MERGER AGREEMENT

BY AND AMONG

NATIONAL RESEARCH CORPORATION,

NRC ACQUISITION, INC.,

MY INNERVIEW, INC.,

NEIL L. GULSVIG

AND

JANICE L. GULSVIG

TABLE OF CONTENTS

1.	THE MERGER		1
	1.1.	The Merger	1
	1.2.	Effective Time	1
	1.3.	Conversion of Stock; Treatment of Sub Common Stock	2
	1.4.	Articles of Incorporation	2
	1.5.	By-Laws	2
	1.6.	Stock Options; Warrants; Phantom Stock	2
	1.7.	Dissenting Shares	3
	1.8.	Directors and Officers	3
2.	PURCHASE CONSIDERATION; PAYMENT		3
	2.1.	Purchase Consideration	3
	2.2.	Payment	7
3.	REPRESENTATIONS AND WARRANTIES OF COMPANY		8
	3.1.	Corporate	8
	3.2.	Shareholder Authority	10
	3.3.	No Violation	10
	3.4.	Financial Statements	10
	3.5.	Tax Matters	11
	3.6.	Accounts Receivable	14
	3.7.	Work-in-Process	14
	3.8.	Absence of Certain Changes	14
	3.9.	Absence of Undisclosed Liabilities	16
	3.10.	No Litigation	16
	3.11.	Compliance With Laws and Orders	16
	3.12.	Title to and Condition of Properties	17
	3.13.	Insurance	18
	3.14.	Contracts and Commitments	18
	3.15.	Labor Matters	19
	3.16.	Employee Benefit Plans	19
	3.17.	Employment; Compensation	21
	3.18.	Trade Rights	22
	3.19.	Bank Accounts	22
	3.20.	Affiliates’ Relationships to Company	22
	3.21.	Assets Necessary to Business	22
	3.22.	No Brokers or Finders	22
	3.23.	Duty of Company to Make Inquiry	23
	3.24.	Treatment of Stock Options; Phantom Stock and Warrants	23
	3.25.	Takeover Statutes	23
	3.26.	Vote Required	23
	3.27.	Proxy Statement	23
	3.28.	Disclosure	24
4.	REPRESENTATIONS AND WARRANTIES OF NRC AND SUB		24
	4.1.	Corporate	24
	4.2.	Authority	24
	4.3.	No Violation	24
	4.4.	No Brokers or Finders	25
	4.5.	Stock Ownership	25
	4.6.	Disclosure	25

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5.	COVENANTS		25
	5.1.	Retention Bonus and Noncompetition and Nonsolicitation Agreements	25
	5.2.	Access to Information and Records	25
	5.3.	Conduct of Business Pending the Closing	25
	5.4.	Consents	27
	5.5.	Other Action	27
	5.6.	Disclosure Schedule	27
	5.7.	Shareholders’ Meeting; Proxy Statement	27
	5.8.	Amendment of Employee Plans	28
	5.9.	Employees	28
6.	CONDITIONS PRECEDENT TO NRC’s AND SUB’S OBLIGATIONS		28
	6.1.	Representations and Warranties True as of the Closing Date	28
	6.2.	Compliance With Agreement	28
	6.3.	Absence of Litigation	28
	6.4.	Consents and Approvals	28
	6.5.	Shareholder Approval	28
	6.6.	Cancellation Agreements	29
	6.7.	Escrow Agreement	29
	6.8.	Retention Bonus and Noncompetition and Nonsolicitation Agreements	29
7.	CONDITIONS PRECEDENT TO COMPANY’S OBLIGATIONS		29
	7.1.	Representations and Warranties True on the Closing Date	29
	7.2.	Compliance With Agreement	29
	7.3.	Absence of Litigation	29
	7.4.	Consents and Approvals	29
	7.5.	Shareholder Approval	29
	7.6.	Retention Bonus and Noncompetition and Nonsolicitation Agreements	29
	7.7.	Escrow Agreement	29
8.	SHAREHOLDERS’ AGENT		30
	8.1.	Appointment	30
	8.2.	Limitation of Liability	30
	8.3.	Successor Shareholders’ Agent	30
9.	INDEMNIFICATION		31
	9.1.	By Shareholders	31
	9.2.	By NRC	31
	9.3.	Indemnification of Third Party Claims	31
10.	CLOSING		33
	10.1.	Documents to be Delivered by Company	33
	10.2.	Documents to be Delivered by NRC or Sub.	34
11.	TERMINATION		34
	11.1.	Right of Termination Without Breach	34
	11.2.	Termination for Breach	35
12.	MISCELLANEOUS		36
	12.1.	Disclosure Schedule	36
	12.2.	Disclosures and Announcements	36
	12.3.	Assignment; Parties in Interest	36

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	12.4.	Law Governing Agreement	36
	12.5.	Amendment and Modification	37
	12.6.	Notice	37
	12.7.	Expenses	38
	12.8.	Entire Agreement	38
	12.9.	Counterparts	39
	12.10.	Headings	39

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Exhibit Index

Exhibit A	Form of Articles of Merger
Exhibit B	Form of Cancellation Agreements
Exhibit C	Dissenting Proportion
Exhibit D	Examples of the Calculation of Deferred Purchase Consideration
Exhibit E	Form of Escrow Agreement
Exhibit F	Form of Retention Bonus Agreements
Exhibit G	Form of Noncompetition and Nonsolicitation Agreement

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MERGER AGREEMENT

         MERGER AGREEMENT , dated as of November 26, 2008 (this “Agreement”), by and among NATIONAL RESEARCH CORPORATION, a Wisconsin corporation (“NRC”), NRC ACQUISITION, INC. , a Wisconsin corporation and wholly-owned subsidiary of NRC (“Sub”), MY INNERVIEW, INC. , a Wisconsin corporation (“Company”), NEIL L. GULSVIG , in his individual capacity and as Shareholders’ Agent (“Shareholders’ Agent”) and JANICE L. GULSVIG .

