ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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This Asset Purchase Agreement involves

LECG Corporation | LECG, LLC | Secura Group, LLC | William M. Isaac | Wendi Lonnquist

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Title: ASSET PURCHASE AGREEMENT
Governing Law: California Date: 5/10/2007
Law Firm: LECG, LLCp; Folger Levin & Kahn, LLP; Cleary Gottlieb Steen & Hamilton LLP

ASSET PURCHASE AGREEMENT, Parties: lecg corporation , lecg llc , secura group llc , william m. isaac , wendi lonnquist

Exhibit 10.77

A MARK OF *** IN THE TEXT OF THIS EXHIBIT INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED. THIS EXHIBIT, INCLUDING THE OMITTED PORTIONS, HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “ Agreement ”) is entered into as of March 9, 2007 by and among The Secura Group, L.L.C., a Delaware limited liability company (“ Seller ”), LECG, LLC, a California limited liability company (“ Purchaser ”), LECG Corporation, a Delaware corporation (“ Parent ”), Jeffrey M. Curry (“ Curry ”), William M. Isaac (“ Isaac ”), Daniel T. Krabill (“ Krabill ”), Wendi Lonnquist (“ Lonnquist ”), Margaret L. Maguire (“ Maguire ”), John H. Maher (“ Maher ”), Michael A. Mancusi (“ Mancusi ”), Walter J. Mix, III (“ Mix ”), Mary T. Somerville (“ Somerville ”), and Leeto J. Tlou (“ Tlou ”). Curry, Isaac, Krabill, Lonnquist, Maguire, Maher, Mancusi, Mix, Somerville, and Tlou are individually referred to herein each as a “ Member ” and collectively as the “ Members .” Seller and the Members are collectively referred to in this Agreement as the “ Seller Parties .”

RECITALS

A . Seller provides expert, consulting and regulatory compliance services in the financial services industry (the “ Business ”).

B . Seller desires to sell to Purchaser, on the terms and conditions set forth in this Agreement, substantially all of the assets of Seller used in the Business.

C . Purchaser desires to purchase substantially all of the assets of Seller used in the Business and is prepared to assume certain specified liabilities and obligations of Seller on the terms and conditions set forth in this Agreement.

D . The Members own all of the equity interests in Seller to the extent provided herein, and desire that the transactions described in this Agreement be consummated.

E. In connection with the purchase and sale of substantially all of the assets of Seller, Purchaser will also retain the services of each Member except for Maguire (each Member other than Maguire, a “ Secura Director ”) pursuant to the terms of a Director Agreement to be entered into by and between each Secura Director and Purchaser as of the Closing Date in substantially the form of Exhibits A-1 through A-9 attached to this Agreement (each, a “ Director Agreement ”), and Isaac and Mancusi will become “Managing Directors” of Purchaser (as that term is used by Purchaser).

AGREEMENT

In consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Certain Definitions.

As used in this Agreement, the following terms will have the meanings indicated.

“ 1933 Act ” means the federal Securities Act of 1933, as amended, and the respective rules and regulations promulgated thereunder.

“ 1934 Act ” means the federal Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder.

“ Accounts Receivable ” has the meaning given in Section 2.2.6.

“ Additional Payment ” has the meaning given in Section 3.3.1.

“ Additional Payment Accounting ” has the meaning given in Section 3.3.4.

“ Additional Payment Computation ” has the meaning given in Section 3.3.6.

“ Additional Payment Period ” has the meaning given in Section 3.3.1.

“ Agreement ” has the meaning given in the Preamble to this Agreement.

“ Allocation Schedule ” has the meaning given in Section 3.2.

“ Assignment and Assumption Agreement ” has the meaning given in Section 2.3.

“ Assumed Liabilities ” has the meaning given in Section 2.3.

“ Business ” has the meaning given in Recital A to this Agreement.

