acquired (the conversion commission for which will be borne by the Purchaser) from such local bank(s) as provided in Section 2.06: directed by the Seller. The Base Purchase Price shall be paid by the Purchaser to the Seller as follows: (a) NIS 4,141,960,470.60 in cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share “Cash Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"”); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption Three Hundred Million United States dollars (US$300,000,000) by Buyer way of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal delivery, or procuring that it is delivered, to the sum Seller a secured debt instrument of (i) the Payroll PaymentsPurchaser made payable to or to order of Seller, (ii) the Retention Plan Payments and (iii) an amount equal its Affiliate to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily be nominated prior to the Closing Date, Buyer or its permitted assignee(s), in the principal amount of Three Hundred Million United States Dollars (US$300,000,000) otherwise in form and substance reasonably acceptable to the Parties and substantially on the terms set forth in Schedule 2.2 attached hereto and such other terms and conditions as are customary in vendor loan documentation of similar size (the “Debt Instrument”). The Base Purchase Price shall nevertheless pay to ITG fifty percent accrue interest at a rate of LIBOR from the date hereof until the Closing Date (50%) of the sum of (x) “Interest Payment”, and together with the amount such employee would have received under Base Purchase Price, the Retention Plan plus (y) one (1) week's vacation pay for such employee“Purchase Price”).

Purchase Price. Subject The Purchase Price is Twelve Million Two Hundred and Fifty Thousand Dollars and no cents ($12,250,000) in a tax-free exchange (if applicable) of the Limited Liability Interest of Sellers for Seven Million Five Hundred Thousand (7,500,000) common shares (at an agreed upon value of $1.50 per share) in Wentworth stock and the payment of $1,000,000 (less the aggregate amount already paid to Buyer pursuant to the terms option agreement) in cash payable as follows: one-third (1/3) of the balance due at Closing payable on or before June 1, 2005, one-third (1/3) of the balance due at Closing payable on or before July 1, 2005 and conditions hereofthe remaining one-third of the balance due at Closing on or before August 1, 2005 all of which shall be paid into an escrow account to be set up specifically for this purpose at Central Bank and Trust Company, a financial institution, located in Lexington, Kentucky. Therefore, on the Closing Date at the Final Closing, Purchaser shall purchase all of the Limited Liability Interests and associated rights for a price of Twelve Million, Two Hundred and Fifty Thousand Dollars and no cents ($12,250,000). Sellers, at their sole option, may elect to receive, in reliance upon lieu of cash at Final Closing, an additional Six Hundred and Sixty Six Thousand Six Hundred and Sixty Seven (666,667) common shares of Wentworth stock (valued for purposes of this Agreement at $1.50 per share), minus an amount of common shares equal to the representations and warranties amount of Sellers and payments previously paid pursuant to the covenants of Sellers herein set forthOption Agreement, and as consideration for the sale and purchase divided by $1.50, with such election to be exercised in writing within one business day of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06:Closing Date. (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000)At the Final Closing, as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Wentworth will also issue Seven Million Five Hundred Thousand (7,500,000) shares of Wentworth common stock (valued at $1.50 per share only for purpose of the exchange) to Sellers in the proportions of their ownership of the Limited Liability Interest in further exchange for the acquisition of the Limited Liability Interest and in satisfaction of Eleven Million Two Hundred and Fifty Thousand Dollars and no cents ($52,500,00011,250,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Purchase Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration which exchange shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fiftydeemed a tax-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plusfree exchange. (b) At the assumption by Buyer Final Closing, if Wentworth is unable to make the payment of the Assumed Liabilities; plus cash portion of the Purchase Price as provided in section 3.02 (c) an $1,000,000 less the amount of cash (the "Employee Payments") equal payments already made pursuant to the sum of (iOption Agreement) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of it shall be at Sellers' employees sole option, whether to elect to take the entire Purchase Price in shares of Wentworth (valued for purposes of this Agreement at $1.50 per share) or declare the Agreement null and void. In electing to declare the Agreement null and void, Sellers shall retain the Option Amount as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeits sole liquidated damages.

Purchase Price. Subject As payment in full for the Acquired Assets being acquired by Purchaser hereunder, Purchaser shall pay to the terms and conditions hereofSeller, in reliance upon the representations manner set forth in this Section 3.1, the sum of (i) Four Hundred and warranties of Sellers and the covenants of Sellers herein set forthEleven Thousand Dollars ($411,000), and as consideration for the sale and purchase of the Assets (the "Purchase Price"), Buyer . Purchaser shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment make payment of the Purchase Price as provided in Section 2.06follows: (a) cash and Common Stock having an aggregate value On the date of One Hundred Five Million Dollars ($105,000,000)execution of this Agreement, Purchaser shall deliver to Greenberg Traurig P.A., as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock escrow agent (the "Share Consideration"Escrow Agent'), equal to Fifty-Two Million the sum xx Xxxxxy Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading 25,000), in next day immediately preceding the Closing Date funds (the "Actual Average PriceEscrow Amount"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration . The Escrow Amount shall be $16.929 per share held by the Escrow Agent pursuant to the terms and conditions of an Escrow Agreement containing terms reasonably satisfactory to Seller and Purchaser (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash ConsiderationEscrow Agreement"); (iib) If either Buyer On the Closing Date, Purchaser shall deliver to Seller, by official bank check or ITG elect the Share Consideration option wire transfer (to an account specified by Seller in paragraph (a)(i)(A) abovewriting at least three business days prior to Closing), and the Actual Average Price is less than the Low Average Pricein next day funds, the Cash Consideration shall be increased by cash in an amount equal to the product sum of Three Hundred and Fifty Thousand Dollars (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above$350,000); and (iiic) If either Buyer or ITG elect On the Share Consideration option in paragraph (a)(i)(A) aboveClosing Date, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration Purchaser shall be decreased by an amount equal deliver to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Seller a promissory note for Thirty-Six Thousand Dollars ($52,500,00036,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee PaymentsPromissory Note") equal ); and The Purchase Price shall be allocated, apportioned and adjusted among the Acquired Assets as set forth on Schedule 3.1 and the parties agree to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay abide by such allocations for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeetax reporting purposes.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The purchase price for the sale and purchase of the Assets (the "Purchase PricePURCHASE PRICE"), Buyer ) shall pay to Sellers be (or Sellers' assignee), at Closing, and i) Six Million Three Hundred Fifty Thousand Dollars ($6,350,000) (subject to adjustment as provided described in Section 2.062.3) in cash, (ii) 45,000 unregistered shares of ASTeX Common Stock, and (iii) the assumption of certain liabilities of CPI, as described below, payable by AAC as follows: (a) cash and Common Stock having an aggregate value At Closing, by certified check or wire transfer, the sum of One Six Million Three Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Fifty Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"6,350,000); (iib) The issuance immediately following the Closing (as defined in Section 2.5) of 45,000 unregistered shares of ASTeX Common Stock, $.01 par value (the "ASTEX SHARES"). The ASTeX Shares will be held in escrow by X'Xxxxxx, Broude & Xxxxxxx (the "ESCROW AGENT"), to be released to CPI over time not to exceed twenty four (24) months following the Closing (the "FINAL ESCROW RELEASE DATE") in accordance with the terms of the Escrow Agreement attached hereto as EXHIBIT A (the "ESCROW AGREEMENT") and Section 2.3 (f); and (c) If either Buyer or ITG elect the Share Consideration option ASTeX Shares have not increased in paragraph market value to at least $1,000,000 on May 8, 1998 (a)(i)(Athe "ESCROW MEASUREMENT DATE") abovebased on the Measurement Closing Price as defined in Section 2.2 below, and then on May 9, 1998 (the Actual Average Price is less than the Low Average Price"Initial Escrow Release Date"), the Cash Consideration ASTeX shall be increased by cash in an amount equal pay to the product of (A) CPI the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer market value of the Assumed Liabilities; plus (c) an amount of cash ASTeX Shares based on the Measurement Closing Price for the ASTeX Shares and $1,000,000 (the "Employee PaymentsGuaranteed Value") equal ), such difference to be payable in cash, stock of ASTeX, or a combination of both, at ASTeX's discretion; provided that, if the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of such difference is $100,000 or less, ASTeX shall pay such amount in cash. Notwithstanding the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars foregoing, the Guaranteed Value shall be subject to adjustment if any ASTeX Shares issued hereunder are returned to ASTeX in accordance with the provisions of Sections 2.3(e) or 8.4 below. In such instance, the $1,000,000 Guaranteed Value described above shall be reduced based upon the following formula: Guaranteed Value = $1,000,000 x (45,000 - N) ------------------------- 45,000 N = Number of ASTeX Shares returned to ASTeX pursuant to Section 2.3(e) or Section 8.4. [For illustration purposes only, if 9,946 ASTeX Shares are returned to ASTeX from escrow in accordance with Section 2.3(e) or 8.4, then additional consideration would be payable to CPI only if the remaining 35,054 ASTeX Shares did not increase in market value to $22,500,000)778,978 [$1,000,000 x (45,000 - 9,946)/45,000]. In such instance, the ASTeX Shares and (B) in the event an employee additional consideration shall equal $778,978 with the value of any Seller leaves voluntarily prior to such shares calculated using the Measurement Closing Date, Buyer shall nevertheless pay to ITG fifty percent Price (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeas defined herein).]