R E C I T A L S

        A.     Company is engaged in the provision of ongoing survey-based performance measurement, analysis and tracking services to the senior care industry (the “Business”).

        B.     The respective Boards of Directors of NRC, Sub and Company have approved the merger of Sub with and into Company pursuant to the terms of this Agreement.

        C.     As a condition and inducement to NRC’s and Sub’s willingness to enter into this Agreement, simultaneously with the execution of this Agreement, certain holders of Stock (as defined in Section 1.3(a)) are entering into a Shareholders Agreement with NRC and Sub (the “Shareholders Agreement”).

         NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	THE MERGER

        1.1.     The Merger . Subject to the terms and conditions of this Agreement, in accordance with Sections 180.1101 and 180.1103 of the Wisconsin Business Corporation Law (the “WBCL”), at the Effective Time (as defined in Section 1.2), Sub shall, and NRC shall cause Sub to, merge with and into Company (the “Merger”), and Company shall survive the Merger and shall continue its corporate existence under the laws of the State of Wisconsin (Company in its capacity as the corporation surviving the Merger is sometimes referred to herein as “Surviving Corporation”). Upon consummation of the Merger, the separate corporate existence of Sub shall terminate and the name of Surviving Corporation shall continue to be “My InnerView, Inc.”

        1.2.     Effective Time . Subject to the provisions of this Agreement, articles of merger in substantially the form attached hereto as Exhibit A (the “Articles of Merger”) shall be executed by Sub and Company and thereafter delivered to the Department of Financial Institutions of the State of Wisconsin (the “DFI”) for filing as provided in Section 180.1105 of the WBCL, as soon as practicable on the Closing Date (as defined in Article 10). The Merger shall become effective upon the later of (a) the filing of the Articles of Merger with the DFI and (b) the effective date and time of the Merger as set forth in the Articles of Merger (which shall in no event be later than the first business day after the Closing Date). The term “Effective Time” shall be the date and time when the Merger becomes effective, in accordance with this Section 1.2.

        1.3.     Conversion of Stock; Treatment of Sub Common Stock .

            1.3(a)     At the Effective Time, subject to Section 1.7, by virtue of the Merger and without any action on the part of Company, the holders of any securities of Company and/or any other party hereto or others, each share of the common stock, par value $0.01 per share, of Company (the “Common Stock”) (other than shares canceled pursuant to Section 1.3(c)) and each share of the Series A Convertible Preferred Stock, par value $0.01 per share, of Company (the “Preferred Stock” and, together with the Common Stock, the “Stock”) shall be converted into the right to receive, at such time as the Purchase Consideration (as defined in Section 2.1(a)) is paid pursuant to the terms of this Agreement, the Per Share Purchase Consideration (as defined in Section 2.1(e)).

            1.3(b)     All of the shares of Stock converted into the right to receive the Per Share Purchase Consideration pursuant to this Article 1 shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and each certificate previously representing any such share of Stock (each a “Stock Certificate”) shall thereafter represent only the right to receive the Per Share Purchase Consideration.

            1.3(c)     At the Effective Time, all shares of Stock that are owned by Company as treasury stock shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

            1.3(d)     At and after the Effective Time, each share of common stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of Surviving Corporation. The outstanding certificates representing shares of Sub common stock will, after the Effective Time, be deemed to represent an equal number of shares of common stock of Surviving Corporation and need not be exchanged for new certificates of common stock of Surviving Corporation.

        1.4.     Articles of Incorporation . The Amended and Restated Articles of Incorporation of Company in effect as of the Effective Time shall be the Articles of Incorporation of Surviving Corporation after the Merger until thereafter amended in accordance with applicable law.

        1.5.     By-Laws . The By-Laws of Sub in effect as of the Effective Time shall be the By-Laws of Surviving Corporation after the Merger until thereafter amended in accordance with applicable law.

        1.6.     Stock Options; Warrants; Phantom Stock . At the Effective Time, (i) each option to purchase or subscribe to Stock or other securities of Company which is outstanding and unexercised immediately prior thereto under the terms of the My InnerView, Inc. 2004 Stock Option Plan (the “Option Plan”); (ii) the warrants to purchase 160,000 shares of Common Stock issued by Company to the persons listed on Schedule 3.1(f) hereto (“Warrants”); and (iii) each share unit (each “Share Unit”) which is outstanding immediately prior thereto under the terms of the My InnerView, Inc. Phantom Stock Incentive Plan (the “Phantom Stock Plan”) shall be cancelled pursuant to the terms of Cancellation Agreements substantially in the form attached hereto as Exhibit B (the “Cancellation Agreements”). If, in the case of options or Warrants exercisable as of the Effective Time, the Per Share Purchase Consideration exceeds the exercise price of such option or Warrant, then the holder of such option or Warrant (collectively, together with the Share Units vested as of the Effective Time, the “Closing Rights”) shall be entitled to receive, without payment of the exercise price thereof (but subject to applicable withholding), solely the excess, if any, of the Per Share Purchase Consideration over the exercise price of such option or Warrant as to each share of Stock as to which such option or Warrant is then exercisable. Holders of Share Units that are vested as of the Effective Time shall be entitled to receive (subject to applicable withholding) an amount equal to the Per Share Purchase Consideration less the initial value, if any, for each such Share Unit.

