AGREEMENT AND PLAN OF MERGER BY AND AMONG ON ASSIGNMENT, INC., ON ASSIGNMENT 2007 ACQUISITION CORP., AND OXFORD GLOBAL RESOURCES, INC. AND THOMAS F. RYAN, AS INDEMNIFICATION REPRESENTATIVE JANUARY 3, 2007

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

ON ASSIGNMENT, INC.,

ON ASSIGNMENT 2007 ACQUISITION CORP.,

AND

OXFORD GLOBAL RESOURCES, INC.

AND

THOMAS F. RYAN, AS
INDEMNIFICATION REPRESENTATIVE

JANUARY 3, 2007

TABLE OF CONTENTS

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AGREEMENT AND PLAN OF MERGER

Agreement entered into as of January 3, 2007 by and among On Assignment, Inc., a Delaware corporation (the "Buyer"), On Assignment 2007 Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Buyer (the "Transitory Subsidiary"), Oxford Global Resources, Inc., a Delaware corporation (the "Company") and Thomas F. Ryan, as Indemnification Representative.

This Agreement contemplates a merger of the Transitory Subsidiary into the Company.  In such merger, the stockholders of the Company (each, a "Company Stockholder") will receive cash and stock in exchange for their capital stock of the Company.

In consideration of the representations, warranties and covenants herein contained, the Parties agree as follows.

ARTICLE I
THE MERGER

1.1            The Merger .  Upon and subject to the terms and conditions of this Agreement, the Transitory Subsidiary shall merge with and into the Company at the Effective Time (the "Merger").  From and after the Effective Time, the separate corporate existence of the Transitory Subsidiary shall cease, and the Company shall continue as the Surviving Corporation.  The Merger shall have the effects set forth in Section 259 of the Delaware General Corporation Law.

1.2            The Closing .  The Closing shall take place at the offices of Wilmer Cutler Pickering Hale and Dorr LLP in Waltham, Massachusetts, commencing at 9:00 a.m. local time on the Closing Date.

1.3            Actions at the Closing .  At the Closing:

(a)            the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.2;

(b)            the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3;

(c)            the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger;

(d)            each Company Stockholder shall deliver to the Buyer for cancellation the certificate(s) representing his/her shares of Common Stock, $.01 par value per share, of the Company (the "Company Shares");

(e)            the Buyer shall pay to each Company Stockholder the Per Share Cash Consideration and the Per Share Stock Consideration into which his or her Company Shares are converted pursuant to Section 1.5 by delivery of a promissory note in the form attached hereto as Exhibit A , which note shall be backed by a standby letter of credit issued by a bank mutually

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acceptable to the Buyer and the Company, the costs of which shall be paid at Closing by the Company Stockholders, and which may be repaid by delivery to each Company Stockholder of the Per Share Cash Consideration and the Per Share Stock Consideration into which his or her Company Shares are converted pursuant to Section 1.5;

(f)             the Buyer shall deliver the aggregate Per Share Option Consideration to the Company, which shall pay by check or by wire transfer to each Optionholder the Per Share Option Consideration into which his or her Options are converted pursuant to Section 1.5; and

(g)            the Buyer, the Indemnification Representative and the Escrow Agent shall execute and deliver the Escrow Agreement, and the Buyer or the Transitory Subsidiary shall deposit an amount in cash equal to $20,000,000 (the "Escrow Cash") with the Escrow Agent in accordance with Section 1.9.

1.4            Additional Action .  The Surviving Corporation may, at any time after the Effective Time, take any action, including executing and delivering any document, in the name and on behalf of either the Company or the Transitory Subsidiary, in order to consummate the transactions contemplated by this Agreement.

1.5            Conversion of Shares .  At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

(a)            Capital Stock of Transitory Subsidiary .  Each share of common stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock, $.01 par value per share, of the Surviving Corporation.

(b)            Treasury Stock .  Each Company Share held in the Company’s treasury immediately prior to the Effective Time and each Company Share owned beneficially by the Buyer or the Transitory Subsidiary immediately prior to the Effective Time shall be cancelled and retired without payment of any consideration therefor.

(c)            Merger Consideration; Conversion of Equity .  The aggregate merger consideration to be paid by the Buyer at the Closing in respect of all of the outstanding shares of capital stock of the Company and all of the outstanding Company Vested Stock Options shall be (i) One Hundred Ninety Million Dollars ($190,000,000) (the "Cash Consideration") and (ii) a number of shares of Buyer Common Stock with a value of $10,000,000, based on the Buyer Common Stock Price (the "Stock Consideration") (the amount of the Cash Consideration and the Stock Consideration collectively, the "Purchase Price"), subject to adjustment pursuant to Section 1.6 hereof.  The Stock Consideration may be paid in any combination of cash and/or Buyer Common Stock at the sole option of Buyer; provided that if Buyer chooses to pay all or a portion of the Stock Consideration in cash, the amount shall equal the greater of (i) the value of the shares of Buyer Common Stock not delivered based on the Buyer Common Stock Price and (ii) the value of the shares of Buyer Common Stock not delivered based on the closing price of the Buyer Common Stock on the trading day prior to the Closing Date.  At the Closing:

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(i)             each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Company Shares held in the Company’s treasury) shall be converted into and represent the right to receive, (A) the Per Share Cash Consideration, (B) the Per Share Stock Consideration, (C) the Per Share 2007 Stockholder Earnout Amount and (D) the Per Share 2008 Earnout Amount, without any interest thereon;

(ii)            each Company Vested Stock Option issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive, in cash, (A) the excess of (1) the Per Share Option Consideration less (2) the exercise price per share of the Company Shares subject to such Company Vested Stock Option, (B) the Per Share 2007 Optionholder Earnout Amount and (C) the Per Share 2008 Earnout Amount, without any interest thereon; and

(iii)           each Company Unvested Stock Option shall be cancelled without payment of consideration therefor.

1.6            Adjustments to Purchase Price .

(a)            Closing Date Purchase Price Adjustment .

(i)             Not later than three Business Days prior to the Closing Date, the Company shall provide the Buyer with an estimated balance sheet of the Company as of the close of business on the Closing Date (the "Estimated Closing Balance Sheet") and a statement of the estimated Closing Working Capital derived from the Estimated Closing Balance Sheet ("Estimated Closing Working Capital").  The Estimated Closing Balance Sheet shall be prepared by the Company in accordance with GAAP and the Estimated Closing Working Capital shall be prepared by the Company in accordance with Schedule 1.6(a) attached hereto.

(ii)            If Estimated Closing Working Capital is less than Target Working Capital, then the Cash Consideration payable at Closing will be decreased by the positive difference between Estimated Closing Working Capital and Target Working Capital (the "Estimated Closing Working Capital Shortfall").  If Estimated Closing Working Capital is greater than Target Working Capital, then the Cash Consideration payable at Closing will be increased by the positive difference between Estimated Closing Working Capital and Target Working Capital (the "Estimated Closing Working Capital Excess").  "Target Working Capital" shall be $13,198,055.

(b)            Post-Closing Date Purchase Price Adjustment .

(i)             Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between Closing Working Capital and Estimated Closing Working Capital.