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as (a) In full consideration for the sale transfer, conveyance, assignment and purchase delivery of the Assets WP Sub Capital Stock to Buyer, Buyer will issue to Seller 9,400,000 shares of fully paid and non-assessable common stock after giving effect to a one-for-fifty reverse stock split of outstanding shares of Buyer's common stock approved December 4, 2002 which will be effective simultaneously with the Closing ("Buyers Common Stock"). The 9,400,000 shares of Buyers Common Stock shall, as adjusted pursuant to paragraph 2.1(b), below; constitute the "Purchase Price."), Buyer (b) The number of shares of Buyer's Common Stock shall pay to Sellers (or Sellers' assignee), at Closing, and be subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a The number of shares constituting the full Purchase Price shall be reduced (but not increased) by a whole number determined by rounding the result of Common Stock multiplying 1,000,000 by the fraction determined by dividing the difference between the Adjusted Net Earnings (defined below) of WP Sub for its fiscal year ending July 31, 2003 and $1,000,000 by $1,000,000. For example, if the Adjusted Net Earnings of WP Sub for Fiscal 2003 is $750,000, the number of shares by which the Purchase Price shall be reduced is ($250,000/$1,000,000) x 1,000,000 = 250,000. In the event the Adjusted Net Earnings of WP Sub is $0 or less than $0, the number of shares by which the Purchase Price shall be reduced under this clause shall be 1,000,000. (ii) Of the shares held in escrow after consideration of 2.1(b)(i) above (the "Share ConsiderationRemaining Adjustment Shares"), equal to Fifty-Two Million Five Hundred Thousand Dollars the number of shares constituting the full Purchase Price shall be further reduced (but not increased) by a whole number determined by rounding the result of multiplying Remaining Adjustment Shares by the fraction determined by dividing the difference between the Adjusted Net Earnings (defined below) of WP Sub for its fiscal year ending July 31, 2004 and $2,000,000 by $2,000,000. For example, if there has been no reduction in the Purchase Price as a result of Section 2(b)(i) and the Net Earnings of WP Sub for Fiscal 2004 is $1,500,000 the number of shares by which the Purchase Price shall be reduced is ($52,500,000500,000/$2,000,000) divided by x 1,000,000 = 250,000. In the average event the Adjusted Net Earnings of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price WP Sub is $0 or less than $16.929 per share0, the average price used for purposes number of calculating shares by which the Share Consideration Purchase Price shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration reduced shall be $20.691 per share all the Remaining Adjustment Shares. (iii) In no event shall the "High Average Price"), aggregate amount of the adjustment set forth in paragraphs 2.1(b) (i) and (B) subject to paragraphs (ii) exceed 1,000,000 shares. (iv) Shares of Buyer's Common Stock in amount determined in accordance with Section 2(b)(i) and 2(b)(ii) shall be returned to the Buyer for cancellation. (iiic) belowThe adjusted consolidated net earnings ("Adjusted Net Earnings") of WP Sub and its subsidiaries, cash in for the amount purpose of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects computing the Share Consideration set forth in sub-adjustments under the provisions of paragraph (i)(A2(b) above, shall be determined, in accordance with generally accepted accounting principles, within ninety (90) days after the cash portion pursuant end of each fiscal year by the independent accounting firm employed by WP Sub as its auditors. The computation by such accounting firm of the Adjusted Net Earnings, made in the manner herein provided, shall be in all respects final and binding upon Buyer and Seller. For the purpose of computing the adjustments, the Adjusted Net Earnings of WP Sub and its subsidiaries for the above mentioned periods shall be the consolidated net earnings of the Company and its subsidiaries for such period, as audited and reported upon, for the purposes of Buyer's annual report to this paragraph stockholders for such period, by Buyer's independent auditors, plus all amounts charged against and minus such credits applied to such consolidated net earnings in respect of the following: (a)(ii) shall equal One Hundred Five Million Dollars Taxes of the United States and foreign governments ($105,000,000including, but without limitation, excess profits taxes) (the "Cash Consideration")based upon or measured, in whole or in part, by income of WP Sub or its subsidiaries but exclusive of sate and territorial taxes and taxes imposed by political subdivisions thereof; (ii) If either Buyer Contingent compensation, if any, which may be payable by WP Sub under any plan or ITG elect agreement, other than a profit-sharing plan qualified under Section 401 of the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall Internal Revenue Code or any statutory provision that may hereafter be increased by cash in an amount equal enacted to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; andreplace such section; (iii) If either Buyer All items of non-recurring loss or ITG elect other extraordinary charge which, by reason of size, character, or other factors did not, in the Share Consideration option sole and uncontrolled judgment of the Buyer's Board of Directors including the affirmative vote of a nominee of Buyer's shareholder pursuant to the Shareholder Voting Agreement described below, arise in paragraph the ordinary and usual course of the business of WP Sub and its subsidiaries, including expenses properly attributable to such loss or charge. (a)(i)(Ad) above, and Certificates representing 1,000,000 shares of the Actual Average Price is higher than the High Average Purchase Price, then at together with the option of ITG either (A) the Cash Consideration shall be decreased two stock powers duly endorsed in blank by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued Seller in escrow pursuant to paragraph (a)(i) above, or (B) an escrow agreement in the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash form annexed hereto as Exhibit A (the "Employee PaymentsEscrow Agreement") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject 3.1 The purchase price for the assets and membership certificates described in the preceding Section II shall be paid as follows: 3.1.1 As consideration for the membership certificates, a A promissory note (the "Note"), made, executed, and delivered for value by Buyer to current membership certificate holders of Brittany LLC in the principal sum of two hundred fifty thousand dollars ($250,000) payable in twelve (12) equal monthly installments of twenty thousand eight hundred thirty-three dollars and thirty-three cents ($20,833.33), the first payment commencing on the earlier of September 30, 1999 or the last day of the first month following the closing, and payments continuing thereafter on the last day of each successive month until the Note is paid in full. The Note shall not bear interest provided all monthly payments are in accordance with the terms and conditions hereofof said Note. 3.1.2 For all assets of Assembly Services, Buyer, at its expense, shall deliver to the shareholders of Assembly Services shares of the unregistered Common Stock of Buyer (the "Shares"), payable by Buyer's issuance to the shareholders of Assembly Services, four hundred seventy-five thousand (475,000) shares (the "Shares") of Buyer's Common Stock. When issued, the Shares shall be validly issued, fully paid and non- assessable. Shareholders of Assembly Services shall be retaining the shares for their own account and for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the Shares except in compliance with all applicable provisions of the Securities Act of 1933, as amended (the "Act"), the rules and regulations promulgated by the Securities and Exchange Commission ("SEC") thereunder, and applicable state securities laws. The shares to be issued to the shareholders of Assembly Services from Buyer are "restricted securities" as that term is defined under Rule 144 of the Act, and any sales of the shares made in reliance upon Rule 144 can be made only in limited amounts in accordance with the representations terms and warranties conditions of Sellers that Rule and will require an opinion of counsel satisfactory to Reink and Reink's counsel that registration is not required under the covenants Act or state securities laws. The Shares have no voting restrictions. Additionally, the Shares shall be subject to a lock-up agreement set forth in Exhibit 3.1.2, which provides that the Shares shall be locked up as follows: (i) 158,334 shares until August 31, 2000; (ii) 158,333 shares until August 31, 2001; and (iii) 158,333 shares until August 31, 2002. Therefore, pursuant to the lock-up agreement, the certificates shall bear the following restrictive legend: (i) The 158,334 Shares to be locked up until August 31, 2000: (The securities represented by this certificate are subject to a lock-up agreement and may not be sold, transferred, assigned, or otherwise disposed of Sellers herein set forthprior to August 31, 2000.) (ii) The 158,333 Shares to be locked up until August 31, 2001: (The securities represented by this certificate are subject to a lock-up agreement and as consideration may not be sold, transferred, assigned, or otherwise disposed of prior to August 31, 2001.) (iii) The 158,333 Shares to be locked up until August 31, 2002: (The securities represented by this certificate are subject to a lock-up agreement and may not be sold, transferred, assigned, or otherwise disposed of prior to August 31,2002.) Additionally, each certificate shall contain the following restrictive legend: (The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares may not be sold, transferred or assigned in the absence of an effective registration statement for these shares under the sale and purchase Securities Act of 1933 or an opinion satisfactory to the Company's counsel that registration is not required under said Act.) 3.1.2.1 Also, for all assets of Assembly Services, Buyer, at its expense, shall deliver to the shareholders of Assembly Services in the form of shares of the Assets unregistered Common Stock of Buyer (the "Purchase PriceAdditional Shares"), Buyer shall pay to Sellers three hundred twenty five thousand (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a325,000) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), Additional Shares will be issued as follows: (i) Such cash One half (1/2) or (162,500) of the Additional Shares shall be issued on the first anniversary date of the closing, provided that the net sales revenues (defined as gross sales less, including, but not limited to, returns, discounts, allowances and Common Stock shall consist of a combination of like type items) for the twelve (A12) at the option of either Buyer or ITGmonths ended July 31, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided 2000 based on new business generated by the average purchased Assembly Services/Wildan Services business equals or exceeds $1.5 million. Buyer and Seller acknowledge that realization of additional revenues equaling or exceeding $1.5 million is contingent upon funding to be made available to the purchased Assembly Services/Wildan Services business by Reink Corp. in order to set up and maintain the Empty Toner Reclaim Program as established by Assembly Services/Wildan Services. Buyer shall be required to make available to Assembly Services/ Wildan Services business funding in the amount of $60,000 on or before September 15, 1999 and an additional $90,000 on or before October 15, 1999. Should Buyer fail to provide such funding on or before the dates and in the amounts indicated above, the contingent new net sales revenue amount shall be reduced from $1.5 million to $750,000. (ii) One half (1/2) or (162,500) of the closing prices of a share Additional Shares shall be issued on the second anniversary date of the closing, provided the above stated conditions in 3.1.2.1 (i) have been achieved. (iii) All of the Additional Shares will be subject to a one year holding period from the date of issuance before any of the Additional Shares can be transferred. Buyer intends and shall, at its expense, use its best efforts to cause the Additional Shares to become Registered under the Securities Act of 1933, as amended, subsequent to Closing, as soon as practicable. Additionally, each certificate shall contain the following restrictive legend: (The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares may not be sold, transferred or assigned in the absence of an effective registration statement for these shares under the Securities Act of 1933 or an opinion satisfactory to the Company's counsel that registration is not required under said Act.) 3.1.3 Buyer intends and shall, at its expense, use its best efforts to cause the Shares to become Registered under the Securities Act of 1933, as amended, subsequent to Closing, as soon as practicable. (1) In the event the average closing sale price ("Sale Price") of Reink Corp. Common Stock Stock, as publicly traded on the NYSE Nasdaq Small Cap System or other applicable trading system, is less than $1.00 per share for the ten (10) consecutive trading days day period ending on August 31, 2000, then Buyer shall pay to the trading day immediately preceding Seller cash equal to the Closing Date difference between $1.00 per share and the Sale Price multiplied by 158,333. (2) In addition, in the event the average closing sale price ("Actual Average Sale Price"); provided) of Reink Corp. Common Stock, howeveras publicly traded on the Nasdaq Small Cap System or other applicable trading system, that (x) if the Actual Average Price is less than $16.929 1.00 per shareshare for the ten (10) consecutive trading day period ending on August 31, 2001, then Buyer shall pay to the Seller cash equal to the difference between $1.00 per share and the Sale Price multiplied by 158,333. (3) In addition, in the event the average closing sale price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Sale Price")) of Reink Corp. Common Stock, and (y) if as publicly traded on the Actual Average Price is greater than $20.691 per shareNasdaq Small Cap System or other applicable trading system, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than $1.00 per share for the Low Average Priceten (10) consecutive trading day period ending on August 31, 2002, then Buyer shall pay to the Cash Consideration shall be increased by Seller cash in an amount equal to the product of (A) the difference between the Actual Average Price $1.00 per share and the Low Average Price, Sale Price multiplied by 158,333. 3.2 Reink shall also issue to shareholders of Assembly Services one hundred thousand (B100,000) options, each option representing the number of shares of Common Stock actually issued pursuant right to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to purchase one (1) week's vacation pay for all of Sellers' employees as share of the Closing Date; provided, however, that (A) in no event shall Buyer's Common Stock exercisable at the total amount lesser of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars per share amount as initially granted to officers of Buyer, inclusive of any repricing, or four dollars ($22,500,000), and 4.00) per share. The options shall vest with shareholders of Assembly Services equally over a two (B2) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) year period commencing one (1) week's vacation pay year from the closing date of this Agreement. 3.3 The Buyer will assume all debt of Seller as reflected in Assembly Services' March 31, 1999, financial statements, as more specifically set forth in Exhibit 3.3, the mortgage debt of Brittany LLC and as incurred in the ordinary course of business as of the date of closing, provided that the debt of Assembly Services does not exceed one million two hundred thousand dollars ($1,200,000). Buyer will indemnify and hold Xxxxxxx and Xxxxxxx Xxxxxxxxx harmless from any and all sureties, guarantees, assessments or any other claims by creditors of Seller as outlined in Exhibit 3.3 and including the mortgage debt of Brittany LLC and as incurred in the ordinary course of business as of the date of closing. Buyer will also use a duly diligent, good faith effort to obtain full releases for such employeeany sureties, guarantees, assessments or any other claims by creditors of Seller. Buyer will also begin to exercise a duly diligent, good faith effort in arranging for the payment of all non-current federal and state tax obligations of Assembly Services upon the signing of this Agreement. 3.4 Buyer will forgive Assembly Services' loans to shareholders reflected in Assembly Services March 31, 1999 financial statement, as more specifically set forth in Exhibit 3.4. 3.5 The Buyer will enter into employment contracts with Xxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxx, under the terms as substantially set forth in Exhibit 3.5.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The aggregate purchase price for the sale and purchase all of the Assets Shares (the "“Purchase Price"), Buyer ”) shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06be an amount equal to: (a) cash $8,050,000.00; less an amount equal to any Selling Expenses that are in excess of the amount permitted to be paid by the Company pursuant to Section 8.15 hereof and Common Stock having are not paid by Sellers at Closing (“Unpaid Selling Expenses”); less the $100,000.00 Forbearance Payment made pursuant to the Forbearance Agreement; and less an aggregate value amount equal to any Funded Debt that is outstanding immediately prior to the Closing (the “Outstanding Funded Debt”) (collectively, the “Base Purchase Price”); (b) plus the Seller Note, in the principal amount of One Hundred Five Million Dollars $2,735,000.00, due on February 6, 2011; (c) plus $105,000,000980,000.00 worth of the shares of Buyer (i.e., 128,948 shares), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) valued at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 7.60 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"“Lifeway Shares”); (iid) If either Buyer or ITG elect plus the Share Consideration option cancellation by the Company of the Shareholder Loan, in paragraph (a)(i)(A) abovethe principal amount of $265,000.00, and execution by the Actual Average Price is less than Company and the Low Average PriceSellers of mutual releases with regard thereto, and for the related note(s), mortgage(s), lease agreement(s) and/or other document(s) evidencing same, providing security therefor and/or related thereto (together, the Cash Consideration shall be increased by cash in “Sellers’ Lease(s), Note(s) and Mortgage”); and (e) plus not more than $98,000, representing an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars funds, held in two accounts of the Company ($22,500,000)the “Vist Accounts”) on deposit with Vist Financial Corp., and (B) in used as collateral for milk purchases, which amounts/accounts shall remain with the event an employee of any Seller leaves voluntarily prior to Company from and after the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) Closing. Each of the sum foregoing items will be delivered to and shared among the individual Sellers in accordance with the proportionate numbers of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeShares owned by each Seller as set forth in Schedule 4.2.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as (a) In full consideration for the sale and purchase transfer of the Assets (Shares, at the "Purchase Price")Closing, Buyer the Purchaser shall pay to Sellers (or Sellers' assignee), at Closing, and subject cause to adjustment as provided in Section 2.06: (abe paid) cash and Common Stock having to the Sellers an aggregate value of One Hundred Five Million Dollars amount equal to $3,575,520 ($105,000,000in aggregate, the “Gross Proceeds”) (or such lesser amount resulting from deductions, if any, pursuant to this Section 2.3(a), as follows: ) consisting of: (i) Such $1,937,760 in cash and Common Stock shall consist of a combination of (the “Cash Proceeds”) minus (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average any and all outstanding Indebtedness of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees Company as of the Closing Date, (B) any and all Selling Expenses, (C) any and all Bonus Amounts, and (D) the Holdback Amount (such amount resulting from the deductions, if any, to the Cash Proceeds is referred to herein as the “Cash Purchase Price”); provided(ii) $922,656 payable under two promissory notes (one payable 14 months after the Closing and one payable 26 months after the Closing, howeversubject to extension as provided therein), that each in the amount of $461,328 and substantially in the form attached hereto as Exhibit A (Aeach, a “Note” and collectively, the “Notes”); and (iii) $715,104 payable in shares of Purchaser Common Stock, which number of shares shall be calculated pursuant to Section 2.4 (such number of shares resulting from the calculation, the “Purchaser Shares”, and together with the Cash Purchase Price and the Notes, the “Purchase Price”). Subject to the terms of Article X, on the 3-month anniversary of the Closing Date (but in no event before January 2, 2009), the Purchaser shall pay or cause to be paid to the total Sellers the Holdback Amount, minus the amount required to satisfy any unresolved Claims made by the Purchaser or any Purchaser Indemnified Party in accordance with the terms of Article X. Simple interest shall accrue on the Holdback Amount, as the same may be reduced from time to time, at the rate of 6.00% computed on the basis of a 360-day year for the actual number of days from the Closing Date to the date paid. The Purchaser shall pay or cause to be paid to the Sellers all accrued but unpaid interest on the portion of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars Holdback Amount actually paid to the Sellers concurrently with payment of such portion of the Holdback Amount. The Holdback Amount ($22,500,000)or any portion thereof and including any interest thereon) shall be paid when due by bank wire transfer of immediately available funds to the account(s) designated pursuant to Section 2.5. (b) At the Closing, the Purchaser shall pay (or cause to be paid) (i) to the Persons entitled thereto, all of the Indebtedness of the Company to the extent it is to be repaid in connection therewith as determined by the Purchaser, (ii) to the Persons entitled thereto, all of the Selling Expenses to the extent unpaid, and (Biii) in the event an employee of any Seller leaves voluntarily prior to the Closing DatePersons entitled thereto, Buyer when due and payable and as reduced by applicable employment or withholding Taxes, the Bonus Amounts. The Purchaser may, at its option, pay the Bonus Amounts to the Company, which in turn shall nevertheless pay such amounts to ITG fifty percent the Persons entitled thereto (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeless applicable employment or withholding Tax).