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        1.7.     Dissenting Shares . Notwithstanding anything in this Agreement to the contrary, shares of Stock that are outstanding immediately prior to the Effective Time and with respect to which dissenters’ rights shall have been properly demanded in accordance with Subchapter XIII of the WBCL (“Dissenting Shares”) shall not be converted into the right to receive the Per Share Purchase Consideration; instead, the holders thereof shall be entitled to payment of the “fair value” of such Dissenting Shares in accordance with the provisions of Subchapter XIII of the WBCL. Notwithstanding the foregoing, (i) if any holder of Dissenting Shares shall subsequently deliver a written withdrawal of his or her demand for payment of the “fair value” of such shares, or (ii) if any holder fails to establish his or her entitlement to dissenters’ rights as provided in Subchapter XIII of the WBCL, such holder or holders (as the case may be) shall forfeit his or her rights under Subchapter XIII of the WBCL with respect to such shares and each of such shares shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, the Per Share Purchase Consideration. In such event, NRC shall pay the holder of such former Dissenting Shares his or her then payable portion of the Per Share Purchase Consideration upon the surrender to NRC by such holder of his or her Stock Certificate formerly representing such former Dissenting Shares, duly endorsed by the holder (and, if such holder is a Wisconsin resident, then also by such holder’s spouse). Any amounts of the Per Share Purchase Consideration payable following the payment noted in the immediately preceding sentence shall flow through the Shareholders’ Agent as provided under Section 2.2.

        1.8.     Directors and Officers . The directors and officers of Sub in effect as of the Effective Time shall be the directors and officers of Surviving Corporation after the Merger to serve thereafter in accordance with applicable law and the articles of incorporation and by-laws of Surviving Corporation; provided, however, that, as of the Effective Time, Neil Gulsvig shall assume the role of President of Surviving Corporation and Janice Gulsvig shall assume the role of Chief Operating Officer of Surviving Corporation.

2.	PURCHASE CONSIDERATION; PAYMENT

        2.1.     Purchase Consideration .

            2.1(a)     Purchase Consideration . As used herein, the “Purchase Consideration” shall mean the Closing Purchase Consideration (as defined in Section 2.1(b)) plus the Deferred Purchase Consideration, if any (as defined in Section 2.1(d)).

            2.1(b)     Closing Purchase Consideration . The “Closing Purchase Consideration” shall mean an amount equal to $11,500,000 as adjusted pursuant to Section 2.1(c).

            2.1(c)     Adjustments .

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2.1(c)(i) Company shall in good faith prepare, as soon as practical after the Closing, a balance sheet of Company as of the Closing Date (the “Closing Balance Sheet”) and, as soon as practical after December 31, 2008, an income statement of Company for the year ended December 31, 2008 (the “Income Statement”). The Income Statement and Closing Balance Sheet shall be prepared in accordance with GAAP (as defined in Section 3.4), consistently applied, and otherwise consistent with Company’s past practice. Company shall, by January 12, 2009 or as soon as possible thereafter, deliver the Income Statement and Closing Balance Sheet to NRC and Shareholders’ Agent, together with worksheets and data that support the Income Statement and Closing Balance Sheet and any other information that NRC or Shareholders’ Agent may reasonably request in order to verify the amounts reflected on the Income Statement and Closing Balance Sheet. NRC and Shareholders’ Agent shall each be responsible for their respective expenses incurred in their review of the Income Statement and Closing Balance Sheet. The Income Statement and Closing Balance Sheet shall be binding upon the parties upon approval of such Income Statement and Closing Balance Sheet by NRC and Shareholders’ Agent. If NRC or Shareholders’ Agent does not agree with the Income Statement or Closing Balance Sheet as prepared by Company, and NRC and Shareholders’ Agent cannot mutually agree on the same, then within the later of (i) forty (40) days after December 31, 2008 and (ii) twenty (20) days following receipt by NRC and Shareholders’ Agent of the Income Statement and Closing Balance Sheet, NRC and Shareholders’ Agent shall select a nationally recognized independent accounting firm mutually satisfactory to NRC and Shareholders’ Agent (the “Neutral Auditor”) to resolve such dispute. The Neutral Auditor shall review the Income Statement and/or Closing Balance Sheet and, within ten (10) days of its appointment, shall make any adjustments necessary thereto, and, upon completion of such review, such Income Statement and/or Closing Balance Sheet as determined by the Neutral Auditor shall be binding upon the parties. All fees and expenses of the Neutral Auditor shall be divided equally with half to be paid by NRC and half deducted from the Escrow (as defined in Section 2.2(b)).

2.1(c)(ii) Following the final determination of the Income Statement in accordance with Section 2.1(c)(i), the Closing Purchase Consideration shall be adjusted (the “Closing Valuation Post-Closing Adjustment,” if such final determination of the Income Statement occurs subsequent to the Closing) as follows:

(A) If the final Income Statement indicates a Closing Valuation (as defined in this Section 2.1(c)(ii)) of less than $11,500,000, then the Closing Purchase Consideration shall be reduced by the excess of $11,500,000 over such Closing Valuation.

(B) If the final Income Statement indicates a Closing Valuation equal to $11,500,000, then the Closing Purchase Consideration shall not be adjusted.

(C) If the final Income Statement indicates a Closing Valuation of more than $11,500,000, then the Closing Purchase Consideration shall be increased by the excess of such Closing Valuation over $11,500,000.

“Closing Valuation” shall mean the average of the following: (i) the product of 1.332 and Company’s revenues from operations (“Revenues”) for fiscal year 2008 as reflected in the Income Statement and (ii) the product of 6.813 and the average of earnings before interest, taxes, depreciation and amortization from Company’s operations (“EBITDA”) for fiscal years 2007, 2008 and 2009. For purposes of the Closing Valuation, EBITDA for fiscal years 2007 and 2009 shall be deemed to be $955,700 and $3,353,500, respectively, and EBITDA for fiscal year 2008 shall be as reflected in the Income Statement.