(ii)            Within 60 days following the Closing Date, the Buyer shall deliver to the Indemnification Representative a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Balance Sheet"), reviewed by the Company’s independent

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accountants, and a statement of Closing Working Capital derived from the Closing Balance Sheet (the "Closing Working Capital Statement").  The Closing Balance Sheet shall be prepared in accordance with GAAP and the Closing Working Capital Statement shall be prepared in accordance with Schedule 1.6(a) attached hereto.  The Surviving Corporation shall cooperate with the Buyer in connection with the preparation of the Closing Balance Sheet and Closing Working Capital Statement.  The Surviving Corporation shall assist the Indemnification Representative with his review of the Closing Balance Sheet and the Closing Working Capital Statement and all financial statements and work papers related thereto.  The Indemnification Representative shall have reasonable access to the books and records (including financial statements and work papers) of the Surviving Corporation during regular business hours for the purpose of verifying the Closing Balance Sheet and the Closing Working Capital Statement.

(iii)           The Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered to the Indemnification Representative by the Buyer shall be conclusive and binding upon the parties unless the Indemnification Representative, within 30 days after delivery to the Indemnification Representative of the Closing Balance Sheet and the Closing Working Capital Statement, notifies the Buyer in writing that the Indemnification Representative disputes any of the amounts set forth therein, specifying in detail the nature of the dispute and the basis therefor.  The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties.  If the parties do not reach agreement in resolving the dispute within 30 days after notice is given by the Indemnification Representative to the Buyer pursuant to the second preceding sentence, the parties shall submit the dispute to a nationally recognized independent accounting firm which is mutually agreeable to the parties (the "Arbiter") for resolution.  If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such firm, and such appointment shall be conclusive and binding on the parties.  Promptly, but no later than 20 days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by the Buyer and the Indemnification Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital which shall be conclusive and binding on the parties.  All proceedings conducted by the Arbiter shall take place in Boston, Massachusetts.  In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 1.6 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party.  The fees, costs and expenses of the Arbiter shall be equally allocated to and borne by the Buyer and the Company Stockholders.

(iv)           Upon final determination of Closing Working Capital as provided in Section 1.6(b)(iii) above, (A) if Closing Working Capital is greater than Estimated Closing Working Capital, the Cash Consideration shall be increased by the excess of Closing Working Capital over Estimated Closing Working Capital (the "Working Capital Excess"), and the Buyer

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shall promptly, but no later than five business days after such final determination, pay the Additional Cash Per Share to the Company Stockholders and Optionholders (by check or by wire transfer of immediately available funds to accounts previously designated by each Company Stockholder and each Optionholder), and (B) if Closing Working Capital is less than Estimated Closing Working Capital, the Cash Consideration shall be decreased by the excess of Estimated Closing Working Capital over Closing Working Capital, and the Company Stockholders shall pay to the Buyer the amount of such difference, (the "Working Capital Shortfall").

(v)            If an amount is payable to the Buyer pursuant to Section 1.6(b)(iv), such amount shall be paid to the Buyer within five business days after a final determination by the Company Stockholders, jointly and severally, in cash, by cashier’s or certified check or by wire transfer of immediately available funds to an account designated by the Buyer within such period.  If the amount is not paid by the Company Stockholders within such period, (i) such amount shall be paid by the Escrow Agent from the Escrow Cash and any earnout payment due pursuant to Section 1.8 shall be paid to the Escrow Agent as Escrow Cash to the extent of such payment (less amounts paid by the Company Stockholders to the Escrow Agent as Escrow Cash) and (ii) such amount shall remain due and payable by the Company Stockholders to the Escrow Agent as Escrow Cash.

1.7            Dissenting Shares .

(a)            Dissenting Shares shall not be converted into or represent the right to receive the Merger Consideration unless the Company Stockholder holding such Dissenting Shares shall have forfeited his, her or its right to appraisal under the Delaware General Corporation Law or properly withdrawn his, her or its demand for appraisal.  If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then, (i) as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration payable in respect of such Company Shares pursuant to Section 1.5, and (ii) promptly following the occurrence of such event, the Buyer or the Surviving Corporation shall deliver to such Company Stockholder a payment representing the portion of the Merger Consideration to which such holder is entitled pursuant to Section 1.5.

(b)            The Company shall give the Buyer (i) prompt notice of any written demands for appraisal of any Company Shares, withdrawals of such demands, and any other instruments that relate to such demands received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the Delaware General Corporation Law.  The Company shall not, except with the prior written consent of the Buyer, make any payment with respect to any demands for appraisal of Company Shares or offer to settle or settle any such demands.

1.8            Earnout .

(a)            Earnout Payment .  In addition to the consideration payable and/or issuable to the Company Stockholders and Optionholders pursuant to Sections 1.5 and 1.6 hereof, the Company Stockholders shall be entitled to

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receive the Per Share 2007 Stockholder Earnout Amount and the Per Share 2008 Earnout Amount and the Optionholders shall be entitled to receive the Per Share 2007 Optionholder Earnout Amount and the Per Share 2008 Earnout Amount multiplied by the number of shares held by each Company Stockholder and underlying the Company Vested Stock Options held by each Optionholder as applicable.

(b)            Time for Determination .

(i)             Within 10 days following the completion of the audited financial statements of Buyer for each of the Earnout Periods, Buyer shall determine the Earnout EBITDA for such Earnout Period (the "Applicable Earnout EBITDA") and deliver to the Indemnification Representative a copy of such computation.  Upon the request of the Indemnification Representative, the Buyer shall prepare and deliver to the Indemnification Representative income statement and expense detail supporting the calculation of the Applicable Earnout EBITDA for such Earnout Period.  Such computation delivered to the Indemnification Representative by the Buyer shall be conclusive and binding upon the parties, unless the Indemnification Representative, within 30 days after delivery to the Indemnification Representative of such computation, notifies the Buyer in writing that the Indemnification Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor.  Immediately following delivery of the computation of the Applicable Earnout EBITDA, the Indemnification Representative shall have reasonable access to the books and records (including financial statements) of the Surviving Corporation during regular business hours for the purpose of verifying Buyer’s computation of the Applicable Earnout EBITDA and the Applicable Earnout Amount for such Earnout Period.  Solely for the purpose of clarification, the 2007 Earnout Amount and the 2008 Earnout Amount A will be computed after the completion of the audited financial statements of Buyer for its fiscal year ending December 31, 2007 and the 2008 Earnout Amount B shall be computed after the completion of the audited financial statements of Buyer for its fiscal year ending December 31, 2008.

(ii)            The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the computation of the Applicable Earnout EBITDA, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties.  If the parties do not reach agreement in resolving the dispute within 30 days after notice is given by the Indemnification Representative to the Buyer pursuant to Section 1.8(b)(i) above, the parties shall submit the dispute to a nationally recognized independent accounting firm which is mutually agreeable to the parties (the "Earnout Arbiter") for resolution.  If the parties cannot agree on the selection of an independent accounting firm to act as the Earnout Arbiter, the parties shall request the American Arbitration Association to appoint such firm, and such appointment shall be conclusive and binding on the parties.  Promptly, but no later than 20 days after acceptance of his or her appointment as Earnout Arbiter, the Earnout Arbiter shall determine (it being understood that in making such determination, the Earnout Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by the Buyer and the Indemnification Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Applicable Earnout Amount, which shall be conclusive and binding on the parties.  All proceedings conducted by the Earnout Arbiter shall take place in Boston, Massachusetts.  In resolving any disputed item, the Earnout Arbiter (x) shall be bound by the provisions of this Section 1.8(b)(ii) and (y) may not assign a value to

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the Applicable Earnout Amount greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party.  The fees, costs and expenses of the Earnout Arbiter shall be equally allocated to and borne by the Buyer and the Company Stockholders.