Purchase Price. Subject The Buyer agrees to pay to the terms and conditions hereof, in reliance upon Sellers up to the representations and warranties total sum of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets Eight Hundred Fifty Thousand Dollars ($850,000.00) (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to FiftyTwo Hundred Twenty-Two Million Five Hundred Thousand Dollars ($52,500,000225,000) divided in cash by wire transfer or other immediately available funds at Closing, paid according to the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration")Sellers' instructions attached hereto as Exhibit D; (ii) If either Two Hundred Twenty-Five Thousand Dollars ($225,000.00) of restricted common stock of Buyer or ITG elect the Share Consideration option in paragraph at a valuation of $1.00 per share (a)(i)(A225,000 shares) aboveat Closing, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal paid according to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) aboveSellers' instructions attached hereto as Exhibit D; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option Up to a total of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Four Hundred Thousand Dollars ($52,500,000400,000.00) divided by paid in cash or in restricted stock (up to half of the Actual Average Price; plusstock payable at a price of $1.40 per share, the remainder at the then-market price, in the following manner: (bA) The Buyer shall pay the assumption by Buyer of Sellers a " Quarterly Payment Amount" (as defined in Sections 2(b)(iii)(C) through (E) below) for the Assumed Liabilities; plus three (c3) an amount of cash month period commencing January 1, 2004 and ending March 31, 2004, and for each three (the "Employee Payments"3) equal to the sum of month period thereafter ending June 30, September 30 and December 31 (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to any one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; providedthree (3) month periods being a " Quarter" ), howeverup to and including the Quarter ending December 31, that 2008. (AB) in no event The Buyer shall pay the total amount Sellers the Quarterly Payment Amount due for each Quarter within seventy-five (75) days of the Employee Payments exceed end of each Quarter. (C) The Quarterly Payment Amount for each Quarter shall be equal to Forty Percent (40%) of the Target' s Net Income Before Taxes, up to and including a Quarterly Payment Amount of Twenty-Two Million Five Thousand Dollars ($25,000.00), except as provided in Sections 2(b)(iii)(D) through (E) below. The maximum Quarterly Payment Amounts payable to the Sellers for the four (4) Quarters of each calendar year is One Hundred Thousand Dollars ($22,500,000100,000.00). To the extent that any Quarterly Payment Amount payable to the Sellers exceeds the maximum calendar year payment of One Hundred Thousand Dollars ($100,000.00), such amount shall be applied to the Quarterly Payment Amount payable for the first Quarter of the following calendar year. (D) When the Target' s Net Income Before Taxes for any Quarter is Zero Dollars ($0.00) or a negative amount, the amount by which the Target' s Net Income Before Taxes is less than Zero Dollars ($0.00) shall be the " Quarterly Deficit Amount." In the event that there is a non-zero Quarterly Deficit Amount, the Target' s Net Income Before Taxes for the following Quarter or Quarters shall be applied to reduce the Quarterly Deficit Amount on a Dollar-for-Dollar basis to Zero Dollars ($0.00). The Quarterly Deficit Amount shall be aggregated for each Quarter, less all amounts of the Target' s Net Income Before Taxes applied to reduce the Quarterly Deficit Amount. Under these circumstances, Forty Percent (40%) of the amount of the Target' s Net Income Before Taxes in excess of the amount applied to reduce the Quarterly Deficit Amount to Zero Dollars ($0.00) shall be paid to the Sellers as the Quarterly Payment Amount. No Quarterly Payment Amount shall be payable to the Sellers until the Quarterly Deficit Amount is Zero Dollars ($0.00). (E) When the Target' s Net Income Before Taxes for any Quarter is in excess of Sixty-Two Thousand Five Hundred Dollars ($62,500.00), the amount by which the Target' s Net Income Before Taxes exceeds Sixty-Two Thousand Five Hundred Dollars ($62,500.00) shall be the " Quarterly Surplus Amount." In the event that there is a non-zero Quarterly Surplus Amount, the Target' s Net Income Before Taxes for the following Quarter or Quarters shall be increased by the Quarterly Surplus Amount on a Dollar-for-Dollar basis up to a total amount equal to Sixty-Two Thousand Five Hundred Dollars ($62,500.00). The Quarterly Surplus Amount shall be aggregated for each Quarter, less all amounts of the Quarterly Surplus Amount applied to increase the Target' s Net Income Before Taxes. Under these circumstances, Forty Percent (40%) of the amount of the Target' s Net Income Before Taxes as increased by the Quarterly Surplus Amount, shall be paid to the Sellers as the Quarterly Payment Amount. (F) Each Quarterly Payment Amount shall be paid at the Sellers' option, in either immediately available funds or in Buyer Shares, up to the number of Buyer Shares that are the equivalent of Two Hundred Thousand Dollars ($200,000.00) at a price of One Dollar and Forty Cents (B$1.40) per share, and up to the number of Buyer Shares that are the equivalent of Two Hundred Thousand Dollars at the market price determined by the average trading price over the twenty (20) day period prior to the payment of the Buyer Shares. (G) The total payment amount due under this Section 2(b)(iii) shall be evidenced by the Buyer' s purchase money promissory note (the " Note" ) and security agreement (the " Security Agreement" ) delivered to the Sellers at Closing, in the form of a Note and Security Agreement as attached hereto as Exhibit E, dated as of the date of the Closing, and shall be payable within five (5) years of the date of the Closing or sooner, to the order of the Sellers in Miami, Florida. The Buyer shall pay on the Note in the manner described in Sections 2(b)(iii)(A) through (F) above, which payments shall be deemed to include simple interest accrued at a rate of Ten Percent (10%) per annum. The Note shall contain a provision, upon the Buyer' s failure to make any payment or upon the Buyer' s default of any other provision of this Section 2(b)(iii), upon the termination of the employment relationships between the Buyer and the Sellers unless the termination results for Cause or from the Voluntary Termination by Executive (as " Cause" and " Voluntary Termination by Executive" are defined in the Employment Agreements), and/or upon the voluntary liquidation of the Buyer, the appointment of a receiver, or the institution of any suit or proceeding relating to the Buyer under the bankruptcy laws (collectively " Buyer' s Default" ), for the automatic acceleration of the principal amount due under the Note less payments made (the " Default Amount" ) and shall contain a provision for the automatic acceleration of half of the Default Amount (also the " Default Amount" ) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum termination of the employment relationship between the Buyer and any one of the Sellers unless the termination results for Cause or from Voluntary Termination by Executive (x) also the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee" Buyer' s Default).

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and (a) The purchase of the Assets price (the "Purchase PricePURCHASE PRICE"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), for the Shares will be paid as follows: (i1) Such cash At the Closing, the Buyer shall deliver to the Sellers that number of aggregate shares of restricted common stock of the Buyer (together with the shares in (2) and Common Stock (3) below, the "Able Shares") based upon a Purchase Price of Thirty Five Million ($35,000,000) Dollars for all of the Shares of Sellers. a. The price of the Able Shares for purposes of calculating the $35,000,000 Purchase Price shall consist be $3.00 per share, thus the number of a combination Able Shares delivered to the Sellers under Section 2.2(1) shall be 11,666,667. b. The Purchase Price shall be allocated among the Sellers in proportion to their respective holding of Company Shares, as set forth on Schedule A annexed hereto. (A2) In addition, at the option Closing, the Buyer shall deliver to certain of either Buyer or ITG, the Sellers a number of shares of Common Stock (the "Share Consideration"), Buyer's restricted common stock equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided Buyer's common stock owned by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees Company as of the Closing Date; provided, howeversuch Able Shares to be allocated among such Sellers as set forth on Schedule B annexed hereto. (3) It is hereby acknowledged by the parties, that (A) Sellers have caused the Company to enter into a term sheet dated June 6, 2005 with a third party institutional lender to refinance the Company's debt and provide the Company with certain working capital. Such term sheet provides that the loan will be in no event shall the total amount of the Employee Payments exceed Twenty-Two approximately Thirty Five Million Five Hundred Thousand Dollars ($22,500,00035,000,000) Dollars, at an interest rate of "30-day LIBOR plus spread (adjustable rate) this is equivalent to Prime + 1.75%.", with a 25-year term and a 25-year amortization schedule. The Company will secure the loan with a first mortgage on all of its properties, including improvements thereto (the "Financing"). In the event that the Company completes the Financing on or before December 31, 2005, Buyer agrees to increase the Purchase Price by an additional Ten Million ($10,000,000) Dollars which Purchase Price shall be paid in restricted common shares on the same basis as set forth in subparagraphs1(a) and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%b) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeethis paragraph.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The aggregate purchase price for the sale and purchase Membership Interests (collectively, the “Purchase Price”) shall consist of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06following: (a) cash and Common Stock having an aggregate value Cash payment (the “Cash Payment”) of One Hundred Fifty Million Dollars ($150,000,000), subject to adjustment pursuant to the terms of the Promissory Note (as defined below), and payable in accordance with the following schedule, as such schedule may be subject to adjustment pursuant to the Promissory Note (as defined below): (i) On the Closing Date, Twenty Five Million Dollars ($105,000,00025,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of less (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of First Exclusivity Consideration and (xB) the Second Exclusivity Consideration (the “Closing Date Payment”); (ii) Fifty Million Dollars ($50,000,000) on or before December 24, 2012; and (iii) Seventy Five Million Dollars ($75,000,000) on or before July 31, 2013. (b) On the Closing Date, such additional warrants, if any, on the same terms and conditions as the form of Warrant attached hereto, to purchase shares of PGRX’s common stock as may be required to adjust the Warrant in accordance with the following formula: in the event of a Qualified Financing (as such term is defined in the Promissory Note), that is in excess of $200,000,000, and which occurs prior to the Closing Date, then the amount such employee would have received under of shares issuable pursuant to the Retention Plan plus Warrant shall be increased to an amount that represents 9.4% of the outstanding shares of PGRX on the Closing Date, on a fully-diluted basis, including, but not limited to, the shares reserved for issuance of options, and which shall be determined by a calculation on the Closing Date that does not include securities related to the first $200,000,000 of any Qualified Financing, but that does include all securities related to any amount of a Qualified Financing that exceeds $200,000,000 (ybut only with respect to the incremental amount greater than $200,000,000), and also includes all other outstanding securities on a fully diluted basis on the Closing Date; and provided further that, the Registration Rights Agreement attached hereto as Exhibit K shall be modified to reflect any more favourable terms (but not less favourable terms granted to any holders of existing registration rights of PGRX before the Closing Date); (c) one The Additional Consideration; and (1d) week's vacation pay for such employeeThe Supplemental Payment (as defined below), if any. The payments in Sections 2.02(a)(ii) and 2.02(a)(iii) above shall be evidenced by that certain secured promissory note issued by Buyer in favour of Seller in the form attached hereto as Exhibit N (the “Promissory Note”).

Purchase Price. Subject to In consideration of the terms sale, transfer, conveyance and conditions hereofdelivery of the Assets, and in reliance upon the representations and warranties of Sellers and the covenants of Sellers made herein set forth, and as consideration for the sale and purchase of the Assets (the "Purchase Price")by Seller, Buyer shall shall, in full payment thereof, pay to Sellers Seller, or its designees, the following aggregate consideration: (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (ai) cash and Common Stock having an aggregate value of One Hundred Forty-Five Million Five Hundred Thousand Dollars ($105,000,00045,500,000) payable in immediately available funds by wire transfer to one or more accounts designated by Seller on the Closing Date (the “Cash Consideration”), and (ii) the issuance of such number of restricted shares of Buyer’s Stock (the “Shares”) as follows: (i) Such cash and Common Stock shall consist of a combination of are equal to (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to FiftyForty-Two Million Five Hundred Thousand Dollars ($52,500,00042,500,000) divided by (B) the average of the per share closing prices of a share of the Common Stock price reported on the NYSE Nasdaq National Market for the ten twenty (1020) consecutive trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average “Per Share Price"”); , provided, however, that (x) the number of Shares shall in no event be less than 3,269,231 and shall not be greater than 19.99% of Buyer’s total issued and outstanding shares of common stock at the Closing Date; provided further, that if the Actual Average Price is less than $16.929 per share, Shares would have exceeded 19.99% of Buyer’s total issued and outstanding shares of common stock at the average price used for purposes of calculating Closing Date based upon the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs calculation in subsection (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, then the Cash Consideration due to Seller shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product number of (x) Shares Seller would have received if not for the difference between the High Average Price and the Actual Average Price, 19.99% cap multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Per Share Price; plus and, to the extent applicable, (biii) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash Specified Liabilities (the "Employee Payments") equal “Shares” together with the Cash Consideration and the Specified Liabilities, collectively hereinafter referred to as the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000“Purchase Price”), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, In exchange and as consideration for the sale Transferred Assets and purchase in full payment of the Assets (the "Purchase Price")purchase price therefor, Buyer shall pay to Sellers the amounts set forth in subsections (or Sellers' assignee)a)-(b) below in the manner set forth therein, at Closing, and subject to adjustment as provided pursuant to the indemnification rights set forth in Section 2.06:ARTICLE IX (collectively, the "Purchase Price"): (a) Buyer shall pay to Sellers, in cash and Common Stock having an by certified checks or wire transfers of immediately available funds, the aggregate value amount of One Million Six Hundred Five Million and Forty Thousand Dollars ($105,000,0001,640,000.00), as follows:; and (ib) Such cash Buyer shall execute and Common Stock shall consist of deliver to Broadview within thirty (30) days after Closing a combination of (A) at promissory note in the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), principal amount equal to Fifty-Two Million Five One Hundred Thousand Dollars ($52,500,000100,000.00) divided by plus Broadview's Working Capital, due six (6) months after Closing and bearing simple interest from Closing at seven (7) percent, with interest only payable monthly from Closing, in substantially the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date form attached hereto as EXHIBIT A (the "Actual Average PriceNote"); provided. As used herein, however"Working Capital" shall mean, that (x) if as of 12:01 a.m. on the Actual Average Price is less than $16.929 per shareClosing Date, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Paymentscash, accounts receivable, inventory and prepaid assets, less (ii) trade accounts payable and liabilities accrued in the Retention Plan Payments and ordinary course of business, all as determined in accordance with generally accepted accounting principles (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees "GAAP"). Notwithstanding the foregoing, Buyer will assume obligations existing as of the Closing Date; providedDate for the payment by any Seller of property taxes on the Real Property as set forth in SECTION 1.4(c), however, that (A) in no event which obligations shall be excluded from the total amount calculation of the Employee Payments Working Capital unless such obligations exceed Twenty-Two Million Five Hundred Fifty Thousand Dollars ($22,500,00050,000.00), and (B) in which case the excess over $50,000.00 will be included as a liability in the calculation of Working Capital. In no event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeWorking Capital be less than zero.