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2.1(c)(iii) Following the final determination of the Closing Balance Sheet in accordance with Section 2.1(c)(i), if the Closing Balance Sheet indicates Working Capital (as defined in this Section 2.1(c)(iii)) in an amount less than $175,000, then the Closing Purchase Consideration shall be reduced by any excess of $175,000 over the Working Capital indicated on the Closing Balance Sheet. “Working Capital” shall mean current assets (defined as the sum of, first, trade accounts receivable and prepaid expenses and, second, in the event that accounts receivable do not suffice, cash balances) less the sum of current liabilities, including all deferred revenue and debt balances.

2.1(c)(iv) Notwithstanding any other adjustments pursuant to this Section 2.1(c), the Closing Purchase Consideration shall also be reduced by a fraction equal to the proportion of ownership interests in Company represented by any Dissenting Shares as of the Effective Time, calculated as shown in Exhibit C hereto (the “Dissenting Proportion”).

2.1(c)(v) Following the Closing, any excess of the Closing Payment (as defined in Section 2.2(a)) and the amount deposited into the Escrow under Section 2.2(b) over the Closing Purchase Consideration as adjusted pursuant to this Section 2.1(c) shall be deducted from any Deferred Purchase Consideration payments or, to the extent such payments are less than such excess, released to NRC from the Escrow, and any excess of the Closing Purchase Consideration as adjusted pursuant to this Section 2.1(c) over the Closing Payment and the amount deposited into the Escrow under Section 2.2(b) shall be added to any Deferred Purchase Consideration payments.

            2.1(d)     Deferred Purchase Consideration .

2.1(d)(i) Following the determination of Company’s (as Surviving Corporation) financial results for the calendar years ending December 31, 2009, 2010 and 2011, NRC may become obligated to pay additional purchase consideration (“Deferred Purchase Consideration”) based on the following calculations:

(A) For calendar year 2009 results: NRC will pay an amount equal to 50% of the average of (1) the product of (a) the change in Revenues for the year ending December 31, 2009 from the revenues of Company for the year ending December 31, 2008 and (b) 1.332 and (2) the product of (x) the difference between (I) average EBITDA for the calendar years ending December 31, 2007, 2008 and 2009 and (II) EBITDA for the year ending December 31, 2008 and (y) 6.813. For purposes of determining EBITDA from Company’s operations after the Closing, Company will receive credit for EBITDA generated by the operations of the Business as currently constituted regardless of any transfer of such operations to NRC or another business unit of NRC, and no charges from NRC will be added to Company without Shareholders’ Agent’s agreement; provided , however , that any costs incurred under the Retention Bonus Agreements (as defined in Section 5.1), any severance payments made following the Closing to employees of Company as of the Closing and any costs, including any payment to any shareholder of Company (other than the Per Share Purchase Consideration multiplied by the number of Dissenting Shares), incurred in connection with any shareholder’s exercise of dissenters’ rights pursuant to Subchapter XIII of the WBCL shall be deemed to be operating expenses of Company. In the event of a Closing Valuation Post-Closing Adjustment, the balance of the Closing Valuation Post-Closing Adjustment will be deducted from or added to the calendar 2009 payment. In the event of a Closing Valuation Post-Closing Adjustment in favor of NRC, the value of which is greater than the total value of the calendar 2009 payment, the shortfall (“Shortfall”) will carry forward to future Deferred Purchase Consideration payments until completely satisfied. For example, if there is a Closing Valuation Post-Closing Adjustment of $500,000 in favor of NRC, but the value of the calendar 2009 payment is $400,000, then (i) the entire $400,000 will be applied to the balance of the Closing Valuation Post-Closing Adjustment, (ii) no Deferred Purchase Consideration will be paid in connection with the calendar 2009 payment and (iii) the remaining $100,000 Shortfall will be deducted from, first, the payment with respect to calendar year 2010 results, and second, in the event that no payment is made with respect to calendar year 2010 results or if such payment is less than the entire amount of the Shortfall, from the payment with respect to calendar year 2011 results. In the event that the aggregate value of all future Deferred Purchase Consideration payments is inadequate to fully satisfy any Shortfall, then the remaining amount of any such Shortfall shall be paid out of the Escrow following determination of the Deferred Purchase Consideration payment with respect to calendar year 2011 results.

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(B) For calendar year 2010 and 2011 results: NRC will pay an amount equal to 50% of the average of (1) the product of (a) the change in Revenues from the prior calendar year’s results and (b) 1.332 and (2) the product of (x) the change in EBITDA from the prior calendar year’s results and (y) 6.813. As set forth above, NRC will not pay any amounts with respect to calendar year 2010 or 2011 until the entire Shortfall has been fully satisfied.

(C) Notwithstanding the above paragraphs: (i) if, for any calendar year period, the result of the above calculations would yield a negative payment, no payment of any Deferred Purchase Consideration will be made for that year, and the payment of Deferred Purchase Consideration for any subsequent year will be calculated against the highest prior calendar year Revenues or EBITDA rather than that of the year of decline; and (ii) any Deferred Purchase Consideration shall be reduced by the Dissenting Proportion.

Examples of the calculation of the Deferred Purchase Consideration are attached as Exhibit D to this Agreement and incorporated herein by reference. It is understood that the Deferred Purchase Consideration is entirely contingent on Company’s future financial performance, which in turn is dependent on overall economic conditions, demand for Company’s services, Company’s ability to retain employees, Company’s ability to execute its business plan and other factors, many of which are somewhat or entirely beyond the control of the parties. As a result of these and other factors, it is understood that the Deferred Purchase Consideration is highly speculative, is not guaranteed and may never be realized.