“ Cause ” means any of the following grounds for termination by Purchaser of the employment of any Secura Director: (i) the commission of a felony, as determined by a court of competent jurisdiction; (ii) the commission of any willful act involving dishonesty or fraud with respect to Purchaser or Parent or involving illegal harassment of or discrimination against any employee of Purchaser or Parent; (iii) willful misappropriation of funds or assets of Purchaser or Parent for personal use; (iv) failure to comply with material written policies of LECG (such as human resources or conflict check policies) that is not cured within 30 days after written notice from Purchaser describing the failure to perform and demanding immediate performance; provided , however , that if a cure is not practical within 30 days, and the Secura Director commences to effect a cure within the foregoing 30-day period, he or she will be permitted reasonable additional time to cure so long as he or she diligently continues to seek to effect a cure; (v) gross negligence or willful misconduct in the performance of material duties under that Secura Director’s Director Agreement that is capable of cure and is not cured within 10 days after written notice from Purchaser describing such

A mark of *** on this page indicates that confidential material has been omitted. This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

negligence or misconduct; provided , however , that if a cure is not practical within 10 days, and the Secura Director commences to effect a cure within the foregoing 10-day period, he or she will be permitted reasonable additional time to cure so long as he or she diligently continues to seek to effect a cure; (vi) a material breach of this Agreement that involves fraud; (vii) a material breach of Section 4 of this Agreement that is not cured within 30 days after written notice from Purchaser describing that breach; or (viii) a material willful breach of Purchaser’s Corporate Code of Conduct, as may be amended by Purchaser and provided in writing to the Secura Director from time to time. A copy of Purchaser’s Corporate Code of Conduct in effect as of the Closing Date is attached to this Agreement as Exhibit B .

“ Client Prepaid Balance ” has the meaning given in Section 3.6.

“ Closing ” has the meaning given in Section 6.1.

“ Closing Date ” has the meaning given in Section 6.1.

“ Closing Payment ” has the meaning given in Section 3.1.

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

“ Colton ” has the meaning given in Section 10.6.

“ Contracts ” has the meaning given in Section 7.9.

“ Cost of Services ” for a particular period of time means ***.

“ Curry ” has the meaning given in the Preamble to this Agreement.

“ Delivery Instructions ” has the meaning given in Section 3.3.5.

“ Director Agreement ” has the meaning given in Recital E to this Agreement.

“ Disagreement Notice ” has the meaning given in Section 3.3.6.

“ Dispute ” has the meaning given in Section 21.

“ Documents ” has the meaning given in Section 2.1.10.

“ Enforceability Limitations ” means (i) bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting or limiting the enforcement of creditors’ rights generally and (ii) the discretion of the appropriate court with respect to specific performance, injunctive relief or other equitable remedies.

“ Employee Benefit Plan ” means all plans, contracts, schemes, programs, funds, commitments or arrangements providing money, services, property, or other benefits, whether written or oral, formal or informal, qualified or non-qualified, funded or unfunded and including any that have been frozen or terminated, which pertain to any employee, former employee, partner, consultant or independent contractor of Seller and identified on Schedule 7.13 .

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Errors and Omissions Tail Policy ” has the meaning given in Section 11.5.

“ Escrow Account ” has the meaning given in Section 6.3.1.

“ Escrow Agent ” has the meaning given in Section 6.3.1.

“ Escrow Agreement ” has the meaning given in Section 6.3.1.

“ Excluded Assets ” has the meaning given in Section 2.2.

“ Excluded Liabilities ” has the meaning given in Section 2.4.

“ Financial Statements ” has the meaning given in Section 7.5.

“ Fixed Assets ” has the meaning given in Section 2.1.1.

“ Fraud ” means actual fraud, as defined in Section 1572 (or any successor provision thereto) of the California Civil Code.

“ GAAP ” means generally accepted accounting principles as applied in the United States.

“ Governmental Body ” means any foreign, federal, state, local or other governmental authority or regulatory body.

“ Gross Margin ” means ***. Gross Margin will be expressed as a percentage. A sample calculation of Gross Profit, Revenue, Cost of Services and Gross Margin is attached hereto as Exhibit C .

“ Gross Profit ” means ***.

“ Hired Employees ” has the meaning given in Section 5.2.

“ Independent Firm ” has the meaning given in Section 3.3.6.