Purchase Price. Subject Notwithstanding the foregoing, subject in no event to any offset rights and payment suspension rights whatsoever, the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets price that shall be paid by Purchaser to Seller (the "Purchase Price"), Buyer ) for the Seller's Shares shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as followsconsist of: (i) Such cash Two Million Dollars ($2,000,000) payable by Purchaser pursuant to a promissory note or notes (collectively the "Note") given by Purchaser to Seller, said Note to have a term of ten (10) years from the date of Closing with principal and Common Stock shall consist interest payable in equal monthly payments amortized over ten (10) years, interest accruing at a rate equal to seven and one-half percent (7 1/2%) per annum, without right of offset of any kind but with right of prepayment of the Note or a combination of (A) portion thereof at the option of either Buyer Purchaser at any time without premium or ITGpenalty, said Note to be secured pursuant to a number of Pledge Agreement from College Bound, as pledgor, to Seller, as secured party, whereby College Bound pledges two million shares of Common Stock (the "Share Consideration")common stock of College Bound to secure the payment of the Note, equal said portion of the Purchase Price to Fifty-Two Million Five Hundred include an allocation of Fifty Thousand Dollars ($52,500,00050,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject covenant not to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration compete set forth in sub-paragraph (i)(A) aboveSection 4 hereof; provided that if Purchaser or College Bound shall obtain financing other than for capital equipment or office operational expenses, the cash portion pursuant Purchaser and/or College Bound shall be required to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is apply no less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum net proceeds of (xsuch financing(including by way of example only the Swarz Equity Line financing where completed) the to prepay a like amount such employee would have received of principal due under the Retention Plan plus Note. College Bound shall unconditionally guarantee payment of the Note. (yii) one One Million Dollars (1$1,000,000) weekequivalent value of the "lettered" restricted shares of the common stock of College Bound valued at eighty percent (80%) of the average trading price of such shares for the fifteen (15) trading days on the open market preceding five (5) business days prior to the Closing date; provided that regardless of the actual then trading price of the said shares, the shares of College Bound to be conveyed to Seller shall be subject to a range of $.50 per share (at 2,000,000 shares) to $1.00 per share (at 1,000,000 shares). For example, if the average trading price of College Bound's vacation pay for shares is $1.25 per share, then 80% thereof would be at $1.00 per share, which equals 1,000,000 shares. If the average trading price of College Bound's shares is $1.50 per share and 80% would equal $1.20/share, Seller would still receive 1,000,000 shares. Also, such employeeCollege Bound shares must be registered pursuant to the provisions of Rule 144 promulgated by the SEC and other applicable federal and state regulations.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as (a) The total consideration for the sale and purchase Shares (the “Purchase Price”) shall be the sum of the Assets (Securities Consideration, the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at ClosingCash Consideration, and subject to adjustment the Debt Assumption, each as provided in Section 2.06:hereinafter defined. (ab) cash and Common The “Securities Consideration” shall be 930,406 shares of Auxilio Stock, which is that number of shares of Auxilio Stock having an aggregate value of One Hundred Five Million Dollars $1,250,000.00, such value to be calculated based upon a price per share equal to the average of the closing price of Auxilio Stock on the OTC Markets for the 20 most recent Trading Days prior to the Closing Date ($105,000,000the “Average Closing Price”), as followsrounded up to the nearest whole number of shares. (c) The “Cash Consideration” shall be that amount of cash equal to: (i) Such cash and Common Stock shall consist of a combination of $1,000,000; minus (Aiv) at any Transaction Payments, to the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash extent such Transaction Payments in the amount of Fifty-Two Million Five Hundred Thousand Dollars (aggregate exceed $52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration");12,000. (iid) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) The “Debt Assumption” shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided 463,722.96 which is currently owed by the Actual Average Price; plus Company to Xxxx Xxxxxxx, Coastline and Xxxxx Xxxxxxx. Of such amount, $363,722.96 is represented by those certain amended and restated promissory notes (bthe “Notes”) dated of even date herewith. The Notes bear interest at the assumption by Buyer rate of 4% per annum, and the Company is to make quarterly interest-only payments on the total principal amount outstanding at the end of each calendar quarter. The Notes have a maturity date which is 24 months from the date of this Agreement and contain no prepayment penalty. Pursuant to the terms of the Assumed Liabilities; plus (c) an amount of cash (Notes, the "Employee Payments") equal to the sum of Company will pay (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum outstanding amount due under such Notes at such time as the Company achieves $1,500,000 of bookings measured from the date of this Agreement, and (ii) the remaining fifty percent (50%) will be paid at such time as the Company achieves $4,000,000 of bookings measured from the date of this Agreement, all as set forth in the Notes. The Notes will not be subject to offset and all interest and principal thereunder will be due immediately upon a sale of the Company or substantially all of the assets of the Company by Buyer, other than to an Affiliate. The Company shall pay the remaining $100,000 to Xx. Xxxxxxx, Coastline and Xx. Xxxxxxx upon the Company’s collection of $100,000 from accounts receivable outstanding as of June 30, 2014, measured from the Closing Date (and after all payroll expenses have been satisfied), as follows: (x) the amount such employee would have received under the Retention Plan plus $43,875.94 to Xx. Xxxxxxx; (y) one $27,011.85 to Coastline; and (1z) week's vacation $29,112.21 to Xx. Xxxxxxx. Buyer represents and warrants that Buyer is not prohibited under any other contract or agreement which would prohibit Buyer from making the foregoing payments. (e) At the Closing, subject to the terms and conditions of this Agreement, (i) each Seller shall transfer all of the Shares owned by such Seller to the Buyer by delivering to the Buyer the certificates therefor, with all necessary endorsements and assurances in order to permit immediate registration of the transfer thereof on the books of the Company, free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities Law), accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer, and (ii) against receipt of the Shares, the Buyer shall pay for the Securities Consideration and the Cash Consideration as follows: (A) 930,406 shares of Auxilio Stock, having an aggregate value of approximately $1,250,000 based on the Average Closing Price, shall be delivered to the Sellers, pro rata among the Sellers in proportion to each Seller’s ownership of the Shares; and (B) $100,000 of the Cash Consideration (the “Cash Escrow Amount”) shall be remitted to the Escrow Agent, to be held and disbursed by it pursuant to the terms of the Escrow Agreement, and the balance of the Cash Consideration shall be paid to the Sellers, pro rata among the Sellers in proportion to each Seller’s ownership of the Shares, by wire transfers of immediately available funds to bank accounts designated by the Sellers. Sellers shall designate such employeebank accounts at least two Business Days prior to the Closing Date.

Purchase Price. Subject to Upon the terms and subject to the conditions hereofof this Agreement, in reliance upon Purchaser shall pay the representations and warranties sum of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets Six Hundred Fifty Thousand Dollars ($650,000) (the "Purchase PricePURCHASE PRICE"), Buyer shall pay ) to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided for the Assets in Section 2.06accordance with the following schedule: (a) cash and Common Stock having an aggregate value of Purchaser shall pay to Sellers One Hundred Five Million Fifty Thousand Dollars ($105,000,000), as follows:150,000) on the Closing Date; (ib) Such cash and Common Stock Purchaser shall consist pay to Sellers a Promissory Note in the amount of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Four Hundred Thousand Dollars ($52,500,000) divided 400,000), collateralized by the average real estate listed in Exhibit B and the equipment listed in Exhibit D. The note will be on a twenty year amortization with a five year balloon payment of the closing prices of a share of the Common Stock on the NYSE all unpaid principal. It bears simple interest calculated at 7% for the ten first year, 8% for the 2nd and 3rd years, and 9% for the 4th and 5th years. There will be a One Hundred Thousand Dollar (10$100,000) trading days ending 53,101.00 July 1, 2004 and 53,101.00 [handwritten] principal reduction payment by January 15th, 2005 (EXHIBIT A), which payment will release the equipment on the trading day immediately preceding the Closing Date (the "Actual Average Price"); providedExhibit D. The initial monthly payments from July through December of 2004 will be $3,101.20 with an additional $50,000 to be Paid on September 1, however, that (x) if the Actual Average Price is less than $16.929 per share2004 [handwritten]. Thereafter, the average price used for purposes of calculating the Share Consideration shall monthly payments will be $16.929 per share (2,500.00, until the "Low Average Price"), and (y) if the Actual Average Price note balloon payment is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then required at the option end of ITG either five years. (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average PriceMay 26, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus2009). [handwritten] (c) Purchaser shall pay to Sellers One Hundred Thousand Dollars in common stock in Penge Corporation at $.25 cents per share. Purchasers will provide seller with executive summary, risk factors, and capitalization table prior to closing. Seller verifies that he is an amount accredited investor as outlined in the materials provided. This payment is a part of cash (the "Employee Payments") equal to down payment. of the sum of Business and the Seller, the Business has not been advised (i) that any of its Tax Returns, federal, state, local, foreign or other, has been or is being audited as of the Payroll Paymentsdate hereof, or (ii) of any deficiency in assessment or proposed adjustment to its Taxes. There exists no liability for any Tax or potential Tax to be imposed upon the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all properties or assets of Sellers' employees the Business as of the Closing Date; provided, however, date of this Agreement that is not adequately provided for and reserved against on the Financial Statements (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000as defined below), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as (a) In full consideration for the sale and purchase by MDC Corporate of the Assets (Purchased Interests, MDC Corporate agrees to pay Management LLC an amount equal to the "“Put/Call Purchase Price"”, calculated and determined as follows: (i) At the Closing, an amount equal to $747,600 as the “Estimated TNW Payment” as of September 30, 2007, which amount represents a good faith estimate of the Applicable TNW (as defined in the LLC Agreement) multiplied by 40% as the Applicable Percentage.. (ii) In accordance with Section 10.4(a)(ii) of the LLC Agreement, within 5 Business Days following the determination of the audited Applicable TNW (but not later than sixty (60) days after the Closing), Buyer shall pay an amount equal to Sellers the audited Applicable TNW less the Estimated TNW Payment (or Sellers' assignee$747,600), at Closing, and subject to adjustment as provided in Section 2.06:10.4(a)(vi) of the LLC Agreement. (aiii) At the Closing, a “First Payment” in amount equal to $11,700,000, of which an amount equal to $8,775,000 shall be paid in cash or immediately available funds and Common an amount equal to $2,925,000 shall be paid in the form of MDC Stock having an aggregate value in accordance with Secion 2(a)(viii) of One Hundred Five Million Dollars ($105,000,000)this Agreement. For purposes of this Agreement and determining the amount of the Put/Call Purchase Price payable at the Closing, as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal “YP” is deemed to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price")be 2008; provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject “PBT” for “YP-1” (2007) was estimated and deemed to paragraphs (ii) and (iii) belowbe equal to $13.5 million. Notwithstanding such estimation of PBT for 2007, cash in calculating the amount of Fifty-Two Million Five Hundred Thousand Dollars the “Second Payment” and “Final Payment” of the Put/Call Purchase Price payable to Management LLC, ($52,500,0001) PBT for YP-1 (2007); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph YP (i)(A2008) above, the cash portion pursuant to this paragraph and YP+1 (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A2009) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000the actual amount of PBT for such calendar years, as determined and calculated in accordance with Section 10.4(b)(x) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000)Agreement, and (B2) the calculation of PBT in the event an employee of 2007, 2008 and 2009 shall exclude any Seller leaves voluntarily prior compensation expense relating to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%grants of Additional MDC Shares referenced in Section 2(a)(vii) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeethis Agreement.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The purchase price for the sale and purchase of the Purchased Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment pursuant to Section 3.2, shall be the cash amounts to be delivered as provided described below, reduced by amounts paid by Buyer to Sellers at the Closing with respect to the Non-Competition and Non-Solicitation Agreement to be entered into between the parties on the date hereof in Section 2.06substantially the form attached hereto as Exhibit D (the "Non-Competition Agreement"). The Purchase Price shall include: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), amount equal to Fifty-Ten Million, Two Million Five Hundred Fifty Thousand Dollars ($52,500,00010,250,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average “Cash Purchase Price"); provided, however, that ”) paid by wire transfer in immediately available funds at Closing to an account designated by FAP; (xb) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject an amount equal to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Seven Hundred Fifty Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000750,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A“Indemnification Escrow Amount”) shall be equal placed into escrow in respect of any further adjustments that may be made pursuant to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000Section 3.2(e) divided and with respect to any Claims made by the Actual Average Price; plus (b) Buyer Indemnified Parties under Section 12 on or before the assumption by Buyer first anniversary of the Assumed Liabilities; plusClosing Date, all in accordance with the terms of an agreement in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”); (c) an amount of cash equal to Two Million Dollars ($2,000,000) (the "Employee Payments"“Supply Agreement Escrow Amount”) equal shall be placed into escrow and released in accordance with the provisions of Section 3.3 and pursuant to the sum of procedures set forth in the Escrow Agreement; and (i) the Payroll Payments, (ii) the Retention Plan Payments and (iiid) an amount equal to one (1) week's vacation pay for all of Sellers' employees the Bonus Payment Amount as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000calculated pursuant to Section 3.3(b), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject (a) The aggregate Purchase Price for the Shares paid by Buyer to the terms and conditions hereofSeller was $17,500,000, consisting of (i) $1,250,000 in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forthcash, and as consideration (ii) the $16,250,000 Purchase Note. Buyer and Seller hereby agree that the aggregate Purchase Price for the sale and purchase Shares is reduced by $8,800,000 to $8,700,000 consisting of (i) the $1,250,000 in cash paid by Buyer to Seller at the Closing, (ii) 7,000,000 shares of the Assets Common Stock of Buyer issued by converting $1,890,000 principal amount of the Purchase Note pursuant to Section 1.02(b) of the Stock Purchase Agreement, and (iii) the balance by an amended Purchase Note in the principal amount of $5,560,000. (b) The form of the amended Purchase Note (the "Amended Note") is attached to this Amendment as Exhibit A. Simultaneously with the execution and delivery of this Amendment, (i) $1,890,000 in principal amount of the Purchase Price")Note is being converted into 7,000,000 shares of Buyer's Common Stock, (ii) Buyer shall pay is executing and delivering the Amended Note to Sellers (or Sellers' assignee), at ClosingSeller, and subject (iii) the balance of the original Purchase Note is being cancelled. The Amended Note shall bear interest from the date hereof at the rate of 61/2 per annum. The accrued and unpaid interest on the original Purchase Note as of the date hereof in the aggregate amount of $575,000 (the "Accrued Interest") shall be paid by Buyer to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), Seller as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at $287,500 shall be payable on January 4, 1999; and (B) the option remaining Accrued Interest of either $287,500 shall be payable in equal monthly installments of $23,958.33 commencing on January 31, 1999 and on the last day of each succeeding month to and including December 31, 1999. If the Buyer or ITGshall fail to pay any installment of Accrued Interest within five business days of its due date, a number of shares of Common Stock (the "Share Consideration")Seller may, equal by written notice to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average Buyer, declare any portion of the closing prices Amended Note held by Seller to be due and payable. (c) The aggregate of a share 7,000,000 shares of the Common Stock on the NYSE for the ten (10of Buyer issued as provided in Section 2(a) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used of this Amendment constitute Payment Shares and Registration Stock for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeePurchase Agreement.