2.1(d)(ii) If Shareholders’ Agent disagrees with the amount of any payment of the Deferred Purchase Consideration under Section 2.2(d), he shall provide written notice of such disagreement to NRC within twenty (20) days of receipt of such payment. The written notice shall specify the amount that Shareholders’ Agent believes is the correct amount of such payment and the basis for such belief. If NRC and Shareholders’ Agent cannot mutually agree on the amount of such payment within twenty (20) days following NRC’s receipt of the notice, then NRC and Shareholders’ Agent shall select a Neutral Auditor mutually satisfactory to NRC and Shareholders’ Agent to resolve such dispute. The Neutral Auditor shall review the worksheets and data that support NRC’s calculation of the payment and any other information that the Neutral Auditor may reasonably request in order to resolve the dispute and, within ten (10) days of its appointment, shall make any adjustments necessary to the amount of such payment, and, upon completion of such review, such payment amount as determined by the Neutral Auditor shall be binding upon the parties. All fees and expenses of the Neutral Auditor shall be divided equally with half to be paid by NRC and half deducted from the Escrow.

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            2.1(e)     Per Share Purchase Consideration . As used herein, the “Per Share Purchase Consideration” shall mean the result obtained by dividing (i) the Purchase Consideration plus the sum of the exercise price or initial value of each Closing Right by (ii) the Fully Diluted Share Number (as defined in Section 2.1(f)).

            2.1(f)     Fully Diluted Share Number . As used herein, “Fully Diluted Share Number” shall mean (i) the number of shares of Stock issued and outstanding as of the Effective Time plus (ii) the number of shares of Common Stock issuable under the Closing Rights as of the Effective Time plus (iii) the number of Share Units outstanding as of the Effective Time, as set forth as of the date hereof in Schedule 2.1(f) hereto.

        2.2.     Payment . The payments of all components of the Purchase Consideration shall be made by delivery to Shareholders’ Agent, on behalf of the holders of Stock or Closing Rights as of the Effective Time. Shareholders’ Agent shall have sole responsibility for distributing the Purchase Consideration to such holders of Stock or Closing Rights (directly or, in the case of payments subject to withholding, through Company); provided , however , that Shareholders’ Agent shall not distribute any of the Purchase Consideration to such holders of Stock or Closing Rights until such persons have surrendered to NRC the Stock Certificates formerly representing such Stock, duly endorsed by the holder of such Stock Certificates (and, if such holder is a Wisconsin resident, then also by such holder’s spouse), or executed and delivered Cancellation Agreements with respect to such Closing Rights (such persons, the “Participating Shareholders”); and provided , further , that all distributions of the Purchase Consideration by Shareholders’ Agent to the Participating Shareholders shall be coordinated and in consultation with NRC. NRC, Surviving Corporation and Shareholders’ Agent shall not be liable to any former holder of shares of Stock or Closing Rights for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. NRC or Surviving Corporation shall pay the Purchase Consideration as follows:

            2.2(a)     Closing Payment . At the Closing, NRC shall deliver to Shareholders’ Agent for distribution (subject to appropriate withholding) in respect of the consideration described in Article 1 to Participating Shareholders as of the Effective Time, upon, in the case of Participating Shareholders who are holders of Stock, surrender to NRC of duly endorsed Stock Certificates or, in the case of Participating Shareholders who are holders of Closing Rights, execution and delivery to NRC of Cancellation Agreements, in each case as provided in Section 2.2, a total amount (the “Closing Payment”) equal to $10,500,000 less the product of $10,500,000 and the Dissenting Proportion. Notwithstanding the foregoing, the Company Transaction Expenses (as defined in Section 12.7(b)) shall be deducted from the Closing Payment and paid directly to the recipients thereof.

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            2.2(b)     Cash to Escrow . At the Closing, NRC shall deposit $1,000,000 into escrow (the “Escrow”), with such amount to be disbursed at the time and under the conditions set forth in this Agreement and the Escrow Agreement in the form of attached to this Agreement as Exhibit E .

            2.2(c)     Deferred Purchase Consideration . Pursuant to the terms set forth in Section 2.1(d), NRC shall deliver in cash the portion of the Deferred Purchase Consideration then payable, if any, to Shareholders’ Agent on February 15th (or if not a business day, on the first business day after February 15th) of the year immediately succeeding the determination of Company’s (as Surviving Corporation) financial results for the calendar years ending December 31, 2009, 2010 and 2011, for distribution in respect of the consideration described in Article 1 to Participating Shareholders.

            2.2(d)     Method of Payment . All payments under this Section 2.2 shall be made at the applicable times via wire transfer of immediately available funds to an account designated by the recipient thereof at least two (2) business days prior to the payment date.

            2.2(e)     Withholding . NRC shall have the right to withhold from all payments and amounts otherwise payable hereunder all Taxes (as defined in Section 3.5(r)) required to be withheld.

3.	REPRESENTATIONS AND WARRANTIES OF COMPANY

        Company makes the following representations and warranties to NRC and Sub, each of which is true and correct on the date hereof, shall remain true and correct to and including the Closing Date, shall be unaffected by any investigation heretofore or hereafter made by NRC or Sub, or any knowledge of NRC or Sub other than as specifically disclosed in the Disclosure Schedule (as defined in Section 12.1) delivered to NRC and Sub at the time of the execution of this Agreement, and shall survive the Closing of the transactions provided for herein. For purposes of this Article 3, all references to “Company” include Company and all Subsidiaries (as defined in Section 3.1(d)) of Company, unless the context otherwise requires.

        3.1.     Corporate .

            3.1(a)     Organization . Company is a corporation duly incorporated and organized and validly existing under the laws of the State of Wisconsin. Company was incorporated on September 15, 2003.

            3.1(b)     Corporate Power . Company has all requisite corporate power and authority to own, operate and lease its properties and to carry on the Business as and where such is now being conducted and to enter into this Agreement and the other documents and instruments contemplated hereby.

            3.1(c)     Qualification . Company is duly licensed or qualified to do business as a foreign corporation, and is in good standing, in each jurisdiction wherein the character of the properties owned or leased by it, or the nature of its business, makes such licensing or qualification necessary. The jurisdictions in which Company is licensed or qualified to do business are listed in Schedule 3.1(c) .