(iii)           The Applicable Earnout Amount shall be paid to the Company Stockholders and the Optionholders as follows: (A) as to any amounts that are not subject to dispute as set forth in a notice of the Indemnification Representative pursuant to Section 1.8(b)(ii) above, within a reasonable time after the expiration of the time during which the Indemnification Representative may object to the Buyer’s calculation of the Applicable Earnout Amount; and (B) as to any amounts that are subject to dispute as set forth in a notice of the Indemnification Representative pursuant to Section 1.8(b)(ii) above, within five (5) business days following the date that the determination of the disputed portion of the Applicable Earnout Amount shall become binding and conclusive in accordance with Sections 1.8(b)(i) or 1.8(b)(ii) above, as the case may be.

(c)            Operation of Surviving Corporation .  During the Earnout Period, the Surviving Corporation shall be operated (i) in a commercially reasonable manner that balances the short-term earnings and long-term growth of the Company; (ii) in a manner reasonably similar to its operations in 2006 and (iii) consistent with the assumptions underlying the projections prepared by the Company for the Earnout Period.  In particular:

(i)             The Surviving Corporation shall be maintained and accounted for as a free-standing subsidiary of the Buyer and not combined with any other current or future business operations of Buyer or its other subsidiaries.

(ii)            The business and affairs of the Surviving Corporation shall be managed by or under the direction of Michael McGowan (or, if Michael McGowan ceases to be employed by the Surviving Corporation during 2007, such other person appointed by Buyer following good faith consultation with the Indemnification Representative), who shall (i) report directly to the Chief Executive Officer of the Buyer and (ii) have authority and discretion to run and operate the business of the Surviving Corporation in a manner consistent with the operation of the business of the Company during the 12-month period prior to the Closing, including making strategic and operating decisions affecting the business and affairs of the Surviving Corporation.

(iii)           The Buyer shall not take any action that will materially increase the SG&A expenses of the Surviving Corporation in the aggregate without the prior written consent of the President of the Surviving Corporation, which consent shall not be unreasonably withheld.  Notwithstanding the previous sentence, no consent will be required if an appropriate adjustment is made to negate the impact of such expense on the Applicable Earnout EBITDA.  For purposes of this Section 1.8, "material" shall mean any amount in excess of $250,000.

(iv)           To the extent that the Buyer requires the Surviving Corporation to incur additional SG&A expenses that in the aggregate are material and it would not otherwise incur, an increase shall be made to the Applicable Earnout EBITDA equal to the amount of such amount in excess of $250,000.  To the extent that the Buyer requires the Surviving Corporation

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to incur additional SG&A expenses unrelated to the Company’s business, an increase shall be made to the Applicable Earnout EBITDA.  For purposes of clarification only, it would be unrelated to the Company’s business if, at the request of the Buyer, the Surviving Corporation adds to its staff accountants or implements information technology systems to assist other subsidiaries of the Buyer.

(d)            Accounting .  In calculating the EBITDA of the Surviving Corporation for purposes of this Agreement, the operations of the Surviving Corporation shall be accounted for in accordance with GAAP as in effect on the Closing Date, applied consistently with the Company’s existing (as of the Closing Date) accounting practices and procedures, except to the extent that any of such accounting practices and procedures are not in compliance with GAAP as in effect on the Closing Date.  Any subsequent changes in GAAP that would materially affect EBITDA shall not be taken into account for purposes of calculating EBITDA for purposes of this Agreement (regardless of how accounted for other purposes such as the Buyer’s SEC reporting or internal accounting).

(e)            Acceleration .  Notwithstanding any other provision of this Agreement, in the event that at any point prior to the end of the Earnout Period the Buyer or any Affiliate or successor entity of the Buyer ceases to be (either directly, or indirectly through one or more wholly owned subsidiaries) the owner of all of the outstanding capital stock of or other equity interests in the Surviving Corporation, then immediately upon the occurrence of any such event, the Buyer shall irrevocably become liable to pay, to the extent then unpaid, to the Company Stockholders and the Optionholders the maximum 2007 Earnout Amount, 2008 Earnout Amount A and 2008 Earnout Amount B (if such event occurs in 2007) and the applicable 2007 Earnout Amount and the maximum 2008 Earnout Amount (if such event occurs in 2008).  Such 2007 Earnout Amount and the 2008 Earnout Amount shall be delivered by the Buyer by check or wire transfer of immediately available funds to the accounts previously designated by the Company Stockholders and the Optionholders.

(f)             Acknowledgement.   The Buyer and the Company acknowledge: (i) the payment of the Applicable Earnout Amount hereunder is an integral part of the consideration to be received by the Company Stockholders and Optionholders pursuant to this Agreement and the transactions contemplated hereby; (ii) the Applicable Earnout Amount is not dependent upon the operating results of Buyer or any subsidiary or affiliate of Buyer; (iii) the right of the Company Stockholders and Optionholders to a portion of the Applicable Earnout Amount is not transferable other than by operation of law or as otherwise provided herein; (iv) the right of the Company Stockholders and Optionholders to a portion of the Applicable Earnout Amount shall not be represented by a certificate or other instrument, shall not represent an ownership interest in Buyer and shall not entitle any Company Stockholders or Optionholders to any rights common to any holder of Buyer Common Stock; and (v) the right of the Company Stockholders and Optionholders to payment of the Applicable Earnout Amount shall not bear any interest except to the extent the payment thereof by the Buyer is delayed in violation of this Agreement.

1.9            Escrow .

(a)            On the Closing Date, the Buyer or the Transitory Subsidiary shall deposit the Escrow Cash with the Escrow Agent for the purpose of securing the indemnification

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obligations of the Company Stockholders set forth in this Agreement.  The Escrow Cash shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof until the date that is 18 months following the Closing Date (the "Escrow Termination Date").  The Escrow Cash shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement.

(b)            The adoption of this Agreement and the approval of the Merger by the Company Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Cash in escrow.

1.10          Indemnification Representative .

(a)            The Company Stockholders by the approval and adoption of this Agreement appoint, authorize and empower Thomas F. Ryan (the "Indemnification Representative") to act on behalf of each Company Stockholder in connection with, and to facilitate the consummation of the transactions under, this Agreement, which shall include the power and authority (i) to make all decisions relating to the determination of any adjustments to the Cash Consideration and the determination of the Applicable Earnout EBITDA, (ii) to take all action necessary in connection with the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer pursuant to Article VI hereof, (iii) to give and receive all notices required to be given under the Agreement, (iv) to execute and deliver the Escrow Agreement, (v) to execute and deliver such amendments to this Agreement as the Indemnification Representative, in his reasonable discretion, may deem necessary or desirable to give effect to the intentions of this Agreement, and (vi) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Stockholders by the terms of this Agreement.

(b)            In the event of the death or permanent disability of the Indemnification Representative, Adam Ryan shall serve as Indemnification Representative.  In the event of the death or permanent disability of Adam Ryan, a successor Indemnification Representative shall be elected by a majority vote of the Company Stockholders, with each such Company Stockholder (or his, her or its successors or assigns) to be given a vote equal to the number of votes represented by the shares of stock of the Company held by such Company Stockholder immediately prior to the effective time of the Merger.  Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement and the Escrow Agreement upon the original Indemnification Representatives.

(c)            All decisions and actions by the Indemnification Representative, including, without limitation, any agreement between the Indemnification Representative and the Buyer relating to the determination of any adjustments to the Cash Consideration and the determination of the Applicable Earnout EBITDA, the defense or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer pursuant to Article VI hereof or the amendment of this Agreement shall be binding upon all of the Company Stockholders, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same.