Purchase Price. Subject The aggregate amount to be paid for the Membership Interests shall be Twelve Million Dollars ($12,000,000) (the “Purchase Price”), subject to the terms and conditions hereof, adjustments set forth in reliance upon this Agreement. The Purchase Price shall be paid by the representations and warranties of Sellers and the covenants of Sellers herein set forth, and Buyer as consideration for the sale and purchase of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06follows: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), An amount equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,0002,500,000), as adjusted pursuant to Section 2.05, to be paid or distributed pursuant to the terms of the Waterfall Schedule as set forth in Schedule 2.02(a) at Closing (the “Closing Cash Purchase Price”); and (b) An amount equal to Six Million Dollars ($6,000,000) of the Purchase Price (the “Stock Consideration Purchase Price”), will be payable at Closing by the issuance to the Sellers, pursuant to their respective Allocation Percentages, in the number of shares of restricted common stock of Buyer equal to the Stock Consideration Purchase Price divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 0.15 per share for a total of forty million (the "Low Average Price"40,000,000) shares (“Q2 Stock Consideration”), and (y) if subject to the Actual Average Price is greater than $20.691 per shareEarnout set forth in Section 2.06, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price")Escrow, and any Recapitalization; and (Bc) subject An amount equal to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Three Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither 3,500,000) will be payable by Buyer nor ITG elects in secured promissory notes in the Share Consideration set forth in sub-paragraph form of one which is attached hereto as Exhibit A-1 (i)(Awith respect to Vecchio) above, the cash portion and Exhibit A-2 (with respect to Cixxxxx xnd Esxxxxxx) to be paid pursuant to this paragraph the terms of the Waterfall Schedule listed on Schedule 2.02(c) as such Waterfall Schedule is updated in connection with Closing (a)(i) shall equal One Hundred Five the “Q2 Promissory Notes”), and subject to the Escrow. The Q2 Promissory Notes will be paid at the closing of the Buyer’s next funding in a minimum aggregate amount of Fifteen Million Dollars ($105,000,00015,000,000) but no later than nine (the "Cash Consideration"); 9) months from Closing, provided $250,000 in principal and interest payments are made to Vecchio each fiscal quarter commencing on January 1, 2018 (ii) If either Buyer assuming closing on or ITG elect the Share Consideration option in paragraph (a)(i)(A) abovebefore November 15, 2017, and if Closing is after, then starting on April 1, 2018). The Q2 Promissory Notes will provide security in the Actual Average form of additional Q2 common stock plus a penalty, as set forth more fully therein. The Purchase Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to allocated among the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then Sellers as set forth on Exhibit B at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as time of the Closing Date; provided, however, that (A) in no event shall the total amount relative allocation among Sellers after satisfaction of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000amounts set forth on the Waterfall Schedule above the line labeled “Member Cash Distributions” being their respective “Allocation Percentages”), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The total purchase price for the sale and purchase of the Assets Shares is $39,800,000, subject to adjustment as provided herein (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment paid as provided in Section 2.06follows: (a) $33,850,000 (Thirty Three Million Eight Fifty Thousand Dollars) paid in cash and at Closing (the "Closing Cash Amount") to be delivered at Closing as described in Section 2.4(b); plus (b) $4,200,000 (Four Million Two Hundred Thousand Dollars) of shares of IFG Common Stock having an aggregate value of (the "IFG Purchase Shares") calculated in accordance with this Section 2.2 and to be delivered at Closing pursuant to Section 2.4(b) ; plus (c) $1,750,000 (One Million Seven Hundred Five Million Dollars Fifty Thousand Dollars) payable in cash in accordance with Section 2.6(b) ($105,000,000the "Deferred Cash Amount"); plus (d) the Adjustment Amount; plus (e) the Tax Adjustment Amount calculated in accordance with Section 2.8 hereof. Subparts (a), (b) and (c) of the Purchase Price described above collectively consist of (i) an allocation of $36,800,000 of the Purchase Price to R-ONE, (ii) an allocation of $1,750,000 of the Purchase Price to First Ohio Mortgage, (iii) an allocation of $750,000 of the Purchase Price to First Ohio Escrow, and (iv) an allocation of $500,000 of the Purchase Price to CRM. Subparts (d) and (e) of the Purchase Price described above, when finally determined, shall be allocated among the Realty One Companies pro rata based on the amounts set forth in the immediately preceding sentence. For purposes of this Agreement, the "IFG Purchase Shares" shall be a number of shares of IFG Common Stock calculated as follows: (iA) Such cash and 210,000 shares of IFG Common Stock shall consist if the Pre-Closing Date Price of a combination IFG Common Stock is equal to or greater than $20.00 per share up to but not greater than $23.00 per share; (B) if the Pre-Closing Date Price of (A) at the option of either Buyer or ITGIFG Common Stock is greater than $23.00 per share, a number of shares of IFG Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) 4,200,000 divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration");sum of: (iia) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; 20.00 plus (b) the assumption amount by Buyer which the Pre-Closing Date Price of IFG Common Stock exceeds $23.00 per share; (C) if the Assumed Liabilities; plus (c) an amount Pre-Closing Date Price of cash (the "Employee Payments") IFG Common Stock is less than $20.00 per share but not less than $17.00 per share, a number of shares of IFG Common Stock equal to $4,200,000 divided by the sum Pre-Closing Date Price of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.IFG Common Stock;

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The purchase price for the sale and purchase of the Assets Xtal shall be US$25,000,000 (twenty-five million US dollars) (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, payable as follows and subject to adjustment as provided in Section 2.06the following terms and conditions: (a) cash The Buyer shall initially acquire 90% (ninety percent) of the stock of Xtal or substantially all of the assets of Xtal and Common Stock having an aggregate value specified liabilities of One Hundred Five Million Dollars Xtal subject to Seller holding a 10% ($105,000,000)ten percent) equity interest in the purchasing entity, as followsunder the following payment conditions: (i) Such US$2,000,000 (two million US dollars) shall be paid in cash within 30 (thirty) days after the execution of this Agreement or on May 31, 2000, whichever date is later, which amount shall be held as a deposit pursuant to the terms hereof and Common Stock pursuant to an escrow agreement to be executed among Buyer, Seller and a first class bank, acceptable to FCI and Seller, The deposit plus accrued interest is to be paid to Seller or returned to Buyer as provided in Section 10 hereof; (ii) an additional US$8,000,000 (eight million US dollars) shall consist be paid in cash on the Closing Date, which is to be 60 (sixty) days from the execution of this Agreement or June 30, 2000, whichever date is later; (iii) US$10,000,000 (ten million US dollars) through a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock promissory note (the "Share ConsiderationUS$10,000,000 Promissory Note"), equal to Fifty-Two Million Five Hundred Thousand Dollars ) of an equivalent amount bearing interests at the rate of 6% ($52,500,000six percent) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding per annum calculated from the Closing Date until the date such payment is made, such promissory note to be delivered on the Closing Date; the promissory note shall be payable 180 (one hundred and eighty) days following the Closing Date or on December 31, 2000, whichever date is later (the "Actual Average Pricematurity date"); provided, however, that the principal amount of such note shall be reduced to US$7,500,000 (xseven million, five hundred thousand US dollars) if in the Actual Average Price event Seller does not deliver to Buyer on the Closing Date an executed non-cancelable 3 (three) year purchase order ("Purchase Order") at prevailing market prices covering a minimum of 50% (fifty percent) of the optical fiber requirements of Seller and/or its affiliated companies and, provided further, that the principal amount of such note shall be reduced to US$9,000,000 (nine million US dollars) (or US$6,500,000 (six million, five hundred thousand US dollars) in the event that the Purchase Order referred to above is less than $16.929 per sharenot executed by Seller) in the event that the Buyer makes all payments due thereunder on or before August 31, 2000; (iv) in the event that the Buyer does not make the payment due under the promissory note referred to in 2(a)(iii) above by its maturity date, the average price used for purposes of calculating the Share Consideration maturity date shall be $16.929 per share extended to the date which is 3 (three) months following the original maturity date or to March 31, 2001, whichever is later (the "Low Average Priceextended maturity date"), and and, in addition to the original interest rate of 6% (ysix percent) if the Actual Average Price is greater than $20.691 per shareannum, the average price used for purposes Buyer shall pay an additional interest of calculating 3% (three percent) per month, calculated from the Share Consideration date of extension until the date the promissory note is paid in full; (v) US$1,250,000 (one million, two hundred and fifty thousand US dollars) through a promissory note of an equivalent amount bearing interest at the rate of 6% (six percent) per annum, calculated from the Closing Date until the date such payment is made, such promissory note to be delivered on the Closing Date; such note shall be $20.691 payable 450 (four hundred and fifty) days following the Closing Date, provided that the principal amount and interest of such promissory note shall be proportionately reduced in the event that Gross Profit of Xtal or the purchasing entity for the year 2000 does not achieve certain levels, as defined on Annex A; and (vi) US$1,250,000 (one million, two hundred and fifty thousand US dollars) through a promissory note of an equivalent amount bearing interest at the rate of 6% (six percent) per share annum, calculated from the Closing Date until the date such payment is made, such promissory note to be delivered on the Closing Date; such note shall be payable 810 (eight hundred and ten) days following the "High Average Price"Closing Date, provided that the principal amount and interest of such promissory note shall be proportionately reduced in the event that Gross Profit of Xtal or the purchasing entity for the year 2001 does not achieve certain levels, as defined on Annex A. (b) On the date which is 1080 (one thousand and eighty) days following the Closing Date, the Buyer shall, pursuant to the Buyer's Call Option (as described below), and acquire all the remaining shares held by Seller in Xtal or in the purchasing entity upon a payment in cash of US$2,500,000 (Btwo million, five hundred thousand US dollars) subject plus interest at the rate of 6% (six percent) per annum, calculated from the Closing Date until the date such payment is made. The Buyer, notwithstanding anything contained herein to paragraphs the contrary, reserves the right to prepay this amount at any time without penalty. (iic) Notwithstanding the above, the total of the 2 (two) payments due by the Buyer as provided for in Sections 2(a)(v) and (iiivi) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) above shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in not exceed under any circumstances an amount equal to principal amount of US$ 2,500,000 (two million, five hundred thousand US dollars) as increased by accrued interests on such principal amount. Seller shall not be required to make any payments to Buyer under Sections 2(a)(v) and (vi) above in the product event that the Gross Profit of Xtal or the purchasing entity is negative for the years 2000 and 2001. (Ad) In the difference event that the Buyer fails to comply with any of its payment obligations referred to above, the Buyer shall pay to Seller a penalty of 10% of the payment due, plus legal and courts fees incurred by Algar in the process of enforcing its rights provided for in the Purchase Agreement. (e) For purposes of this Section 2 "Gross Profit" means the gross profit of Xtal for a specific year determined in accordance with the Generally Accepted Accounting Principles used in Brazil ("Brazilian GAAP") based on the conditions and assumptions contained in the projections attached hereto as Annex B. Seller shall have the right to appoint an independent accountant of its choice to verify and confirm the Gross Profit presented by Xtal. In the event that there is any discrepancy in the Gross Profit presented by Xtal and the Gross Profit determined by the independent accountant selected by Seller and that the Gross Profit in either year is lower than as projected due to actions taken by Xtal at the direction of FCI, its management and/or employees, then the parties mutually agree to jointly appoint a third party independent accountant (whose costs, fees and expenses shall be equally divided between the Actual Average Price parties) to make an independent evaluation of the Gross Profit and to evaluate the Low Average Price, multiplied effect on Gross Profit caused by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration such actions. The actual Gross Profit shall be decreased adjusted based on the evaluation performed by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided such independent accountant jointly appointed by the Actual Average Price; plus (b) parties disregarding the assumption by Buyer effects of the Assumed Liabilities; plus (c) an amount of cash such actions (the "Employee PaymentsAdjusted Gross Profit") equal and such Adjusted Gross Profit shall be used in determining the payments due pursuant to the sum of (iSection s 2(a)(v) the Payroll Payments, (ii) the Retention Plan Payments and (iiivi) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeabove.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The purchase price for the sale Assets shall be One Million, Four Hundred Eighty Thousand and purchase of the Assets 00/100 ($1,480,000) (the "Purchase Price"); based upon a closing price for Buyer's stock on November 23, Buyer shall pay to Sellers 2001 of ninety-five cents (or Sellers' assignee$0.95) payable in accordance with Paragraphs (a) and (b), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash the Buyer shall execute and Common Stock having an aggregate value deliver to Seller on the Closing Date a promissory note, in the form attached hereto as EXHIBIT A (the "Note"). The Note shall be in the principal amount of One Million One Hundred Five Million Thousand and 00/100 Dollars ($105,000,000)1,100,000) and be amortized and payable over a ten-year period at a six percent (6%) annual interest rate with payments due quarterly, as follows: the first payment beginning ninety (i90) Such cash and Common Stock days after the Closing Date. The Note shall consist be secured by a security interest in all of the Assets purchased by Buyer hereunder pursuant to the terms of a combination security agreement executed by the parties as of (A) at the option of either Buyer or ITG, a number of shares of Common Stock Closing Date in substantially the form attached hereto as EXHIBIT B (the "Share ConsiderationSecurity Agreement "), equal . The Note and the security interest granted pursuant to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided the Security Agreement shall be subordinated to the Buyer's present and future bank and other financial institution debt and other senior debt incurred or to be incurred by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration")Buyer; (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) Buyer will issue in the assumption by Buyer Seller's name, or such other name(s) the Seller may designate, Four Hundred Thousand (400,000) shares of Stratus Services Group, Inc. common stock for the remainder of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeePurchase Price.