            3.1(d)     Subsidiaries . Schedule 3.1(d) sets forth the name, jurisdiction of incorporation, capitalization and ownership of each corporation or other legal entity in which Company has a direct or indirect equity interest of more than 5% of the total equity interests of such corporation or other entity (“Subsidiary”). Except as set forth in Schedule 3.1(d) , all of the outstanding shares of capital stock of each Subsidiary are owned by Company and are free and clear of any security interest, restriction, option, voting trust or agreement, proxy, encumbrance, claim or charge of any kind whatsoever, and are validly issued, fully paid and nonassessable. Each Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has full corporate power and authority to carry on its business as it is now being conducted and to own and lease the properties and assets it now owns and leases, and (iii) is duly qualified or licensed to do business as a foreign corporation, and is in good standing, in each of the jurisdictions in which such Subsidiary is required to be so qualified or licensed. The copies of the Articles or Certificate of Incorporation and By-Laws of each Subsidiary, including any amendments thereto, that have been heretofore delivered by Company to NRC are true, correct and complete copies of such instruments as presently in effect.

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            3.1(e)     Corporate Documents, etc . The copies of the Amended and Restated Articles of Incorporation and By-Laws of Company, including any subsequent amendments thereto, that have been delivered by Company to NRC are true, correct and complete copies of such instruments as presently in effect. Except as set forth in Schedule 3.1(e) , the corporate minute book and stock records of Company that have been furnished to NRC for inspection are true, correct and complete and accurately reflect all material corporate action taken by Company. The directors and officers of Company are set forth in Schedule 3.1(e) .

            3.1(f)     Capitalization of Company . The authorized capital stock of Company consists entirely of 19,418,400 shares of stock, par value $0.01 per share. No shares of such capital stock are issued or outstanding except for 2,300,002 shares of Common Stock and 1,487,778 shares of Preferred Stock which are owned of record and beneficially by shareholders of Company in the respective numbers set forth in Schedule 3.1(f) . Except as set forth in Schedule 3.1(f) , there have been no anti-dilution or other adjustments under the terms of the Articles of Amendment to the Amended and Restated Articles of Incorporation of Company applicable to the Preferred Stock since the date of its issuance. All such shares of capital stock of Company are validly issued, fully paid and nonassessable. Except as set forth in Schedule 3.1(f) (which sets forth the names of the holders of the securities described therein, number of such securities held, and exercise prices of such securities), there are no (a) securities convertible into or exchangeable for any of Company’s capital stock or other securities, (b) options, warrants or other rights to purchase or subscribe to capital stock or other securities of Company or securities that are convertible into or exchangeable for capital stock or other securities of Company, (c) phantom stock or other rights the value of which is related to Company’s capital stock or other securities, or (d) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of Company, any such convertible or exchangeable securities or any such options, warrants, phantom stock rights or other rights.

            3.1(g)     Authorization; Enforceability . The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Company pursuant hereto and the full performance thereunder have been duly authorized by the Board of Directors of Company. Subject only to obtaining approval of the Merger and this Agreement by the shareholders of Company, no other corporate act or proceeding on the part of Company or its shareholders is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Company pursuant hereto or the consummation of the transactions contemplated hereby and thereby, including the Merger. This Agreement constitutes and, when executed and delivered, the other documents and instruments to be executed and delivered by Company pursuant hereto will constitute, valid and binding agreements of Company, enforceable in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and by general equitable principles.

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        3.2.     Shareholder Authority .

            3.2(a)     Power . Each of Neil Gulsvig and Janice Gulsvig has full power, legal right and authority to enter into, execute and deliver this Agreement and the other documents and instruments contemplated hereby, and to carry out the transactions contemplated hereby.

            3.2(b)     Validity . This Agreement has been duly and validly executed and delivered by each of Neil Gulsvig and Janice Gulsvig and is, and when executed and delivered each of the other documents and instruments contemplated hereby will be, a legal, valid and binding obligation of such individuals, enforceable in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and by general equitable principles.

        3.3.     No Violation . Neither the execution and delivery of this Agreement or the other documents and instruments to be executed and delivered by Company, Neil Gulsvig or Janice Gulsvig pursuant hereto, nor the consummation by Company, Neil Gulsvig or Janice Gulsvig of the transactions contemplated hereby and thereby (a) will violate any statute, law, ordinance, rule or regulation (collectively, “Laws”) or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other (collectively, “Government Entities”), (b) will require any authorization, consent, approval, exemption or other action by or notice to any Government Entity (including, without limitation, under any “plant-closing” or similar law), or (c) subject to obtaining approval of the Merger and this Agreement by the shareholders of Company, and the consents referred to in Schedule 3.3 , will violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any Lien upon any of the assets of Company (or the Stock) under, any term or provision of the Amended and Restated Articles of Incorporation or By-Laws of Company or of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Company, Neil Gulsvig or Janice Gulsvig is a party or by which Company, Neil Gulsvig or Janice Gulsvig or any of its or their assets or properties may be bound or affected.

        3.4.     Financial Statements . Included as Schedule 3.4 are true and complete copies of the financial statements of Company consisting of (a) consolidated balance sheets of Company as of December 31, 2007 and 2006, and the related consolidated statements of income and cash flows for the years then ended (including the notes contained therein or annexed thereto), which financial statements have been audited by, and are accompanied by, the signed, unqualified opinions of Wipfli LLP, independent auditors for Company for such years (including the notes and schedules contained therein or annexed thereto), and (b) an unaudited consolidated balance sheet of Company as of September 30, 2008 (the “Recent Balance Sheet”), and the related unaudited consolidated statements of income and cash flows for the nine (9) months then ended. All of such financial statements, including all notes and schedules contained therein or annexed thereto, are true, complete and accurate in all material respects, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis, have been prepared in accordance with the books and records of Company, and present fairly, in all material respects, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of Company as of the dates and for the years and periods indicated.