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(d)            By their adoption and approval of this Agreement, the Company Stockholders agree that:

(i)             the Buyer shall be able to rely conclusively on the instructions and decisions of the Indemnification Representative as to the determination of any adjustments to the Cash Consideration and the determination of the Applicable Earnout EBITDA, the settlement of any claims for indemnification by the Buyer pursuant to Article VI hereof, the amendment of this Agreement or any other actions required to be taken by the Indemnification Representative hereunder, and no Party hereunder shall have any cause of action against the Buyer or the Indemnification Representative for any action taken by the Buyer in reliance upon the instructions or decisions of the Indemnification Representative;

(ii)            all actions, decisions and instructions of the Indemnification Representative shall be conclusive and binding upon all of the Company Stockholders, and no Company Stockholder shall have any cause of action against the Indemnification Representative for any action taken, decision made or instruction given by the Indemnification Representative under this Agreement, except for fraud or willful breach of this Agreement by the Indemnification Representative;

(iii)           the provisions of this Section 1.10 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Stockholder may have in connection with the transactions contemplated by this Agreement;

(iv)           remedies available at law for any breach of the provisions of this Section 1.10 are inadequate; therefore, the Buyer, the Indemnification Representative and the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if any such Party brings an action to enforce the provisions of this Section 1.10; and

(v)            the provisions of this Section 1.10 shall be binding upon the executors, heirs, legal representatives and successors of each Company Stockholder, and any references in this Agreement to a Company Stockholder or the Company Stockholders shall mean and include the successors to the Company Stockholders’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

(e)            All fees and expenses incurred by the Indemnification Representative shall be paid by the Company Stockholders in proportion to their ownership of Company Shares.

1.11          Currency .  All references herein to "Dollars" and amounts preceded by a "$" shall be construed as references to United States dollars.

1.12          Certificate of Incorporation and By-laws .

(a)            The Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time shall be amended and restated in its entirety so that such Certificate of Incorporation is identical to the Certificate of Incorporation of the Transitory Subsidiary

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immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.

(b)            The By-laws of the Surviving Corporation immediately following the Effective Time shall be the same as the By-laws of the Transitory Subsidiary immediately prior to the Effective Time, except that the name of the corporation set forth therein shall be changed to the name of the Company.

1.13          No Further Rights .  From and after the Effective Time, no Company Shares shall be deemed to be outstanding, and holders of certificates formerly representing Company Shares shall cease to have any rights with respect thereto except as provided herein or by law.

1.14          Closing of Transfer Books .  At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made.  If, after the Effective Time, certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration in accordance with Section 1.5, subject to applicable law in the case of Dissenting Shares.

1.15          Withholding .  The Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Company Stockholder and any Optionholder such amounts as the Buyer is required to deduct and withhold under the Code, or any Tax provision, with respect to the making of such payment.  To the extent that amounts are so withheld by the Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholders or Optionholders, as applicable, in respect of whom such deduction and withholding was made by the Buyer.

1.16          Fractional Shares .  No certificate or scrip representing fractional shares of Buyer Common Stock shall be issued upon the surrender for exchange of the Company Shares, and such fractional share interests will not entitle the owner thereof to vote or to any rights as a stockholder of the Buyer. Notwithstanding any other provision of this Agreement, each holder of Company Shares as of the Closing Date who would otherwise have been entitled to receive a fraction of a share of Buyer Common Stock shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by the Buyer Common Stock Price.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Buyer that, except as set forth in the Disclosure Schedule, the statements contained in this Article II are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).  The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article II.

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The disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Article II to the extent it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.  For purposes of this Article II, the phrase "to the knowledge of the Company" or "of which the Company is aware" or any variation of any of the foregoing or phrase of similar import shall be deemed to refer to the actual knowledge of Thomas F. Ryan, Michael McGowan, Edward Kelly and Robert Indresano.

2.1            Organization, Qualification and Corporate Power .  The Company is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware.  The Company is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction listed in Section 2.1 of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of the Company’s business or the ownership or leasing of its real properties requires such qualification.  The Company has all requisite corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it.  The Company has furnished to the Buyer complete and accurate copies of its certificate of incorporation and by-laws.  The Company is not in default under or in violation of any provision of its certificate of incorporation or by-laws.

2.2            Capitalization .

(a)            The authorized capital stock of the Company consists of 20,000,000 Company Shares, of which 13,150,000 shares are issued and outstanding.

(b)            Section 2.2 of the Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of the holders of capital stock of the Company, showing the number of shares of such capital stock held by each Stockholder.  Section 2.2 of the Disclosure Schedule also indicates any outstanding Company Shares that constitute restricted stock or that are otherwise subject to a repurchase or redemption right, indicating the name of the applicable Stockholder, the vesting schedule (including any acceleration provisions with respect thereto), and the repurchase price payable by the Company.  All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable.  All of the issued and outstanding shares of capital stock of the Company have been offered, issued and sold by the Company in compliance with all applicable federal and state securities laws.

(c)            Section 2.2(c) of the Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement of: (i) all Company Stock Plans, indicating for each Company Stock Plan the number of Company Shares issued to date under such Plan, the number of Company Shares subject to outstanding Options under such Plan and the number of Company Shares reserved for future issuance under such Plan; and (ii) all holders of outstanding Options, indicating with respect to each Option the Company Stock Plan under which it was granted, the number of Company Shares subject to such Option, the exercise price, the date of grant, and the vesting schedule (including any acceleration provisions with respect thereto).  The Company has provided to the Buyer complete and accurate copies of all Company Stock Plans and forms of all stock option agreements evidencing Options.  All Options have been granted in compliance in all

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material respects with applicable law and the terms of the applicable Company Stock Plans and, to the knowledge of the Company, have (or with respect to such Options which have been exercised as of the date of this Agreement, had) a per share exercise price that is (or with respect to such Options which have been exercised as of the date of this Agreement, was) at least equal to the fair market value of a share of the underlying stock as of the date the Option was granted (determined in accordance with applicable law, including, to the extent applicable, Code Section 409A).  The Company has (i) 1,374,900 shares available for issuance under the Company’s Amended and Restated 2001 Share Incentive Plan, and (ii) 27,700 shares available for issuance under the Company’s Amended and Restated 2004 California Share Incentive Plan, which available shares, in each case, exclude all shares subject to any Options (together, the " Available Shares ").

(d)            Except as set forth in this Section 2.2 or in Section 2.2 of the Disclosure Schedule, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding, (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or to make any other distribution in respect thereof, and (iv) there are no outstanding or authorized stock appreciation, phantom stock, restricted stock, profit participation or other rights based on or measured by the value of any equity security of, or interest in, the Company.

(e)            There is no agreement, written or oral, between the Company and any holder of its securities, or, to the Company’s knowledge, among any holders of its securities, relating to the sale or transfer (including agreements relating to rights of first refusal, co-sale rights or "drag-along" rights), registration under the Securities Act, or voting, of the capital stock of the Company.