Purchase Price. Subject to the terms and conditions hereofThe purchase price shall be $3,692,749.00, allocable as follows: Cash in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forthStores $ 10,200.00 Land $ 725,178.00 Real Property Improvements $ 725,178.00 Leases, Goodwill, Contracts $ _______.00 Stock-in-trade $ 56,658.00 Furniture, fixtures, and as consideration for equipment $ 2,175,535.00 The purchase price is payable in the sale and purchase of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06following manner: (a) cash and Common Stock having an aggregate value $400,000.00 by certified check to the order of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock Seller on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes date of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price")closing, and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased 600,000.00 by cash in an amount equal certified check to the product order of (A) the difference between the Actual Average Price and the Low Average PriceSeller on or before May 25, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above2007; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal subject however to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus adjustments provided for in Section 3. (b) $ 1,866,431.94 assignment of debt from Seller to Purchaser (debt payable to Xxxx Corp.). $ 913,377.57 – Debt Secured by N.D. Stores $ 973,054.37 – Debt Secured by Minn. Stores $1,886,431.94 – Total Seller and Purchaser anticipate that Seller will not have obtained the assumption by Buyer required consent from Xxxx Corp. to assign the above-described promissory note(s) to Purchaser at the time of closing. To accommodate this circumstance, Seller shall deliver executed general warranty deeds for each of the Assumed Liabilities; plusproperties described in Section 1(B) above to Purchaser at closing. Purchaser will not record such deeds until such time as Xxxx Corp. gives written consent of assignment of the above-described promissory note(s) to Purchaser. If such consent to assignment is not obtained within 90 days after closing, all transactions contemplated or executed under this agreement or at closing shall be terminated and all assets, funds and other consideration shall be returned by each receiving party to each originating party. (c) an amount of cash (Seller-financed promissory note executed by Purchaser for the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) remainder: 12 yrs. at 7% in the event an employee form of any Seller leaves voluntarily prior to a $806,317 secured by a contract for deed for the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeFergus Falls location.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value The purchase price (“Purchase Price”) for the Property shall be the sum of One Hundred Five Million Thirty Nine Thousand Three Hundred Eighty-Three and No/100 Dollars ($105,000,000139,383.00). The Purchase Price (plus or minus prorations and adjustments as provided herein) shall be payable by Purchaser to Seller by bank wire transfer at the closing of the transactions contemplated by this Agreement (“Closing”). (b) Seller and Purchaser acknowledge that Seller has heretofore obtained an appraisal report dated June 10, 2020 prepared by Xxxxxxx Appraisal Services, LLC with respect to the Land (and certain other adjacent property), as follows: providing that the fair market value of the Land (and such adjacent property) is $43,557.17 per acre (the “Per Acre Value”). Seller hereby represents to Purchaser that Seller paid the Per Acre Value for the Land (and the adjacent property owned by Seller) in connection with Seller’s purchase thereof in 2020. Purchaser and Seller acknowledge that the Purchase Price herein has been calculated on the basis of eighty percent (80%) of the Per Acre Value of the Net Usable Acreage of the Land. For purposes hereof, the “Net Usable Acreage” of the Land means approximately 4.0 acres, such acreage being the difference between: (i) Such cash and Common Stock shall consist 5.697 acres (such acreage being the total acreage of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"Land), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs minus (ii) and 1.697 acres (iii) below, cash in such acreage being the amount approximate acreage of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000the Seller Plat Easements encumbering the Land); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above. Accordingly, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Purchase Price of 139,383.00 is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal rounded to the product of nearest whole dollar) of: (x) $43,557.17 (the difference between the High Average Price and the Actual Average PricePer Acre Value), multiplied by (y) 4.0 (the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer Net Usable Acreage of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000Land), and multiplied by (Bz) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent 0.8 (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeeighty percent).

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The aggregate purchase price for the sale and purchase of the Assets LS Korea Shares to be paid by Buyer hereunder is Two Hundred Sixty Million U.S. dollars ($260,000,000) (the "“Purchase Price"”), Buyer . The Purchase Price shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), be paid as follows: (i) Such cash and Common Stock shall consist of a combination of One Hundred Million U.S. Dollars ($100,000,000) in cash, minus (A) at the option Escrow Amount, minus (B) the amount of either any adjustments pursuant to Section 2.2(d), plus (C) any cash Buyer or ITGelects to pay pursuant to clause (ii) below, a plus (D) any cash amounts payable in accordance with Section 4.21(a)(ii) and 4.21(a)(iii), if applicable (the “Closing Cash Payment”); (ii) that number of shares of Parent Common Stock (the "Share Consideration"), equal to Fifty-Two (A) One Hundred Sixty Million Five Hundred Thousand U.S. Dollars ($52,500,000) 160,000,000), divided by (B) the average closing price of such shares on the closing prices primary National Securities Exchange on which the shares of a share of the Parent Common Stock on the NYSE are then listed for trading during the ten (10) trading days day period ending on the trading day immediately preceding prior to the Closing Date (the "Actual Average Price"“Parent Shares”); providedprovided that Buyer may, howeverin its sole discretion, choose to pay all or any portion of such amount due under this Section 2.2(a)(ii) in cash in lieu of Parent Shares; provided further that Buyer must make such election by providing written notice to Seller (x) at least three (3) Business Days before the Closing Date 14 if the Actual Average Price is less than $16.929 per shareClosing occurs on January 2, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), 2014 and (y) as soon as practicable if the Actual Average Price is greater than $20.691 per shareClosing occurs after January 2, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above2014; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration Escrow Amount shall be decreased by an amount equal deposited in the Escrow Fund pursuant to the product terms of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeSection 7.5.

Purchase Price. Subject In exchange for Seller's sale, transfer, conveyance, assignment and delivery of the Purchased Assets, and subject to the terms and conditions hereofof this Agreement, and on the basis and in reliance upon on the representations representations, warranties, covenants and warranties of Sellers and agreements set forth in this Agreement, at the covenants of Sellers herein set forthClosing, and as consideration for the sale and purchase of the Assets Sub shall: (a) pay or cause to be paid to Seller an aggregate amount equal to $2,450,000 (the "Cash/Note Portion of the Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as followswhich: (i) Such cash an amount equal to approximately $500,000 will be paid in the form of forgiving the principal amount of the $500,000 Loan (the "$500,000 Loan"), an additional amount will be paid in the form of forgiving the principal amount drawn down as of the Closing on the $600,000 Loan (the "$600,000 Loan") (and Common Stock no deductions from the Cash/Note Portion of the Purchase Price shall consist be made to reflect a forgiveness of a combination any interest that may be due on either the $500,000 Loan, the $600,000 Loan or otherwise), as such terms are defined in that certain Promissory Note, Security Agreement and First Option to Purchase Certain Assets (the "$2,100,000 Note"), dated as of September 29, 1995, in the principal amount of $2,100,000 issued by Seller in favor of NATK, and an additional $24,500 shall be deducted therefrom to represent Seller's portion of the Audit Fees (Aas defined in Section 4.1), and (ii) the remaining balance of the Cash/Note Portion of the Purchase Price will be paid at the Closing (the "Closing Payment"), at the option of NATK, either Buyer (x) wholly in cash or ITG, (y) partially in cash and the remainder thereof by the issuance at the Closing of a number of shares of Common Stock 90-day promissory note (the "Share Consideration90 Day Note") issued jointly and severally by Sub and NATK, in the principal amount equal to the non-cash portion of the Closing Payment. Such 90 Day Note shall be in the form of EXHIBIT E, attached hereto and made a part hereof. (b) cause to be issued and delivered to Seller an aggregate of 1,666,667 shares (the "NATK Shares") of common stock, par value $.001 per share, of NATK ("NATK Common Stock"), equal which shares shall be issued in the names and denominations set out in Section 2.2(b)(ii) hereof, subject to Fifty-Two Million Five Hundred Thousand Dollars the escrow provisions set out in Escrow Agreement ($52,500,000as defined below); (c) divided by grant to those parties named therein those rights set forth in that certain Gaia/Thor Royalty Agreement, substantially in the average form of the closing prices of EXHIBIT A, attached hereto and made a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date part hereof (the "Actual Average PriceGaia/Thor Royalty Agreement"); (d) grant to those parties named therein those rights set forth in that certain Gaia-TieTek License Agreement, substantially in the form of EXHIBIT B, attached hereto and made a part hereof (the "Gaia-TieTek License Agreement"); and (e) forgive, or otherwise assume and discharge Seller (to the satisfaction of Seller) from any liability (including without limitation any liability for payments of principal or interest) under or with respect to, the $500,000 Loan, the $600,000 Loan and the $1,000,000 Loan (as defined below in the $2,100,000 Note, the "$1,000,000 Loan"), if any, such forgiveness, assumption and/or discharge to be evidenced in a writing mutually acceptable to the parties; provided, however, that (x) if any interest or other payments shall have been made with respect to any of the Actual Average Price is less than $16.929 per share500,000 Loan, the average price used for purposes of calculating $600,000 Loan or the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal 1,000,000 Loan prior to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average PriceClosing, then at the option Closing the aggregate amount of ITG either (A) the Cash Consideration such payments shall be decreased by an amount equal repaid to Seller, or otherwise accounted for in a manner mutually acceptable to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeparties.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "The Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06Price is: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars one hundred sixty four thousand six hundred eighty three dollars ($105,000,000)164,683) plus or minus, as follows:the case may be, the amount by which the Closing Date Current Assets (as defined in Section 3.22(b)) are greater or less than the Closing Date Current Liabilities (as defined in Section 3.22(b)). The $164,683 shall be payable to the Shareholders at Closing in cash by wire transfer or check payable in clearinghouse funds. Within 120 days after the Closing Date, WCI and the Shareholders' Representative shall determine the actual Closing Date Current Assets and Closing Date Current Liabilities. If the Closing Date Current Assets are greater than the Closing Date Current Liabilities, WCI shall promptly pay the difference between the two amounts to the Shareholders; if the Closing Date Current Liabilities are greater than the Closing Date Current Assets, the Shareholder shall promptly pay the difference between the two amounts to WCI; (ib) Such cash Thirteen thousand six hundred and Common Stock shall consist of a combination of thirty-six (A13,636) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share ConsiderationSHARES") of WCI's Common Stock, $0.01 par value (the "WCI STOCK"), equal which shall be delivered by WCI to Fifty-Two Million Five Hundred Thousand Dollars the Shareholders at the Closing. ($52,500,000c) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date WCI shall deliver to Timoxxx Xxxxxx x xromissory note (the "Actual Average PriceNOTE"); provided, however, that ) in the form of Exhibit 1.2 (xd) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration hereto. The Note shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to thirty thousand dollars ($30,000) to be paid in twelve (12) equal monthly installments starting on the product first day of (A) the difference between month following the Actual Average Price Closing and continuing on the Low Average Price, multiplied by (B) first day of each of the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration eleven months thereafter. The Note shall be decreased by an amount equal to the product of (x) the difference between the High Average Price non-interest bearing and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided secured by the Actual Average Price; plus (b) the assumption by Buyer a lien on all of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as assets of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeCorporation.

Purchase Price. Subject to In reliance on the terms representations, warranties, agreements and conditions hereof, in reliance upon covenants of the representations and warranties of Sellers Partners and the covenants of Sellers herein set forthSeller made herein, and as full consideration for the sale Assets to be sold, transferred, conveyed and purchase of delivered by the Assets Seller to the Purchaser pursuant to this Agreement at the Closing, AmeriPath shall deliver at the Closing, the following consideration in the aggregate (the "Purchase PricePURCHASE PRICE"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment ) as provided in Section 2.06follows: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars EIGHT MILLION THREE HUNDRED FORTY THOUSAND AND NO/100 DOLLARS ($105,000,000)8,340,000) shall be delivered to the Seller, as follows:by cashier's check or by wire transfer; (ib) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, Certificates evidencing a number of shares of Common Stock (the "Share Consideration")Stock, equal to Fifty-Two Million Five Hundred Thousand Dollars par value $.01 per share, of AmeriPath EQUAL TO TWO MILLION SEVEN HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS ($52,500,0002,780,000) divided by the "average share price," where the "average share price" is the average of the closing prices for shares of a share of the Common Stock on the NYSE AmeriPath stock traded through NASDAQ for the ten (10) trading days ending on the trading day immediately preceding the Closing Date Date, as reported in the Wall Street Journal, Eastern edition (the "Actual Average PriceAMERIPATH STOCK"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal issued to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) partners of Seller in the assumption by Buyer of the Assumed Liabilities; plusamounts and as indicated on SCHEDULE 1.5 hereof. The AmeriPath Stock will be issued at Closing but will be subject to vesting over five years, in accordance with SECTION 1.9 hereof; (c) an 7% Non-Negotiable Contingent Subordinated Promissory Notes, due on January 31, 2003, in the form attached hereto as EXHIBIT 1.8 in the maximum aggregate principal amount of cash FIVE MILLION FIVE HUNDRED SIXTY THOUSAND DOLLARS ($5,560,000.00), the "Employee Payments") equal issuance and certain terms and conditions of which contingent notes are described in SECTION 1.8 below, shall be issued to the sum partners of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) Seller in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeamounts and as indicated on SCHEDULE 1.5 hereof.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as In consideration for the sale sale, transfer and purchase assignment by the Seller of the Assets (Purchased Assets, the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: shall: (i) Such cash and Common Stock assume the Assumed Obligations; provided, however, in no event shall consist the value of a combination of (A) at the option of either Qualified Liabilities assumed by the Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million exceed Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"500,000.00); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) issue a certificate evidencing the LLC Interest to the Parent; and (iii) below, cash in issue to the amount of Fifty-LLC a performance vesting warrant to purchase up to an additional Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither 2,500,000) shares of Buyer nor ITG elects Common Stock (the Share Consideration “Warrant Shares”) upon the terms and conditions set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) form of warrant reasonably agreed by Buyer and Seller (the "Cash Consideration"“Warrant”); . The Warrant shall be exercisable for a period of five years at an exercise price of $1.00 and shall further provide that the holder may not exercise the Warrant unless and until Buyer has (i) aggregate net revenues for the preceding four quarters of at least $50.0 million and (ii) If either pre-tax net income of at least $5.0 million for the preceding four quarters. For purposes of this Agreement, the term “Purchase Price” shall mean, initially, $10,000,000, consisting of (y) the value of Assumed Obligations (provided, pursuant to the terms of this Agreement, Qualified Liabilities to be assumed by the Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) abovemay range from zero to $500,000), and (z) the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in LLC Interest (having an amount assumed value equal to the product $10,000,000, less the value of the Qualified Liabilities). At the Closing, the Buyer shall deliver to the LLC a number of shares of Buyer Common Stock equal to (i) 10,000,000, less (ii) a number of shares equal to (A) the difference between the Actual Average Price and the Low Average PriceEstimated Qualified Liabilities (as defined below) less $300,000, multiplied divided by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee1.00.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties The Purchase Price of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,0002,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash paid in the amount following manner: (i) Buyer will deliver the sum of Fifty-One Million Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects 1,200,000) to the Share Consideration set forth Shareholders in sub-paragraph the form of a cashier’s check (i)(Aor otherwise immediately available funds) above, on the cash portion pursuant to this paragraph day of closing (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"defined herein); (ii) If either Buyer or ITG elect will deliver the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product sum of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Six Hundred Thousand Dollars ($52,500,000600,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum shareholders in the form of a cashier’s check 120 days from the date of closing (i) the Payroll Payments, (ii) the Retention Plan Payments and defined herein). (iii) Buyer will deliver an amount equal to one Interest Bearing Installment Promissory Note (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A“Note”) in no event shall the total principal amount of the Employee Payments exceed Twenty-Two Million Five Seven Hundred Thousand Dollars ($22,500,000700,000), bearing an annual interest rate equal to one point over the prime rate (determined as of the end of each calendar quarter) charged from time to time by Bank of America to commercial borrowers, payable over a period of sixty (60) months, on the day of closing of the Transaction. The parties’ agree the monthly payment of principal and interest under the Note shall equal Thirteen Thousand Six Hundred Ninety Six Dollars (B$13,696.00). (iv) Buyer will issue warrants to acquire One Hundred Thousand (100,000) of Bad Toys Holdings, Inc. shares of common stock (the “Warrants”) to the Shareholders on a pro-rata basis. The exercise price for the Warrants will be $1.00 per share and the Warrants will be exercisable at any time during the five year period following the closing. The purchase price has been determined by the Buyer after its review of the financial condition of the Company as set forth in the event Company’s financial statements as of December 31, 2004 and for the one year period ending as of that date. The financial statements are attached hereto as an employee Exhibit B and are incorporated herein. The Company and the Shareholders represent that there has been no adverse change in the financial condition of the Company since December 31, 2004. If there has been a misrepresentation in the financial condition of the Company as of December 31, 2004 or the financial performance of the Company during the twelve months ending as of December 31, 2004, or if the financial condition of the Company has been affected by any Seller leaves voluntarily adverse change at any time prior to the Closing DateClosing, the Buyer shall nevertheless pay has the unconditional right to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeecancel this Letter Of Intent at any time.