“ Intellectual Property Rights ” means (a) all trademarks, service marks, trade dress, logos, trade names, domain names and corporate names, together with all translations, adaptations, derivations and combinations thereof, and all applications, registrations and renewals in connection therewith, (b) all copyrightable works, all copyrights, software, and all applications, registrations and renewals in connection therewith, (c) all trade secrets and confidential business information (including, without limitation, all research, techniques, models, databases, specifications, customer and supplier lists, pricing and cost information, means and methods of doing business, and business and marketing plans and proposals), (d) all proprietary rights, databases and computer models, (e) all copies and tangible embodiments of the foregoing (in whatever form or medium), and (f) any remedies against infringements of the foregoing and rights to protection of interest in the foregoing under the laws of all jurisdictions (including foreign jurisdictions), if any.

“ Interim Financial Statement ” has the meaning given in Section 7.5.

“ Interim Financial Statement Date ” has the meaning given in Section 7.5.

“ Isaac ” has the meaning given in the Preamble to this Agreement.

“ Knowledge ” of Seller or the Members means facts or matters actually known by one or more Members; Knowledge of Purchaser means facts or matters actually known by one or more executive officers or directors of Purchaser or Parent.

“ Krabill ” has the meaning given in the Preamble to this Agreement.

“ Liens ” means, collectively, any mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim or encumbrance.

“ Leases ” has the meaning given in Section 2.1.11.

“ Lease Assignment ” has the meaning given in Section 6.2.7.

“ Lonnquist ” has the meaning given in the Preamble to this Agreement.

“ Losses ” has the meaning given in Section 14.1.

“ Maguire ” has the meaning given in the Preamble to this Agreement.

“ Maher ” has the meaning given in the Preamble to this Agreement.

“ Mancusi ” has the meaning given in the Preamble to this Agreement.

“ Material ,” or any variation thereof, means, with respect to an obligation, contract, commitment or Lien, any obligation, contract, commitment or Lien that requires a future expenditure of more than *** or that resulted in an expenditure of more than *** in the most recent calendar year based on records reasonably available as of the date of this Agreement.

“ Material Adverse Change ” or “ Material Adverse Effect ” means a material adverse change in, or effect on, the business, assets (including intangible assets), financial condition or results of operations, taken as a whole, of Seller, Purchaser, or Parent, as applicable; provided, that none of the following (individually or in combination) will be deemed to constitute, or will be taken into account in determining whether there has been or would be, a Material Adverse Change or Material Adverse Effect: any event, violation, inaccuracy, circumstance or other matter resulting primarily from or relating primarily to (directly or indirectly) (i) general economic changes in conditions affecting the industry in which the Seller or Purchaser, as applicable, participates or in the United States economy as a whole, except to the extent disproportionately affecting that party relative to other participants in that party’s industry, or (ii) the announcement or pendency of the transactions contemplated by this Agreement.

“ Mediation Notice ” has the meaning given in Section 21.

“ Mediator ” has the meaning given in Section 21.

“ Member ” and “ Members ” have the meaning given in the Preamble to this Agreement.

“ Member Percentage Interest ” means the ownership percentages set forth by the name of each Member in Schedule 3.1 , which percentages are in accordance with the provisions of the Operating Agreement; provided, for the avoidance of doubt, that such percentages take no account of any claims or allegations advanced by Donald J. Orndorff.

“ Mix ” has the meaning given in the Preamble to this Agreement.

“ Net Loss ” has the meaning given in Section 14.4.1.

“ New Hire ” has the meaning given in Section 3.4.

“ Non-solicitation Period ” means ***.

“ Operating Agreement ” has the meaning given in Section 6.2.11.

“ Owned IP Assets ” has the meaning given in Section 2.1.3.

“ Parent ” has the meaning given in the Preamble to this Agreement.

“ Parent SEC Report ” has the meaning given in Section 8.5.

“ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended.

“ Permitted Liens ” means those Liens that Purchaser and Seller have mutually agreed will remain in place against the Purchased Assets as of the Closing Date, and which Liens are listed on Schedule 7.7 attached to this Agreement.

“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or Governmental Body.

“ Proposing Party ” has the meaning given in Section 21.

“ Protected Party ” has the meaning given in Section 10.1.

“ Purchase Price ” has the meaning given in Section 3.1.

“ Purchased Assets ” has the meaning given in Section 2.1.

“ Purchaser ” has the meaning given in the Preamble to this Agreement.

“ Purchaser Funds ” has the meaning given in Section 10.4.2.

“ Purchaser Indemnitee ” has the meaning given in Section 14.1.1.