2.3            Authorization of Transaction .  The Company has all requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which it is a party and to perform its obligations hereunder and thereunder.  The execution and delivery by the Company of this Agreement and all other agreements contemplated hereby to which it is a party, and, subject to obtaining the Requisite Stockholder Approval, which is the only approval required from the Company Stockholders, the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company.  Without limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law, and (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger.  This Agreement and all other agreements contemplated hereby to which it is a party have been duly and validly executed and delivered by

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the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

2.4            Noncontravention .  Subject to compliance with the applicable requirements of the Hart-Scott-Rodino Act and the filing of the Certificate of Merger as required by the Delaware General Corporation Law, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company, (b) require on the part of the Company any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations or additional payments under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Company is a party (other than contracts or instruments (i) that are terminable at will by the other party for any reason or (ii) under which the other party thereto can terminate the use of the Company’s services for any reason upon notice) or by which the Company is bound or to which its assets are subject, (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any constitution, judgment, ruling, order, writ, injunction, decree, statute, rule or regulation, or other restriction of any government, governmental agency or court applicable to the Company or any of its properties or assets.

2.5            Subsidiaries .  The Company does not have any Subsidiaries.  The Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association or entity, except as set forth on Section 2.5 of the Disclosure Schedule.  The Company does not have any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interest in, any Person.

2.6            Financial Statements .  The Company has provided to the Buyer the Financial Statements.  The Financial Statements (i) comply as to form in all material respects with applicable accounting requirements, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes to such financial statements) and (iii) fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods indicated, consistent with the books and records of the Company, except that the unaudited interim financial statements are subject to normal and recurring year-end adjustments which will not be material in amount or effect and do not include footnotes.

2.7            Absence of Certain Changes .  Since the Most Recent Balance Sheet Date, (a) there has not occurred a Company Material Adverse Effect, and (b) except as set forth in Section 2.7 of the Disclosure Schedule, the Company has not taken any of the actions set forth in paragraphs (a) through (v) of Section 4.4.

2.8            Undisclosed Liabilities .  Except as and to the extent (a) reflected and reserved against in the Most Recent Balance Sheet, (b) set forth on Section 2.8 of the Disclosure Schedule, or (c) incurred in the Ordinary Course of Business after the date of the Most Recent Balance Sheet and not material in amount, either individually or in the aggregate, the Company

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does not have any liability or obligation, secured or unsecured, whether accrued, absolute, contingent, unasserted or otherwise, which is material to the condition (financial or otherwise) of the assets, properties or business of the Company.  For purposes of this Section 2.8, "material" means any amount in excess of $25,000 individually or $250,000 in the aggregate.

2.9            Tax Matters .

(a)            The Company, its predecessors and its past and present Subsidiaries have filed on a timely basis with the appropriate Tax authorities all Tax Returns that they were required to file (excluding Tax Returns of past Subsidiaries that were required to be filed after the date such entity was no longer a Subsidiary, unless such Tax Returns were prepared or required to be prepared by the Company), and all such Tax Returns were complete and accurate in all material respects when filed.  The Company has never been a member of an affiliated group of corporations with which it has filed (or been required to file) consolidated, combined, unitary or similar Tax Returns, other than a group of which the Company was common parent.  The Company (and its predecessors and past and present Subsidiaries) have paid on a timely basis all Taxes that were due and payable whether or not shown on any Tax Return (excluding Taxes of past Subsidiaries that were due and payable after the date such entity was no longer a Subsidiary).  The unpaid Taxes of the Company for tax periods through the Most Recent Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto), whether as accrued Taxes or other accrued expenses.  All unpaid Taxes of the Company attributable to periods commencing after the Most Recent Balance Sheet Date arose in the Ordinary Course of Business.  All Taxes that the Company is or was required by Law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity.

(b)            The Company has made available to the Buyer complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by the Company (and its predecessors and past and present Subsidiaries), as well as federal Income Tax Returns with respect to all taxable periods commencing on or after December 28, 2000 (or such earlier taxable periods with respect to which the applicable statute of limitations does not preclude the assessment of additional Tax) (excluding Tax Returns, examination reports and statements of deficiencies of past Subsidiaries filed, agreed to, or assessed after the date such entity was no longer a Subsidiary).  No deficiencies for Taxes of the Company have been claimed, proposed or assessed in writing by any taxing or other governmental authority.  The Tax Returns of the Company have been audited by the Internal Revenue Service or the prescribed authority in the relevant jurisdiction or are closed by the applicable statute of limitations for all taxable years through the taxable years specified for such Tax Returns in Section 2.9(b) of the Disclosure Schedule.  No examination or audit or, to the knowledge of the Company, other action of or relating to any Tax Return of the Company by any Governmental Entity is currently in progress or, to the knowledge of the Company, threatened or contemplated.  The Company has not been informed in writing, and has not otherwise been made aware, by any jurisdiction in which the Company did not file a Tax Return that the jurisdiction believes that the Company was required to file any Tax Return that was not filed, or is subject to Tax in that

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jurisdiction, and there are no matters under discussion with any Governmental Entity with respect to Taxes that are likely to result in an additional liability of the Company for Taxes.  The Company has not (nor has any predecessor) waived any statute of limitations with respect to Taxes or agreed to an extension of time with respect to a Tax assessment or deficiency affecting the Company, nor has any request been made in writing for any such extension or waiver.

(c)            The Company has never been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code.  The Company has no actual or potential liability for any Taxes of any person (other than the Company) under Treasury Regulation Section 1.1502-6 (or any similar provision of law), or as a transferee or successor, by contract, or otherwise.  The Company is not a party to or bound by a Tax indemnity, Tax sharing, Tax allocation or similar agreement.

(d)            None of the assets of the Company (i) is "tax-exempt use property" or "tax-exempt bond financed property" within the meaning of Section 168 of the Code; or (ii) directly or indirectly secures any debt the interest on which is tax exempt under Section 103(a) of the Code.  None of the outstanding indebtedness of the Company constitutes indebtedness with respect to which any interest deductions have been or may be disallowed.

(e)            There are no adjustments under Section 481 of the Code (or any similar adjustments under any provision of the Code or corresponding Tax laws) that are required to be taken into account by the Company in any period ending after the Closing Date by reason of a change in method of accounting or other change attributable to any taxable period ending on or before the Closing Date.

(f)             The Company has not distributed to its shareholders or security holders stock or securities of a controlled corporation, nor has stock or securities of the Company been distributed, in a transaction to which Section 355 of the Code applies (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement.

(g)            There are no liens or other encumbrances with respect to Taxes upon any of the assets or properties of the Company, other than with respect to Taxes not yet due and payable or Taxes being contested in good faith and for which adequate reserves have been established on the Company’s Financial Statements.

(h)            The Stockholders are eligible to make a Section 338(h)(10) Election with respect to the purchase and sale of the Company Shares.

(i)             The Company (i) has not consented at any time under former Section 341(f)(1) of the Code to have the provisions of former Section 341(f)(2) of the Code apply to any disposition of the assets of the Company; (ii) has not made an election, and is not required, to treat any of its assets as owned by another Person pursuant to the provisions of former Section 168(f) of the Code; (iii) has not made and will not make a consent dividend election under

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Section 565 of the Code; or (iv) has not made any of the foregoing elections and is not required to apply any of the foregoing rules under any comparable state or local Tax provision.

(j)             The Company (i) is not a partner for Tax purposes with respect to any joint venture, partnership, or other arrangement or contract which is treated as a partnership for Tax purposes, (ii) does not own a single member limited liability company which is treated as a disregarded entity, (iii) is not and has never been a stockholder of a "controlled foreign corporation" as defined in Section 957 of the Code (or any similar provision of state, local or foreign law), (iv) has never been a "personal holding company" as defined in Section 542 of the Code (or any similar provision of state, local or foreign law), and (v) is not a stockholder in a "passive foreign investment company" within the meaning of Section 1297 of the Code.