Purchase Price. Subject to the terms and conditions hereof, The Purchase Price payable in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase acquisition of the Purchased Assets shall be Thirteen Million Four Hundred Thousand Dollars ($13,400,000) (the "“Purchase Price"”), Buyer . Such Purchase Price shall pay be paid by ULURU to Sellers (or Sellers' assignee), at Closing, and subject to adjustment Access as provided in Section 2.06follows: (a) cash and Common Stock having an aggregate value of One Eight Million Seven Hundred Five Million Thousand Dollars ($105,000,000)8,700,000) delivered to Access by ULURU at the Closing; provided that ULURU may deliver on behalf of Access an aggregate of up to $2,994,766.80 of such amount to Cornell Capital Partners, as followsLP and Highgate House Funds, Ltd. (plus an additional $504.96 for each day after October 11, 2005) in order to retire the Secured Debentures of Access due March 30, 2006 held by Cornell Capital Partners, LP and Highgate House Funds, Ltd.; (b) Three Million Seven Hundred Thousand Dollars ($3,700,000) delivered to Access by ULURU on the date that is twelve (12) months after the Closing Date; provided that Three Hundred Thousand Dollars ($300,000) of such amount shall be accelerated and paid earlier upon the occurrence of any of : (i) Such cash and Common Stock shall consist of a combination of (A) at Notification from the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE FDA that no PDUFA fees are payable for the ten (10) trading days Products for the fiscal year ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); providedSeptember 30, however2006, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs or (ii) ULURU entering into an agreement or understanding (oral or written) with either Takeda or Zambon Group to defer amounts due and payable by ULURU to such parties under the agreements with such parties that are Purchased Assets hereunder, or (iii) belowThe consummation by ULURU on or prior to January 30, cash 2006 of the sale by ULURU in the amount a Private Placement or PIPE offering, in one or more related transactions, of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five securities for an aggregate purchase price of at least Three Million Dollars ($105,000,0003,000,000). For purposes of clarity this excludes any proceeds related to any sale of securities under a Standby Equity Distribution Agreement with Cornell Capital or the initial financing of ULURU. (c) One Million Dollars ($1,000,000) upon the "Cash Consideration"earliest to occur of: (i) The U.S. launch of OraDisc A (or its substantial equivalent);; or (ii) If either Buyer The U.S. launch of OraDisc B (or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) aboveits substantial equivalent); andor (iii) If either Buyer or ITG elect the Share Consideration option in paragraph The two (a)(i)(A2) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer year anniversary of the Assumed Liabilities; plus (c) an amount date of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeethis Agreement.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an The aggregate value purchase price for all of One Hundred Five the Purchased Assets shall be Fourteen Million Dollars ($105,000,00014,000,000.00) (the “Purchase Price”), as follows: (i) Such cash consisting of $1.00 for the Bloomsburg Lease Agreement and Common Stock shall consist of a combination of (A) at $2,640,000.00 for the option of either Buyer or ITG, a number of shares of Common Stock (remaining assets related to the "Share Consideration"), equal Bloomsburg Cinema; $1.00 for the Camp Hill Lease Agreement and $2,979,995.00 for the remaining assets related to Fifty-Two Million the Camp Hill Cinema; $1.00 for the Reading Lease Agreement and $2,400,000.00 for the remaining assets related to the Reading Cinema; $1.00 for the Selinsgrove Lease Agreement and $2,880,000.00 for the remaining assets related to the Selinsgrove Cinema; $1.00 for the Williamsport Cinema and $1,600,000.00 for the remaining assets related to the Williamsport Cinema; and Five Hundred Thousand Dollars ($52,500,000500,000.00) divided each to be paid to Gxxx XxXxxxx, Txxxx Xxxxxxx and Vxx Xxxxxxxx as consideration for entering into the Non-Competition Agreements; provided that the Purchase Price shall be increased by the average such amount of Pxxxx Cash and value of the closing prices of a share inventory (as calculated pursuant to Paragraph 2.2 above) as is on hand at each of the Common Stock Cinemas at the close of business on the NYSE for the ten (10) trading days ending on the trading last business day immediately preceding prior to the Closing Date Date. (b) In the event the transactions contemplated herein (the "Actual Average Price"); provided“Transactions”) have not closed by June 30, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share 2011 (the "Low Average Price"“Outside Date”), and (y) if Buyer shall have the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject option to paragraphs (ii) and (iii) below, cash in the amount of Fiftydeposit One Hundred Twenty-Two Million Five Hundred Thousand Dollars ($52,500,000125,000.00) (the “Deposit”) with MxXxxx Xxxxxxx & Nxxxxx LLC or another mutually acceptable escrow agent (the “Escrow Agent”); provided, to be held in an interest-bearing escrow account until disposition in accordance with the terms hereof. The Deposit shall be administered by the Escrow Agent in accordance with this Agreement and the terms set forth on Exhibit “H” attached hereto. Upon delivery of the Deposit to the Escrow Agent, the Outside Date shall be extended to September 30, 2011 (such period between the Outside Date and September 30, 2011, the “Extended Closing Period”). During the Extended Closing Period, Buyer and Seller shall continue to use commercially reasonable efforts to consummate the Transactions. At Closing, Buyer shall notify the Escrow Agent that if neither Buyer nor ITG elects the Share Consideration Transactions are consummated and the Escrow Agent shall be authorized and instructed to deliver the Deposit, together with all interest earned thereon, to Seller, and the Deposit shall be credited against the Purchase Price. If Closing does not occur, the Deposit shall be disbursed as follows or as set forth in sub-paragraph Paragraph 2.7 below (i)(Aas applicable): (i) aboveIf this Agreement is terminated as a sole result of a breach by Seller, Buyer shall notify Seller and the Escrow Agent of such breach by Seller and, provided Seller does not object to the claim of a breach within two (2) business days after receiving such notice, the cash portion pursuant Escrow Agent shall be authorized and instructed to this paragraph return the Deposit to Buyer within five (a)(i5) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration");business days of receipt of such notification; or (ii) If either this Agreement is terminated as a result of a breach by Buyer, Seller shall notify Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than Escrow Agent of such breach by Buyer and, provided Buyer does not object to the Low Average Priceclaim of a breach within two (2) business days after receiving such notice, the Cash Consideration Escrow Agent shall be increased by cash in an amount equal authorized and instructed to deliver the product Deposit to Seller within five (5) business days of (A) receipt of such notification. This provision shall survive the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number expiration or termination of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeethis Agreement.

Purchase Price. Subject to In consideration of the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets Boellert Payment Interest, on the Closing Date, Players shall (i) pay to the Individual the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) in immediately available funds (the "Purchase PriceCash Obligation"), Buyer shall pay to Sellers and (or Sellers' assigneeii) purchase a fixed annuity contract for the benefit of the Individual (the "Annuity"), which Annuity shall provide for monthly payments in the amounts and at Closing, and subject to adjustment as the times provided in Section 2.06below: (a) cash monthly payments in the gross amount of Twenty Five Thousand and Common Stock having an aggregate value of One Hundred Five Million No/100 Dollars ($105,000,000)25,000.00) each, as follows: for a period of one hundred twenty (i120) Such cash and Common Stock shall consist of a combination of (A) at consecutive months commencing on the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average first day of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day month immediately preceding following the Closing Date (the "Actual Average PriceFirst Tier Payments"); (b) monthly payments in the gross amount of Fifteen Thousand and No/100 Dollars ($15,000.00) each, for a period of one hundred twenty (120) consecutive months commencing on the first day of the month immediately following the date of the last First Tier Payment (the "Second Tier Payments"); provided, however, that the Second Tier Payments shall be reduced in accordance with the following calculation: (x1) if For the Actual Average Price is less than $16.929 per sharepurposes of this provision, the average price used for purposes principal balance of calculating Players' obligations to the Share Consideration Individual as of the date of this Agreement shall be $16.929 per share (the "Low Average Price"), deemed to be Three Million Two Hundred Sixty Thousand and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand No/100 Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,0003,260,000.00) (the "Cash ConsiderationPrincipal Balance");. Interest shall accrue on the unpaid portion of the Principal Balance from and after the date of this Agreement at the rate of five and sixty one-hundredths percent (5.60%) per annum (the "Applicable Rate"). (ii2) If either Buyer Each Monthly Payment accrued from and after the date of this Agreement shall be applied first to pay interest accrued on the Principal Balance, and then to reduce the Principal Balance (such reduced Principal Balance referred to as the "Adjusted Principal Balance"). Provided that Closing occurs on the Closing Date, Players shall have no obligation to make any Monthly Payment or ITG elect any pro rated portion thereof to the Share Consideration option Individual for any portion of the month in paragraph which Closing occurs. (a)(i)(A3) aboveOn the Closing Date, the Adjusted Principal Balance shall be subtracted from the Principal Balance, and the Actual Average Price is less than the Low Average Price, the Cash Consideration resultant sum shall be increased by cash in an amount referred to as the "Amortized Principal". (4) The present value of the Second Tier Payments shall be determined using a discount rate equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; andApplicable Rate. (iii5) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration Second Tier Payments shall be decreased by an amount eliminated until the present value of all Second Tier Payments so eliminated is equal to the product Amortized Principal. As a condition to the Individual's obligation to sell the Boellert Payment Interest hereunder, Players must provide to the Individual the opinion of (x) a tax advisor reasonably satisfactory to the difference between Individual to the High Average Price and effect that, notwithstanding the Actual Average Pricepurchase of the Annuity, multiplied by (y) the number Individual shall not be deemed to have realized, as income, the principal amount of shares the Annuity. The terms of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) Annuity shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal acceptable to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing DateIndividual in his reasonable discretion; provided, however, that (A) there shall be no increase in no event shall the total amount cost of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee Annuity to Players as a result of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeterms.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration The aggregate purchase price for the sale and purchase Purchased Assets shall be $617,000.00 (the “Purchase Price”), which shall consist of the following: (i) $361,406.27 for the Professional Assets (the "“Purchase Price"Price – Professional Assets”), Buyer which shall pay be payable by OGPA to Sellers IGCD at the Closing (or Sellers' assignee), at Closing, and subject to adjustment as provided defined herein) in cash (the “Closing Cash”) by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 2.06: (a1.05(a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), the Disclosure Schedules or as otherwise provided below. The Closing Cash shall be paid as follows: (i) Such cash and Common Stock shall consist of a combination of (A) $50,000.00 deposit (the “Deposit”) which Sellers acknowledge has been paid to the Law Offices of Bxxxx X. Xxxx, P.A. IOTA subject to the terms of this Agreement. Upon Closing, the Deposit shall be applied to the payments, as Seller may require, set forth in subsections (B) and (C) below of this Section 1.05(a)(i). The Deposit shall be promptly refunded to Buyers, as Buyers may direct, upon the earlier of 1) disapproval by the Bankruptcy Court of the terms of this Agreement and the Closing as contemplated herein, or 2) IGCD’s inability to have a plan of reorganization confirmed by order of the Bankruptcy Court, in form and substance satifactory to the Buyers, or 3) December 31, 2013; (B) $100,000.00 to IGCD; (C) $100,000.00 to Hani “Sxx” Txxxxx, D.D.S. as consideration for Hani “Sxx” Txxxxx, D.D.S. entering into an Independent Contractor Professional Services Agreement with OGPA; (D) A promissory note payable by Buyer, in the principal sum of $100,000.00, bearing interest at the option rate of either Buyer or ITG6.25% annually, a number and payable to Hani “Sxx” Txxxxx, D.D.S payable in equal monthly installments each month for 12 months beginning one month after the Closing, substantially in the form of shares of Common Stock Exhibit A-1 to this Agreement (the "Share Consideration"“Professional Assets Promissory Note”), equal to Fifty-Two Million Five Hundred Thousand Dollars ; and (E) $52,500,000) divided 61,406.27 for the full payment and satisfaction by the average SMFL of the closing prices amounts due as of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); providedassuming all amounts due prior to Closing have been paid current by Sellers) with respect to that certain Promissory Note, howeverdated February 3, that (x) if the Actual Average Price is less than $16.929 per share2009, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price")by and between IGCD and Regions Bank, and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the original principal amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration");408,638.00. (ii) If either Buyer or ITG elect $255,593.73 for the Share Consideration option in paragraph Operating Assets (a)(i)(A) abovethe “Purchase Price – Operating Assets” and, and collectively with the Actual Average Purchase Price is less than the Low Average Price– Professional Assets, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average “Purchase Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A”) shall be equal payable by SMFL to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided IGCD at the Closing by delivery of a promissory note substantially in the Actual Average Price; plus (b) the assumption by Buyer form of the Assumed Liabilities; plus (c) an amount of cash Exhibit A-2 to this Agreement (the "Employee Payments") equal to “Operating Assets Promissory Note,” and collectively with the sum of (i) Professional Assets Promissory Note, the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000“Promissory Notes”), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration (a) The purchase price for the sale and purchase of the Acquired Assets (the "Purchase PriceTOTAL PURCHASE PRICE"), Buyer ) shall pay be equal to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as followsthe sum of: (i) Such cash and Common Stock shall consist the product of a combination of 1.55 MULTIPLIED BY the Revenue (Aas defined below) at derived from the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average operation of the closing prices of a share Business during the twelve-month period beginning January 1, 2000 and ending on December 31, 2000, including all Revenue generated from the operation of the Common Stock on the NYSE for the ten Recent Acquisitions (10as defined below) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price")through December 31, 2000; provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration");plus (ii) If either Buyer or ITG elect the Share Consideration option product of 1.50 MULTIPLIED BY the Revenue derived from the operation of the New Acquisitions through December 31, 2000 (such Revenue, collectively with the Revenue described in paragraph (a)(i)(A) aboveSECTION 1.5(A)(I), is hereinafter described as "FY2000 REVENUE", and the Actual Average Price sum of the products described in SECTION 1.5(A)(I) and this SECTION 1.5(A)(II) is less than hereinafter referred to as the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above"INITIAL GROSS PURCHASE PRICE"); andPLUS (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of 1.55 MULTIPLIED BY the Revenue derived from the operation of the Recent Acquisitions during the period beginning on January 1, 2001 and ending on the respective twelve- month anniversary dates for such Recent Acquisitions; PLUS (xiv) the difference between product of 1.50 MULTIPLIED BY the High Average Price Revenue derived from the operation of the New Acquisitions during the period beginning on January 1, 2001 and ending on the Actual Average Pricerespective twelve-month anniversary dates for such New Acquisitions (collectively with SECTION 1.5(A)(III), multiplied by the "ADDITIONAL PURCHASE PRICE"); MINUS (yv) the number of shares of Common Stock actually issued amounts representing remaining payment obligations pursuant to paragraph the Assumed Acquisition Agreements (a)(ias set forth in SCHEDULE 1.2(C)(I)) aboveand Assumed Operating Expenses (as set forth in SCHEDULE 1.2(C)(II)), whether owed to Seller, third parties or otherwise, discounted at a rate of 8.5% per annum; and PLUS OR MINUS (B) as the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; pluscase may be) (bvi) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeeAdjustments.