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        3.5.     Tax Matters .

            3.5(a)     Provision For Taxes . All Taxes (including any interest and penalties) of Company attributable to periods preceding or ending with the date of the Recent Balance Sheet have been paid or have been included in a liability accrual for the specific Taxes on the Recent Balance Sheet. The provision made for Taxes (excluding any provision for deferred Taxes established to reflect timing differences between book and Tax income) on the Recent Balance Sheet is sufficient for the payment of all Taxes of Company at the date of the Recent Balance Sheet and for all years and periods prior thereto. Since the date of the Recent Balance Sheet, Company has not incurred any Taxes other than Taxes incurred in the ordinary course of business consistent in type and amount with past practices of Company. All Taxes of Company attributable to periods ending on or before the Closing Date shall be paid or shall be included in a liability accrual on the Closing Balance Sheet. All such liability accruals for Taxes are and shall be complete and accurate in all respects.

            3.5(b)     Tax Returns Filed and FIN 48 Compliance . All Tax Returns (as defined in Section 3.5(r)) required to be filed by or on behalf of Company have been timely filed and, when filed, were true, correct and complete. All Taxes owed and/or due, and the Taxes shown as due on such Tax Returns, were paid or adequately accrued. Company is currently not the beneficiary of any extension of time within which to file any Tax Return. All expenses reported on any Tax Return filed by Company represent ordinary and necessary business expenses or otherwise are properly deductible in accordance with applicable Law. True, correct and complete copies of all Tax Returns filed by Company for each of its five (5) most recent fiscal years and all documents confirming the Company’s full compliance with Financial Accounting Standards Board Interpretation No. 48 (“FIN 48”) have been delivered to NRC. Company has adopted FIN 48 as of January 1, 2008 and, in accordance with FIN 48, has determined, assessed and measured, as of, and since, January 1, 2008, the benefits of all material tax positions taken in any income Tax Return, including all significant uncertain positions in all Tax years that are subject to assessment or challenge by relevant Taxing authorities. Company maintains adequate documentation (as required by FIN 48) to support such material positions and the measurement methodology for such position, and have provided such documentation to the NRC on or prior to the date hereof.

            3.5(c)     Withholding . Company has duly withheld and paid all Taxes that it is required to withhold and pay in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party of Company.

            3.5(d)     Tax Audits . No claim has ever been made by any authority in a jurisdiction in which Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction or authority. The Tax Returns of Company that are under audit or have been audited by the Internal Revenue Service or other applicable Tax authorities, together with a true, correct and complete list of all powers of attorney granted by Company with respect to any Tax matter, are set forth in Schedule 3.5(d). Company has not received from the Internal Revenue Service or any other applicable Tax authorities any notice of underpayment or assessment of Taxes or other deficiency that has not been paid or any objection to any Tax Return filed by Company. Company has delivered to NRC true, correct and complete copies of all Tax Returns, examination and audit reports, Internal Revenue Service Forms 3115, proposed and final assessments and statements of deficiencies assessed against or agreed to by Company since January 1, 2002. There are no outstanding agreements, contracts, waivers, or other arrangements extending the statutory period of limitations applicable to any Tax Return or applicable to the assessment or reassessment of any Tax. There is no dispute or claim concerning any Tax of Company either (i) claimed or raised by any authority in writing or (ii) as to which any of Shareholders and the directors and officers (and employees responsible for Tax matters) of Company has knowledge based upon personal contact with any agent of such authority.

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            3.5(e)     Consolidated Group . Company is not, and has never been, a member of an affiliated group of corporations that filed a consolidated tax return.

            3.5(f)     No Tax Liens . Company is not subject to any Liens for Taxes.

            3.5(g)     Tax Attributes . Schedule 3.5(g) sets forth the following information with respect to Company as of the most recent practical date: (i) the original and adjusted basis of Company in each of its assets; and (ii) the amount of any net operating loss, net capital loss, unused research and development or other credit, unused foreign tax or excess charitable contribution of Company.

            3.5(h)     Tax Positions . Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. Company has not received a Tax opinion with respect to any transaction relating to Company other than a transaction in the ordinary course of business. Company is not the direct or indirect beneficiary of a guarantee of Tax benefits or any other arrangement that has the same economic effect with respect to any transaction or Tax opinion relating to Company. Company is not party to an understanding or arrangement described in Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code. Company has not entered into any transaction identified as (i) a “listed transaction” as defined in Treasury Regulation (as defined in Section 3.5(r)) Section 1.6011-4(b)(2), (ii) a “transaction of interest,” as defined in Treasury Regulation Section 1.6011-3(b)(6) or (iii) any transaction that is “substantially similar” (within the meaning of Treasury Regulation Section 1.6011-4(c)(4)) to a “listed transaction” or a “transaction of interest,” or (iii) entered into any other transaction that required or will require the filing of an Internal Revenue Service Form 8886. Company is not party to a lease arrangement involving a defeasance of rent, interest or principal.

            3.5(i)     Consents and Rulings . Company has not (i) filed any consent or agreement under Section 341(f) of the Code, (ii) applied for any Tax ruling, (iii) entered into a closing agreement as described in Section 7121 of the Code or otherwise (or any corresponding or similar provision of state, municipal, county, local, foreign or other Tax Law) or any other agreement or contract with any Tax authority, (iv) filed an election under Section 338(g) or Section 338(h)(10) of the Code (nor has a deemed election under Section 338(e) of the Code occurred), (v) made any payments, or been a party to an agreement or contract (including this Agreement) that under any circumstances could obligate it or NRC to make payments (either before or after the Closing Date) that will not be deductible because of Section 162(m) or Section 280G of the Code, (vi) been a party to any Tax allocation, Tax sharing or Tax indemnification contract or other arrangement or (vii) filed or made any election for federal income Tax purposes under Sections 108, 168, 338, 341, 441, 471, 1017, 1033, 1502 or 4977 of the Code.