(k)            The Company has not entered into any transaction identified as a "listed transaction" for purposes of Treasury Regulations §§ 1.6011-4(b)(2) or 301.6111-2(b)(2).  If the Company has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Code Section 6662, then it believes that it has either (x) substantial authority for the tax treatment of such transaction or (y) disclosed on its Tax Return the relevant facts affecting the tax treatment of such transaction.

(l)             The Company does not have, and has not had in the past, a permanent establishment in any foreign country, as defined in any applicable tax treaty or convention between the United States of America and such foreign country.

(m)           No power of attorney with respect to any Taxes of the Company has been executed or filed with any Governmental Entity.

(n)            Each of the Company, its predecessors and its past and present Subsidiaries has been either a validly electing S corporation or a valid "qualified subchapter S subsidiary" within the meaning of Sections 1361 and 1362 of the Code (and any comparable provision of state, local and foreign law, in each jurisdiction which has such a provision and in which it is or has been obligated to file income or franchise Tax Returns), as applicable, at all times during its existence (excluding, with respect to any Subsidiary’s "qualified subchapter S subsidiary" status, any period during which the entity was not a Subsidiary), and the Company will be a valid S corporation within the meaning of Sections 1361 and 1362 of the Code (and any comparable provision of state, local and foreign law) up to and including the Closing Date.  None of the Company nor any qualified subchapter S subsidiary of the Company or its predecessors has any potential liability for any Tax under Section 1374 of the Code (or comparable state, local or foreign provision) in connection with the sale or deemed sale of the Company’s assets.  None of the Company nor any qualified subchapter S subsidiary of the Company or its predecessors has ever (A) acquired assets from another corporation in a transaction in which the Company’s Tax basis for the acquired assets was determined, in whole or part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor or (B) acquired the stock of any corporation (other than the Company) which is or has been a qualified subchapter S subsidiary.

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(o)            Section 2.9 of the Disclosure Schedule identifies each present and former Subsidiary of the Company or of OGR Trust that is or was a "qualified subchapter S subsidiary" within the meaning of Section 1361(b)(3)(B) of the Code.  Each Subsidiary so identified was or has been a qualified subchapter S subsidiary throughout the periods indicated on such schedule.

(p)            Union Atlantic Insurance Company, Ltd. has validly elected under Section 953(d) to be treated as a domestic corporation at all times since December 8, 2003 up to and including December 31, 2005.

(q)            S Corporation Shareholders.  Each of the Company Stockholders is, and has been at all times during the period in which both (i) the Company has been an S corporation within the meaning of Section 1361(a) of the Code and (ii) such Company Stockholder has been a shareholder of the Company, a valid shareholder of an S corporation within the meaning of Section 1361(a) of the Code (and any comparable provision of state and local Tax law in each jurisdiction in which the Company is obligated to file income or franchise Tax Returns).

2.10          Assets .

(a)            Except as set forth in Section 2.10 of the Disclosure Schedule, the Company is the true and lawful owner of, and has good and marketable title to, all of the assets (tangible or intangible) purported to be owned by the Company, free and clear of all Security Interests.  The Company owns or leases all tangible assets sufficient for the conduct of its businesses as presently conducted.  Such tangible assets, taken as a whole, have been maintained in accordance with normal industry practice, are in functional operating condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they are presently used.

(b)            2.10(b) of the Disclosure Schedule sets forth a list of all equipment, motor vehicles and assets which have a fair market value of over $25,000 as of the date of this Agreement and which are leased by the Company.  Each item of equipment, motor vehicle and other asset that the Company has possession of pursuant to a lease agreement or other contractual arrangement is in such condition that, upon its return to its lessor or owner under the applicable lease or contract, the obligations of the Company to such lessor or owner will have been discharged in full.

2.11          Owned Real Property .  Except as set forth on Section 2.11 of the Disclosure Schedule, the Company does not currently own, and has not at any time during its existence owned, any Owned Real Property.

2.12          Real Property Leases .  Section 2.12 of the Disclosure Schedule lists all Leases to which the Company is a party.  The Company has made available to the Buyer complete and accurate copies of the Leases.  With respect to each Lease:

(a)            such Lease is legal, valid, binding, enforceable and in full force and effect, and the Company has good and clear record and marketable title to each leasehold interest;

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(b)            such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing;

(c)            the Company has not collaterally assigned or granted any other Security Interest in such Lease or any interest therein; and

(d)            neither the Company nor, to the knowledge of the Company, any other party is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending (including the transactions contemplated hereby) or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such Lease.

2.13          Intellectual Property .

(a)            Section 2.13 of the Disclosure Schedule lists each registration or application for registration for copyrights and each registered trademark and service mark and any registration or application for registration therefor and each active registered Internet domain name of the Company.  The Company does not have any patents or patent applications.

(b)            To the knowledge of the Company, the Company owns or has the right to use all Intellectual Property necessary to conduct the business of the Company as presently conducted.  Each item of Company Intellectual Property will be owned or available for use by the Buyer immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing.  The Company has taken commercially reasonable measures to protect the proprietary nature of each item of Company Intellectual Property.  To the knowledge of the Company, no other person or entity is infringing, violating or misappropriating any of the Company Intellectual Property.

(c)            To the knowledge of the Company, the use of the Company Intellectual Property by the Company does not infringe or violate, or constitute a misappropriation of, any Intellectual Property rights of any person or entity.  Section 2.13(c) of the Disclosure Schedule lists each written complaint, claim or notice, or written threat thereof, received by the Company alleging any such infringement, violation or misappropriation since January 1, 2000.  The Company has made available to the Buyer a summary of all written documentation in the Company’s possession relating to claims or disputes known to the Company concerning any Company Intellectual Property owned by the Company.

(d)            Section 2.13 of the Disclosure Schedule identifies each license or other agreement currently in effect pursuant to which the Company has licensed, distributed or otherwise granted any rights to any third party with respect to, any Company Intellectual Property.

(e)            Section 2.13 of the Disclosure Schedule identifies each item of Company Intellectual Property that is owned by a party other than the Company, and the license or agreement pursuant to which the Company uses it, if any (excluding non-customized,

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off-the-shelf software programs licensed by the Company pursuant to "shrink wrap" or "click-through" licenses).

2.14          Contracts .

(a)            Section 2.14 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company is a party as of the date of this Agreement:

(i)             any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum;

(ii)            any agreement (or group of related agreements) for the purchase of products or for the receipt of services which calls for performance over a period of more than one year and which involves more than the sum of $25,000.

(iii)           any agreement concerning a partnership, joint venture or limited liability company;

(iv)           any agreement (or group of related agreements) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money or any capitalized lease obligation, or under which the Company has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible;

(v)            any agreement with any Stockholder or their Affiliates or Barton;

(vi)           any agreement for the acquisition of securities or substantially all of the assets of any other person (including by merger or consolidation);

(vii)          any agreement concerning noncompetition or nonsolicitation by the Company, or which otherwise restricts the ability of the Company to compete, to which the Company is a party, and any noncompetition or nonsolicitation agreement entered into by the Company and staff employees of the Company;

(viii)         any employment agreement to which the Company is a party, other than "at-will" agreements with its employees that do not provide for any severance, termination, change-of-control or similar benefits;

(ix)            any agreement under which the Company has advanced or loaned any amount currently outstanding to any of its directors, officers and employees outside the Ordinary Course of Business;

(x)             any agreement involving any current or former officer, director or stockholder of the Company or Barton or an Affiliate thereof;

(xi)            any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $25,000; and

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(xii)           any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect.