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and The purchase of the Assets price (the "Purchase Price")) for the Portal Assets will be determined and paid in accordance with the following, Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided but in Section 2.06: (a) cash and Common Stock having an no event will the aggregate value of Purchase Price exceed One Hundred Five Million Dollars ($105,000,000), as follows: (i) Such cash and Common Stock shall consist of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand and No/100ths Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the 1,500,000.00): a. At Closing, Buyer will pay to Seller cash in an amount equal to One Hundred Thousand and No/100ths Dollars ($100,000.00). b. Within ten (10) trading calendar days ending after the completion of each three (3) calendar month period during the twenty four (24) calendar months commencing on first day of the trading day immediately preceding first calendar month following the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average PriceTwo-Year Period"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject Buyer will pay to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by Seller cash in an amount equal to amount, if any, determined in accordance with the product of following formula: (A) the difference between aggregate amount of Cash Receipts (as defined below) which are derived from the Actual Average Price Customer Contracts and any extensions or renewals of the Low Average PriceCustomer Contracts (where "renewals" includes, multiplied by but is not limited to, any instances where a customer who was a customer of InfoImage, Inc. on July 30, 2002, extends an existing Customer Contract or signs a new contract with Buyer relating to the licensing, servicing or support of the Portal Assets); (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five minus One Hundred Thousand and No/100ths Dollars ($52,500,000100,000.00); (C) divided multiplied by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%); (D) less the aggregate amount previously paid by Buyer to Seller pursuant to this Section 7(b). For example, if the aggregate Cash Receipts derived from the Customer Contracts total $650,000 as of February 28, 2003, and Buyer made one prior payment pursuant to this Section 7(b) in the amount of $125,000, Buyer will be obligated under this Section 7(b) to pay Seller $150,000.00 ((($650,000 - $100,000) * 50%) - $125,000)) on or before March 10, 2003. c. Within ten (10) calendar days after the completion of each three (3) calendar month period during the Two-Year Period, Buyer will pay to Seller cash in an amount, if any, determined in accordance with the following formula: (A) the aggregate amount of Cash Receipts from product license fees, term license fees, lease fees, and annual support and maintenance fees which are derived from the Portal Software, but which are not derived from the Customer Contracts, any extension or renewal of the sum Customer Contracts, or any other source of income or cash not related to the Portal Software; (xB) the amount such employee would have received under the Retention Plan plus multiplied by seven percent (y) one (1) week's vacation pay for such employee7%).

Purchase Price. Subject to the terms and conditions hereof, in reliance upon the representations and warranties (a) In consideration of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase transfer of the Assets Shares, Purchaser agrees to purchase the Shares from Seller for an aggregate purchase price of Two Hundred Thirty-One Million Dollars ($231,000,000) (the "“Closing Payment”) plus, if applicable, the contingent consideration described in Section 2.2(b) (collectively, the “Purchase Price"”). (b) Purchaser further agrees that: (i) within thirty (30) days after U.S. Approval (as defined in the Supply Agreement), Buyer if it occurs, Purchaser shall pay to Sellers Seller, by wire transfer of immediately available funds, an amount equal to the difference of (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (ai) cash and Common Stock having an aggregate value of One Hundred Twenty-Five Million Dollars ($105,000,00025,000,000), as follows: minus, (iii) Such cash and Common Stock shall consist of a combination the product of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above; and (iii) If either Buyer or ITG elect full calendar quarters between the Share Consideration option in paragraph (a)(i)(A) above, Closing Date and the Actual Average Price date U.S. Approval is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Dateobtained; provided, however, that (AI) if the Closing Date or does not occur on the first day of a calendar quarter or U.S. Approval is not obtained on the last day of a calendar quarter (the period from the Closing Date to the end of such calendar quarter or from the beginning of such calendar quarter to the date U.S. Approval is obtained, as applicable, a “Stub Period”), the amount payable by Purchaser pursuant to this Section 2.2(b)(i) shall be further reduced by (x) One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars ($166,666), multiplied by, (y) the number of full calendar months in each such Stub Period, and (II) in no event shall the total amount payable by Purchaser pursuant to this Section 2.2(b)(i) upon the receipt of the Employee Payments exceed Twenty-Two U.S. Approval be less than Nineteen Million Five Hundred Thousand Dollars ($22,500,00019,000,000); and (ii) within thirty (30) days after Europe Approval (as defined in the Supply Agreement), and (B) in the event an employee of any Seller leaves voluntarily prior to the Closing Dateif it occurs, Buyer Purchaser shall nevertheless pay to ITG fifty percent Seller, by wire transfer of immediately available funds, an amount equal to Five Million Dollars (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employee$5,000,000).

Purchase Price. (a) Subject to the terms and conditions hereofSection 2.2, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as full consideration for the sale sale, assignment, transfer and purchase delivery of the Purchased Assets by Seller to Purchaser, Purchaser shall deliver to Seller at the Closing an executed Assignment and Assumption and consideration (together with any amounts payable under Section 2.2, the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided payable in Section 2.06: (a) cash and Common Stock having an aggregate value of One Hundred Five Million Dollars ($105,000,000), as followsthe following manner: (i) Such cash and Common Stock shall consist A wire transfer of a combination of (A) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the average of the closing prices of a share of the Common Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash available U.S. funds in the an aggregate amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Six Million Dollars ($105,000,0006,000,000) (the "Cash ConsiderationAmount"); (ii) If either Buyer or ITG elect A promissory note in the Share Consideration option form of Exhibit 2.1(a)(ii) (the "Note") in paragraph the amount of Two Million Dollars (a)(i)(A$2,000,000); (iii) above, and the Actual Average Price is less than the Low Average PriceA certificate for two million two hundred seventy-two thousand seven hundred twenty-seven (2,272,727) shares (collectively, the Cash Consideration "Shares") of Purchaser's common stock; and (iv) A warrant ("Warrant") to purchase one million (1,000,000) shares of Purchaser's common stock at an exercise price of $1.32 per share in the form set forth as Exhibit 2.1(a)(iv). (b) At Closing Purchaser shall be increased by cash discharge liabilities of Seller to Pencom Systems, Incorporated included in the Assumed Liabilities ("Affiliate Liabilities") in an amount equal to the product least of (Ai) amounts outstanding five (5) Business Days prior to Closing under that certain Account Purchase Agreement (the difference "Wells Fargo Agreement"), dated November 22, 2004, between the Actual Average Price Wells Fargo Xxxxxess Credit, Inc. and the Low Average PriceSeller, multiplied by (Bii) the number of shares of Common Stock actually issued pursuant to paragraph One Million Five Huxxxxx Thousand Dollars (a)(i) above; and $1,500,000), or (iii) If either Buyer or ITG elect the Share Consideration option aggregate amount outstanding under such Affiliate Liabilities less Five Hundred Thousand Dollars ($500,000). Purchaser shall discharge any remaining liabilities of Seller to Pencom Systems, Incorporated included in paragraph the Assumed Liabilities within five (a)(i)(A5) aboveBusiness Days of the Final Resolution Date, and the Actual Average Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased subject to set off by an amount equal to the product Net Asset Adjustment, if applicable under Section 2.2(d). All liabilities of (x) the difference between the High Average Price and the Actual Average PriceSeller to Pencom Systems, multiplied by (y) the number of shares of Common Stock actually issued pursuant to paragraph (a)(i) above, or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided by the Actual Average Price; plus (b) the assumption by Buyer of Incorporated included in the Assumed Liabilities; plus (c) an amount of cash (, including any amounts discharged pursuant hereto, shall be fully reflected on the "Employee Payments") equal Preliminary Closing Balance Sheet and the Audited Closing Balance Sheet, and shall be subject to and included in the Net Asset Adjustment described below. Pencom Systems, Incorporated agrees to the sum provisions of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000this Section 2.1(b), and (B) including the set off described in the event an employee of any Seller leaves voluntarily prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeepreceding sentences.

Purchase Price. Subject to At the terms and conditions hereof, in reliance upon the representations and warranties of Sellers and the covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets (the "Purchase Price"), Buyer shall pay to Sellers (or Sellers' assignee), at Closing, and subject to adjustment as provided in Section 2.06: (a) Purchaser shall deliver to the Sellers (collectively, and not individually) payment, by wire transfer to a bank account designated in writing by the Sellers in immediately available funds, a cash and Common Stock having an aggregate value payment of One Hundred Five Million Dollars three million dollars ($105,000,0003,000,000) (the “Base Purchase Price”), as follows: and (b) Purchaser shall issue to the Sellers (collectively, and not individually) such number of restricted common shares, $0.001 par value, of Purchaser (“Purchaser Stock”) equal to the quotient obtained by dividing (i) Such cash and Common Stock shall consist of a combination of five hundred thousand dollars (A$500,000) at the option of either Buyer or ITG, a number of shares of Common Stock (the "Share Consideration"), equal to Fifty-Two Million Five Hundred Thousand Dollars “Equity Purchase Price”) by ($52,500,000ii) divided by the average closing price of the closing prices of a share of the Common Purchaser Stock on the NYSE for the ten (10) trading days ending on the trading day immediately preceding the Closing Date (the "Actual Average “Closing Stock Price"); provided, however, that (x) if the Actual Average Price is less than $16.929 per share, the average price used for purposes of calculating the Share Consideration shall be $16.929 per share (the "Low Average Price"), ” and (y) if the Actual Average Price is greater than $20.691 per share, the average price used for purposes of calculating the Share Consideration shall be $20.691 per share (the "High Average Price"), and (B) subject to paragraphs (ii) and (iii) below, cash in the amount of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000); provided, that if neither Buyer nor ITG elects the Share Consideration set forth in sub-paragraph (i)(A) above, the cash portion pursuant to this paragraph (a)(i) shall equal One Hundred Five Million Dollars ($105,000,000) (the "Cash Consideration"); (ii) If either Buyer or ITG elect the Share Consideration option in paragraph (a)(i)(A) above, and the Actual Average Price is less than the Low Average Price, the Cash Consideration shall be increased by cash in an amount equal to the product of (A) the difference between the Actual Average Price and the Low Average Price, multiplied by (B) the such resulting number of shares of Common Purchaser Stock, the “Purchaser Stock actually issued pursuant Consideration”). In addition, following the Closing, Purchaser shall make additional payments (the “Deferred Consideration”) to paragraph the Sellers (a)(icollectively, and not individually) above; and as follows: fifty-three thousand, one hundred twenty-five dollars (iii$53,125) If either Buyer or ITG elect at the Share end of each of the twelve (12) full calendar quarters following the Closing (i.e., March 31, June 30, September 30 and December 31). The Deferred Consideration option in paragraph shall not bear interest. Each of the last six (a)(i)(A6) abovepayments of the Deferred Consideration shall be convertible, at the Sellers’ option, into restricted common stock of Purchaser Stock at the Closing Stock Price. The Base Purchase Price, the Equity Purchase Price, and the Actual Average Deferred Consideration are collectively referred to herein as the “Purchase Price.” The Purchase Price is higher than the High Average Price, then at the option of ITG either (A) the Cash Consideration shall be decreased by an amount equal subject to the product of (x) the difference between the High Average Price and the Actual Average Price, multiplied by (y) the number of shares of Common Stock actually issued adjustment pursuant to paragraph Section 1.5. At the Closing, by reason of its acquisition of the Company, Purchaser shall assume responsibility for payment of only the current accounts payable (a)(ithe “Payables”) above, of the Company as set forth in the Estimated Closing Statement (as defined below). The Sellers may transfer any excess cash of the Company held or (B) the number of shares issued pursuant to paragraph (i)(A) shall be equal to Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) divided received by the Actual Average Price; plus (b) the assumption by Buyer of the Assumed Liabilities; plus (c) an amount of cash (the "Employee Payments") equal to the sum of (i) the Payroll Payments, (ii) the Retention Plan Payments and (iii) an amount equal to one (1) week's vacation pay for all of Sellers' employees as of the Closing Date; provided, however, that (A) in no event shall the total amount of the Employee Payments exceed Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), and (B) in the event an employee of any Seller leaves voluntarily Company prior to the Closing Date, Buyer shall nevertheless pay to ITG fifty percent (50%) of the sum of (x) Sellers subject to the amount such employee would have received under the Retention Plan plus (y) one (1) week's vacation pay for such employeepurchase price adjustment set forth in Section 1.5 below.