            3.5(j)     Real Property Holding Company . Company is not a “United States real property holding company” within the meaning of Section 897 of the Code.

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            3.5(k)     Accounting Methods . Company has not agreed, nor is it required to make, any adjustment under Section 263A, Section 481 or Section 482 of the Code (or any corresponding or similar provision of state, municipal, county, local, foreign or other Tax Law) by reason of a change in accounting method or otherwise.

            3.5(l)     Section 355 Transactions . Company has not been the “distributing corporation” or a “controlled corporation” (within the meaning of Section 355 of the Code) with respect to a transaction described in Section 355 of the Code.

            3.5(m)     Foreign Tax Matters . Company does not have a permanent establishment in any foreign country, as defined in any applicable Tax treaty or convention between the United States and such foreign country. Company has not participated in an international boycott, as defined in Section 999 of the Code.

            3.5(n)     Tax Agreements and Arrangements . Company is in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or contracts or Tax orders of any government or governmental entity to which it may be subject or that it may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance. No property of Company (i) is subject to a tax benefit transfer lease subject to the provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, (ii) is “tax-exempt use property” within the meaning of Section 168(h) of the Code or (iii) secures any debt the interest on which is exempt from Tax under Section 103 of the Code.

            3.5(o)     Effect of Transaction . Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) installment sale or open transaction disposition made on or prior to the Closing Date, (ii) prepaid amount received or accrued on or prior to the Closing Date or (iii) method of accounting, including the use of the cash, modified cash, or modified accrual method of accounting, that defers the recognition of income to any period ending after the Closing Date.

            3.5(p)     No Equity Ownership Interests . Except as set forth in Schedule 3.5(p), Company does not own, directly or indirectly, any capital stock, option, warrant, convertible debt, restricted equity, or any other ownership or equity interest in any person.

            3.5(q)     Code Section 409A Compliance . Any Employee Plan (as defined in Section 3.16(a)) that is a deferred compensation arrangement that is subject to, and not exempt from, Section 409A of the Code has been in good faith operational compliance with Section 409A of the Code on or after January 1, 2005, or if later, the date the legally binding right to such deferred compensation first arose.

            3.5(r)     Definitions .

(i) “ Code ”means the Internal Revenue Code of 1986, as amended.

(ii) “ Taxes ” means any federal, state, county, local, territorial, provincial, or foreign income, net income, gross receipts, single business, commercial activity, unincorporated business, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, gains, withholding, social security (or similar), payroll, unemployment, disability, workers compensation, real property, personal property, ad valorem, replacement, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition, whether or not disputed and whether or not disputed and whether imposed by law, order, contract or otherwise.

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(iii) “ Tax Return ” means any return, declaration, report, estimate, claim for refund, or information return or statement relating to, or required to be filed in connection with, any Taxes, including any schedule, form, attachment or amendment.

(iv) “ Treasury Regulations ” means the Treasury Regulations promulgated under the Code, as such Treasury Regulations may be amended from time to time. Any reference herein to a particular provision of the Treasury Regulations means, where appropriate, the corresponding successor provision.

        3.6.     Accounts Receivable . All accounts receivable of Company reflected on the Recent Balance Sheet, and as incurred in the normal course of business since the date thereof, represent arm’s length sales actually made in the ordinary course of business; are collectible (net of the reserve shown on the Recent Balance Sheet for doubtful accounts) in the ordinary course of business and without the necessity of commencing legal proceedings; and to Company’s knowledge are subject to no counterclaim or setoff and are not in dispute. Schedule 3.6 contains an aged schedule of accounts receivable included in the Recent Balance Sheet. Schedule 3.6 also identifies (a) any account receivable which is being retained by the customer pending completion or other milestone of the applicable contract; (b) any account receivable which is payable in installments over an extended period of time of at least 120 days; and (c) any sums owing to Company from employees of Company in excess of $20,000 in the aggregate or $10,000 from any one individual. All accounts receivable of Company reflected on the Closing Balance Sheet will represent arm’s length sales actually made in the ordinary course of business and will be collected (net of the reserve shown on the Closing Balance Sheet for doubtful accounts) in the ordinary course of business without the necessity of commencing legal proceedings and will be subject to no counterclaim or set off.

        3.7.     Work-in-Process . All work-in-process of Company constitutes items in process of production pursuant to contracts or open orders taken in the ordinary course of business, from regular customers of Company with no recent history of credit problems with respect to Company; neither Company nor, to Company’s knowledge, any such customer is in breach of the material terms of any obligation to the other, and, to Company’s knowledge, no valid grounds exist for any set off of amounts billable to such customers on the completion of orders to which work in process relates. All work-in-process of Company is of a quality ordinarily produced in accordance with the requirements of the orders to which such work in process is identified and such work in process meets all deliverable requirements in all material respects and satisfies in all material respects the percentage of completion method of revenue recognition (in accordance with GAAP) and all contractual time and scope standards.

        3.8.     Absence of Certain Changes . Except as and to the extent set forth in Schedule 3.8 , since the date of the Recent Balance Sheet there has not been:

            3.8(a)     No Adverse Change . Any material adverse change in the financial condition, assets, liabilities, business, prospects or operations of the Business or Company and its Subsidiaries taken as a whole;

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            3.8(b)     No Damage . Any material loss, damage or destruction, whether covered by insurance or not, affecting the Business or Company’s properties;

            3.8(c)     No Increase in Compensation . Any increase in the compensation, salaries or wages payable or to become payable to any employee or agent of Company (including, without limitation, any increase or change pursuant to any bonus, pension, profit sharing, retirement or other plan or commitment), or any bonus or other employee benefit granted, made or accrued; or any increase in the number of employees of Company employed in the Business;

            3.8(d)     No Labor Di