(b)            The Company has made available to the Buyer a complete and accurate copy of each written agreement listed in Section 2.13 or Section 2.14 of the Disclosure Schedule.  With respect to each agreement so listed, except as set forth in Section 2.14 of the Disclosure Schedule:  (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing, in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending (including the transactions contemplated hereby) or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such agreement, and (iv) to the Company’s knowledge, no party has repudiated any provision of the agreement.

2.15          Accounts Receivable .  All accounts receivable of the Company reflected on the Most Recent Balance Sheet (other than those collected since such date) are valid receivables and are not subject to material setoffs or counterclaims, except as reflected in reserves on the Most Recent Balance Sheet.  All accounts receivable of the Company on the Closing Balance Sheet will be valid receivables and are not subject to setoffs or counterclaims, are current and collectible, and will be collected within 120 days following the Closing Date in accordance with their terms at their recorded amounts, except as reflected in reserves for uncollectible accounts and deferred revenue liabilities on the Closing Balance Sheet.

2.16          Powers of Attorney .  Other than as set forth on Section 2.16 of the Disclosure Schedule, there are no outstanding powers of attorney executed on behalf of the Company.

2.17          Insurance .  Section 2.17 of the Disclosure Schedule lists each insurance policy (including fire, theft, casualty, comprehensive general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which the Company is a party, all of which are in full force and effect.  To the knowledge of the Company and the Stockholders, there is no material claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy.  All premiums due and payable under all such policies have been paid or reflected in the Financial Statements, the Company is not liable for retroactive premiums, and the Company is otherwise in compliance in all material respects with the terms of such policies.  The Company, nor, to the knowledge of the Company, any other party to such policy, is in breach or default under such policy.  The Company has no knowledge of any threatened termination of, or premium increase with respect to, any such policy.  Each such policy will continue to be enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing.  The insurance policies maintained by the Company are appropriate for the Company’s business.  With respect to matters for which the Company is self insured, the Company maintains appropriate reserves for any claims that may not be covered thereby.

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2.18          Litigation .  Except as set forth on Section 2.18 of the Disclosure Schedule, there is no action, suit or legal, administrative or arbitration proceeding or, to the Company’s knowledge, investigation to which the Company is a party (either as a plaintiff or defendant) pending or, to the knowledge of the Company, threatened before any court or governmental agency, authority, body or arbitrator.  None of the Company Stockholders or the directors and officers of the Company has any claim that may be brought or made against the Company.  None of the actions, suits, proceedings, hearings and investigations set forth in Section 2.18 of the Disclosure Schedule would reasonably be expected to result in a Company Material Adverse Effect.  There are no injunctions, judgments, orders or decrees outstanding against the Company on the date hereof.

2.19          Employees .

(a)            Section 2.19(a) of the Disclosure Schedule contains a list of all current staff employees of the Company whose current annual rate of compensation, exclusive of any bonus/incentives, exceeds $50,000 per year, along with the position and the annual rate of compensation of each such person.  Except as set forth in Section 2.19(a) of the Disclosure Schedule, no Company employee at the Vice President level or higher has provided notice of such employee’s intent to terminate employment with the Company and, to the knowledge of the Company, no such employee presently plans to terminate employment with the Company.

(b)            The Company is not now and has not been a party to or bound by any collective bargaining or similar agreement, nor during the past five years has the Company experienced any strikes, slowdowns, work stoppages, grievances, lockouts, claims of unfair labor practices or other collective bargaining disputes and, to the knowledge of the Company, no such strikes, slowdowns, work stoppages, grievances, lockouts, claims of unfair labor practices or other collective bargaining disputes are threatened.  There are no labor unions or other organizations, either currently or within the past five years, representing, purporting to represent or, to the knowledge of the Company, attempting to represent any employees of the Company.

(c)            The Company is in compliance with all applicable laws relating to the hiring and employment of employees, including without limitation, laws relating to wrongful discharge, discrimination, leaves of absence, wages, hours, collective bargaining and fair labor standards.

(d)            The Company has properly classified all of its service providers as either employees or independent contractors.  The Company has withheld and paid to the appropriate governmental authority all amounts required to be withheld from compensation paid to its employees and is not liable for any arrears of taxes, penalties or other sums for failure to withhold and pay applicable taxes.  There is no claim against the Company with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Company’s knowledge, threatened by any current or former service providers of the Company, nor, to the Company’s knowledge, do any circumstances exist which would reasonably be expected to result in any such claim.

(e)            In the three years prior to the date hereof, the Company has not effectuated (i) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act (the

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" WARN Act ") or any similar state, local or foreign Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company, or (ii) a "mass layoff" (as defined in the WARN Act, or any similar state, local or foreign law) affecting any site of employment or facility of the Company.   The Company has no material liabilities, whether contingent or absolute, relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier to the extent required by applicable law.

(f)             Section 2.19 (f) of the Disclosure Schedule sets forth any and all indebtedness in excess of ten thousand U.S. dollars (US$10,000) owed to the Company by any current or former employee, consultant or director of the Company.

2.20          Employee Benefits .

(a)            Section 2.20 of the Disclosure Schedule contains a complete and accurate list of all Company Plans.  Complete and accurate copies of (i) all Company Plans which have been reduced to writing (including all amendments thereto), (ii) written summaries of all unwritten Company Plans, (iii) all related current trust agreements, insurance contracts and summary plan descriptions and material written employee communications distributed generally to employees, regarding such Company Plans (including, in each case, any material modifications thereof), (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R (including all exhibits and attachments thereto) for each Company Plan, (v) if a Company Plan is intended to qualify under Section 401(a) of the Code, the most recent IRS opinion letter for a prototype plan, and (vi) all material communications with any governmental entity or agency, including, without limitation, the U.S. Department of Labor, the IRS and the Pension Benefit Guaranty Corporation, have been made available to the Buyer.  The Company has not made any plan or commitment to create any new or additional Company Plan or to modify any existing Company Plan that would increase the compensation or benefits provided to any current or former employee, consultant or director of the Company or the spouses, beneficiaries or other dependents thereof.

(b)            Each of the Company and its ERISA Affiliates has, in all material respects, (i) met its obligations with respect to each Company Plan, (ii) made or, to the extent not yet due, accrued on its consolidated financial statements to the extent required by GAAP, all required contributions (including all employer contributions and employee salary reduction contributions) thereto, and (iii) paid all premiums and expenses to or in respect of such Company Plan The Company, each ERISA Affiliate and each Company Plan are in compliance in all material respects with the applicable provisions of ERISA, the Code and foreign law applicable to any Company Plan and any regulations thereunder (including without limitation Section 4980B of the Code, Subtitle K, Chapter 100 of the Code and Sections 601 through 608 and Section 701 et seq. of ERISA).  All filings and reports as to each Company Plan required to have been submitted to the IRS or to the United States Department of Labor have been duly submitted.  No Company Plan or related trust holds assets that include securities issued by the Company or any ERISA Affiliate.

(c)            With respect to each Company Plan: (i) no breaches of fiduciary duty or other failure to act or comply in connection with the administration or investment of the assets of

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a Company Plan in connection with which the Company could reasonably be expected to incur a material liability have occurred; (ii) no non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred that could reasonably be expected to result in a material liability to the Company; and (iii) no lien has been imposed on the assets of the Company or the assets of any Company Plan under the Code, ERISA or any comparable foreign law.  The Company has not failed to distribute any required reports or descriptions to any Company Plan participants (including without limitation any summary annual reports or summary plan descriptions).