“ Recipient ” has the meaning given in Section 10.1.

“ Restricted Activities ” means the Business as operated by the Secura Directors on or prior to the Closing Date; provided , however , that providing services as an employee of a college, university or other educational institution or as an employee of a governmental agency will not constitute Restricted Activities.

“ Restrictive Period ” means ***.

“ Retained Business Records ” has the meaning given in Section 10.5.

“ Revenue ” for a particular period of time means ***.

“ Revised Client Prepaid Balance ” has the meaning given in Section 3.6.

“ Secura Director ” has the meaning given in Recital E to this Agreement.

“ Secura Practice ” means the client matters of any type attributable to any Secura Director, Seller Affiliate or a New Hire in accordance with Purchaser’s standard practice.

“ Seller ” has the meaning given in the Preamble to this Agreement. References to “Seller” will be deemed to include its successors in interest, if any.

“ Seller Affiliate ” means a party affiliated with Seller as an employee or independent contractor at or prior to the Closing. For example, an employee of the company at the Closing and an independent contractor who had provided services through Seller to Seller clients prior to the Closing, would both be deemed a Seller Affiliate; whereas an employee who is hired after the Closing and who had no prior affiliation with Seller would not be deemed a Seller Affiliate.

“ Seller Funds ” has the meaning given in Section 10.4.3.

“ Seller Indemnitee ” has the meaning given in Section 14.2.1.

“ Seller Parties ” has the meaning given in the Preamble to this Agreement.

“ Seller Representative ” means, collectively, the two Persons authorized by the Seller Parties to jointly give instructions, take actions, perform duties, respond to inquiries from Purchaser or Parent, and otherwise represent the interests of the Seller Parties for purposes of this Agreement. The Seller Representative will be Isaac and Mancusi, until changed by advance written notice to Purchaser. The Seller Parties will have the right to give written notice to Purchaser at any time, and from time to time, that the Seller Representative means only one Person. All jointly made acts of the Seller Representative will be binding on the Seller Parties for all purposes, and Purchaser and Parent may rely on the authority of the Seller Representative, as so jointly expressed, for all purposes. So long as the Seller Representative consists of two Persons, any instruction, notice or communication purportedly received from the Seller Representative that does not bear the two signatures of the Persons authorized to jointly serve as Seller Representative may be disregarded by Purchaser upon notice to both Seller Representatives (which notice may be sent electronically notwithstanding the provisions of Section 17 hereof), in which case it will have no force or effect until joint instructions signed by both authorized Persons are received.

“ Somerville ” has the meaning given in the Preamble to this Agreement.

“ Tax ” (and “ Taxes ”) means (i) any federal, state, local or foreign net income, alternative or add-on minimum, gross income, gross receipts, property, sales, use, transfer, gains, license, excise, employment, payroll, withholding or minimum tax; or (ii) any other tax custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty thereon, addition to tax or additional amount imposed by any taxing authority.

“ Territory ” means the locations within the United States and locations within other countries throughout the world, if any, where Seller conducts the Business as of the Closing Date.

“ Third Person Licenses ” means Seller’s licenses to third Person software and other technology used by Seller in connection with the Business as currently conducted, except for clickwrap or open source software and personal computers and servers.

“ Tlou ” has the meaning given in the Preamble to this Agreement.

“ Transaction Documents ” has the meaning given in Section 3.1.

“ Transferred Business Records ” has the meaning given in Section 10.5.

“ WARN Act ” means the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2102 et seq .

“ Year-End Financial Statements ” has the meaning given in Section 7.5.

2. Sale And Purchase Of Assets.

2.1 Purchased Assets . Subject to the terms and conditions of this Agreement, on the Closing Date, Seller will sell, convey, assign, transfer and deliver to Purchaser and Purchaser will purchase, receive and accept delivery from Seller, free and clear of all Liens (other than Permitted Liens), all of Seller’s then existing properties and assets (other than the Excluded Assets) of every kind and nature, real, personal or mixed, tangible or intangible, wherever located, used in connection with the Business (collectively, the “ Purchased Assets ”), including, without limitation, all right, title and interest of Seller in, to and under:

2.1.1 All equipment and physical plant, including, without limitation, furniture, furnishings, trade fixtures, leasehold improvements, computers, servers, telephone equipment and all other owned and leased tangible personal property used in the Business as listed on Schedule 2.1.1 attached to this Agreement and incorporated in this Agreement by this reference (the “ Fixed Assets ”);

2.1.2 All of the assets reflected on the Interim Financial Statement, other than the Excluded Assets and those assets disposed of after the Interim Financial Statement Date in the ordinary course of business consistent with past practice;

2.1.3 All Intellectual Property Rights owned, used by, and (in the case of copies and tangible embodiments of Intellectual Property Rights) in the possession of Seller in connection with the Business as currently conducted that are capable of assignment (the “ Owned IP Assets ”) and the goodwill associated therewith, including, without limitation, the trade names “Secura” and “Secura Group.”

2.1.4 All of the Contracts, including, without limitation, the Third Person Licenses;

2.1.5 All rights to payment as a consequence of (i) deposits and prepayments listed on Schedule 2.1.5 attached to this Agreement and incorporated in this Agreement by this reference, and (ii) refunds, rights of set off, rights of recovery, rights to payment or proceeds under contracts of insurance to the extent applicable to an Assumed Liability and claims or causes of action relating to the Purchased Assets that arise on or after the Closing (except for refunds of Taxes to the extent provided in Section 10.3); provided , however , that nothing in the foregoing will be construed to prevent Seller from asserting any such rights, claims or causes of action as a defense in any legal proceeding;

2.1.6 Cash in an amount equal to the sum of (a) all client retainer balances that have been paid as of January 31, 2007 but not applied to work performed on or prior to January 31, 2007, as set forth in Schedule 2.1.6 and (b) payments received from clients for services that have not been rendered as of January 31, 2007, as set forth in Schedule 2.1.6 , subject to adjustment through the Closing Date as provided in Section 3.6;

2.1.7 All general intangibles used by the Business, including, without limitation, all corporate goodwill of Seller;

2.1.8 All other assets of Seller used by the Business, whether or not reflected on the books or records of Seller or the Business;

2.1.9 All creative materials, advertising and promotional materials used in connection with the Business, wherever stored or located;

2.1.10 All files, documents, correspondence, studies, reports, books and records of Seller (including all data and other information stored on discs, tapes or other media), client lists, client records and credit data, computer programs, software, and hardware owned and used by Seller in connection with the Business (collectively, the “ Documents ”); and

2.1.11 All rights and obligations of Seller under (i) that certain Office Lease dated March 22, 2006 by and between Seller, as tenant, and Tysons International Plaza I & II, L.P., as landlord, for the premises located at 1921 Gallows Road, 9th Floor, Vienna, Virginia , and (ii) that certain Office Lease Agreement (as amended) dated August 1, 2001 by and between Seller, as tenant, and EOP-550 South Hope Street, L.L.C., as landlord, for the premises located at 550 South Hope Street, Los Angeles, California (the leases described in clauses (i) and (ii) collectively, the “ Leases ”).

2.2 Excluded Assets . Notwithstanding the provisions of Section 2.1, the Purchased Assets will not include the following (collectively, the “ Excluded Assets ”):

2.2.1 All membership interests (or other equity interests), certificates, books, and records relating to the formation, maintenance and existence of Seller as a limited liability company;

2.2.2 All taxpayer and other identification numbers;

2.2.3 All Tax returns filed by any Seller Party and associated Tax records;

2.2.4 Any contracts, agreements or understandings between or among Seller and the Members;

2.2.5 All Seller insurance policies and all prepaid expenses and deposits related thereto, subject, however, to Purchaser’s rights under Section 2.1.5 under claims-made insurance policies or the Errors and Omissions Tail Policy;

2.2.6 All work in process and accounts receivable, including billable expenses, whether billed or unbilled, with respect to client work of Seller that has been performed as of the Closing Date (“ Accounts Receivable ”);

2.2.7 Any rights in any matters that have been closed prior to the Closing Date, provided , however , that Purchaser will have the right to perform follow-on and related work with respect to such matters;

2.2.8 All cash of Seller as of the Closing Date in excess of the cash amount specified in Section 2.1.6;

2.2.9 All rights of Seller under this Agreement;

2.2.10 All Retained Business Records;

2.2.11 All rights to payment as a consequence of refunds, rights of set off, rights of recovery, and claims or causes of action relating to the Business (including Tax refunds) that are attributable to periods (or portions thereof) before the Closing; and