(d)            Except as set forth in Section 2.20(d) of the Disclosure Schedule, there are no Legal Proceedings (including without limitation any audits or investigation by the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal, state or foreign Governmental Authority), except claims for benefits payable in the normal operation of the Company Plans and proceedings with respect to qualified domestic relations orders, pending or, to the knowledge of the Company, threatened, against, by, on behalf of or involving any Company Plan, the Company with respect to any Company Plan, or the assets, fiduciaries or administrators thereof or asserting any rights or claims to benefits under any Company Plan that could give rise to any material liability.

(e)            Each Company Plan that is intended to be qualified under Section 401(a) of the Code is a prototype plan for which the prototype plan sponsor has received a favorable opinion letter from the IRS on which the Company is entitled to rely and, except as set forth in Section 2.20(e) of the Disclosure Schedule, (i) no such plan has been modified or amended such that the plan would be considered an individually designed plan, (ii) no such opinion letter has been revoked and revocation has not been threatened, (iii) to the knowledge of the Company, no event or circumstance exists that has adversely affected or is likely to adversely affect such opinion letter, (iv) no such Company Plan has been amended since the date of its most recent opinion letter in any respect, and (v) no act or omission has occurred, that would reasonably be expected to adversely affect the qualification of such Company Plan or materially increase its costs.  Each Company Plan which is required to satisfy Section 401(k)(3) or Section 401(m)(2) of the Code has been tested for compliance with, and satisfies the requirements of Section 401(k)(3) and Section 401(m)(2) of the Code for each plan year ending prior to the Closing Date.  Each Company Plan that is intended to qualify under any law of any foreign jurisdiction has received any required approval of a government authority of a foreign jurisdiction which approval has not been revoked and, to the knowledge of the Company, no event or circumstance exists that has adversely affected or is likely to adversely affect such qualification or approval.

(f)             No Company Plan is, and neither the Company nor any ERISA Affiliate maintains, contributes to, or has ever maintained or been obligated to contribute to an Employee Benefit Plan subject to Section 412 of the Code, Title IV of ERISA or comparable funding obligations imposed under the laws of any foreign jurisdiction.

(g)            At no time has the Company or any ERISA Affiliate been obligated to contribute to any "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) or "multiple employer plan" (as defined in Section 413(c) of the Code).

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(h)            Except as set forth on Section 2.20(h) of the Disclosure Schedule, the Company has no obligations under any Company Plan or otherwise to provide benefits after termination of employment or service to any current or former employees, consultants or directors of the Company (or to any spouse, dependent or beneficiary of any of the foregoing), including but not limited to obligations to provide health, accident, disability or life insurance coverage or deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable law and insurance conversion privileges provided under state law.  There has been no written communication to any current or former employee, consultant, director or any retiree of the Company, or the spouses, dependents or beneficiaries of any of the foregoing, that would reasonably be expected to promise or guarantee any such health, accident, disability or life insurance coverage or deferred compensation.

(i)             No act or omission has occurred and no condition exists with respect to any Company Plan that would subject the Company to (i) any material fine, penalty, tax or liability of any kind imposed under ERISA or the Code for failure to comply with any legal requirements pertaining to any Company Plan, or (ii) any contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Company Plan.

(i)             No Company Plan is currently funded by, associated with or related to a "voluntary employee’s beneficiary association" within the meaning of Section 501(c)(9) of the Code.

(ii)            Each Company Plan is amendable and terminable unilaterally by the Company at any time without material penalty to the Company or such Company Plan as a result thereof (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses related thereto) and no Company Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company from amending or terminating any such Company Plan.

(j)             Except as set forth in Section 2.20(j) of the Disclosure Schedule, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will (i) entitle any current or former employee, consultant or director of the Company or any group of such employees, consultants or directors to any payment or benefit; (ii) increase the amount of compensation or benefits due to any such employee, consultant or director; or (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit.

(k)            Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will result in any "parachute payment" under Code Section 280G (whether or not such payment is considered to be reasonable compensation for services rendered).

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(l)             Each of the Company and the ERISA Affiliates is in compliance in all material respects with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations (including proposed regulations) thereunder and any similar state law, and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder.

(m)           With respect to each Company Plan providing compensation or benefits to any employee or former employee of the Company (or any dependent or beneficiary thereof) which is subject to the laws of any jurisdiction outside of the United States (the "Foreign Plans"): (i) such Foreign Plan has been maintained in all material respects in accordance with all applicable requirements and all applicable laws, (ii) if intended to qualify for special tax treatment, such Foreign Plan meets all requirements for such treatment, (iii) if intended or required to be funded and/or book-reserved, such Foreign Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, and (iv) no material liability exists or reasonably could be imposed upon the assets of the Company by reason of such Foreign Plan.

(n)            Section 2.20(n) of the Disclosure Schedule sets forth the policy of the Company with respect to accrued vacation, accrued sick time and earned time off and the amount of such liabilities as of the Most Recent Balance Sheet Date.

(o)            To the Company’s knowledge, each Company Plan that is a nonqualified deferred compensation plan subject to Code Section 409A has been operated and administered in good-faith compliance with Code Section 409A from the period beginning January 1, 2005 through the date hereof.

2.21          Environmental Matters .

(a)            The Company has complied in all material respects with all applicable Environmental Laws.  There is no pending or, to the knowledge of the Company or the Stockholders, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Entity, relating to any Environmental Law involving the Company.

(b)            The Company is not a party to or bound by any court order, administrative order, consent order or other agreement between the Company and any Governmental Entity entered into in connection with any legal obligation or liability arising under any Environmental Law.

(c)            The Company is not aware of any material environmental liability of any solid or hazardous waste transporter or treatment, storage or disposal facility involving the transportation, treatment, storage or disposal of solid or hazardous wastes of the Company.

2.22          Legal Compliance .  The Company and each of its predecessors has complied with each applicable law (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees and rulings thereunder) of any federal, state, local or foreign government, or any

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Governmental Entity.  During the five years preceding the date hereof, the Company has not received any written notice or communication from any Governmental Entity alleging noncompliance with any applicable law, rule or regulation.

2.23          Existing Customers and Suppliers .  Except as set forth on Section 2.23 of the Disclosure Schedule, neither the Company nor any of the Stockholders has reason to believe that any customer or supplier of the Company will not continue to do business with the Buyer after the Closing Date as a result of this transaction.

2.24          Permits .  Section 2.24 of the Disclosure Schedule sets forth a list of all Permits issued to and held by the Company.  Such listed Permits are the only Permits that are required for the Company to conduct its business as presently conducted.  Each such Permit is in full force and effect, the Company is in compliance with the terms of each such Permit, and, to the knowledge of the Company, no suspension or cancellation of such Permit is threatened.  The Company does not have any knowledge of any existing condition that would cause any such Permit to fail to continue in full force and effect immediately following the Closing.

2.25          Certain Business Relationships With Affiliates .  Except as set forth in Section 2.25 of the Disclosure Schedule, no Affiliate, officer or director of the Company or Barton (a) owns any property or right, tangible or intangible, which is used in the business of the Company, or (b) owes any money to, or is owed any money by, the Company.  Section 2.25 of the Disclosure Schedule describes any transactions or relationships between the Company and any Affiliate of the Company or Barton which occurred or have existed since the beginning of the time period covered by the Financial Statements.

2.26          Books and Records .  The minute books and other similar records of the Company contain correct complete and accurate records in all material respects of all actions taken at any meetings of the Company’s stockholders, Board of Directors or any committee thereof and of all written consents