2.2.12 All interests of Seller in or to E-cruit LLC or Secura Burnett Company.

2.3 Assumed Liabilities . On the Closing Date, Purchaser and Seller will enter into an assignment and assumption agreement in substantially the form attached to this Agreement as Exhibit D (the “ Assignment and Assumption Agreement ”) pursuant to which Seller will assign, and Purchaser will assume and agree to perform, discharge and

satisfy, in accordance with their respective terms and subject to the respective conditions thereof, only the following obligations and liabilities of Seller (the “ Assumed Liabilities ”): (a) all liabilities and obligations of Seller incurred, attributable to or otherwise arising under the Contracts or the Leases on or after the Closing Date; (b) obligations and liabilities relating to client retainer balances that are transferred to Purchaser under Section 2.1.6; and (c) all other liabilities and obligations incurred on or after the Closing Date in connection with or arising from the conduct of the Business by Purchaser.

2.4 Excluded Liabilities . Notwithstanding anything to the contrary contained in this Agreement, Purchaser will not assume or be liable for, and Seller will retain and remain responsible for, all of Seller’s debts, liabilities and obligations, of any nature whatsoever, other than the Assumed Liabilities, whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, whether related to the Purchased Assets, the Business, the Excluded Assets or otherwise, and regardless of when asserted (the “ Excluded Liabilities ”). Without limiting the scope of Excluded Liabilities under this Section 2.4, Excluded Liabilities specifically include (a) any liabilities with respect to Taxes for which Seller is liable pursuant to Section 10.3 of this Agreement, including without limitation any Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor or other Person, and any Taxes required to have been withheld under Section 1445 of the Code; (b) all liabilities and obligations of Seller arising out of or relating to any actions or omissions of employees, consultants, independent contractors and experts of any kind occurring before the Closing Date, including, without limitation, relating to acts or omissions in connection with the performance of services for clients of Seller and unlawful discrimination or harassment, (c) all liabilities and obligations of Seller arising out of or in connection with E-cruit LLC, Secura Burnett Company or any other subsidiary of Seller; (d) any costs and expenses incurred by the Seller Parties incident to the negotiation and preparation of this Agreement and their performance and compliance with the agreements and conditions contained in this Agreement; and (e) any liabilities in connection with any claims for conduct or agreements occurring prior to the Closing that are asserted by Donald J. Orndorff or Jack Pierce.

3. Consideration.

3.1 Purchase Price and Payment . The purchase price for the Purchased Assets (the “ Purchase Price ”) is Nine Million Five Hundred Thousand Dollars ($9,500,000) (the “ Closing Payment ”), plus an amount equal to the Additional Payment, if any, made to Seller. As partial consideration for the sale, assignment, transfer and delivery of the Purchased Assets, the assumption of the Assumed Liabilities, and the execution and delivery of this Agreement and any related documents referenced in this Agreement (collectively, the “ Transaction Documents ”) by Seller to Purchaser. Purchaser will make the Closing Payment to Seller in cash at the Closing by (i) wire transfer of *** in immediately available funds pursuant to wire instructions that Seller

will supply to Purchaser at least three (3) business days before the Closing Date and (ii) wire transfer of *** in immediately available funds to the Escrow Account pursuant to wire instructions that Purchaser shall obtain from the Escrow Agent at least three (3) business days before the Closing Date. Distributions of the Closing Payment by Seller to the Members must be made in accordance with the Member Percentage Interests.

3.2 Allocation of Purchase Price . The Purchase Price for the Assets will be allocated as agreed by the parties. Purchaser and Seller agree to prepare the allocation in a manner that is reasonable and in accordance with the requirements of Section 1060 of the Code, and the regulations promulgated thereunder (the “ Allocation Schedule ”), and that any Additional Payment will be allocated to goodwill unless otherwise required by GAAP. After the Closing and following the receipt of any Additional Payment, and on any other occasion on which the purchase price is adjusted, Purchaser and Seller will each file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax returns, in accordance with the Allocation Schedule. Purchaser and Seller each agree to provide the other promptly with any other information required to complete Form 8594. With respect to any Tax returns filed by Seller, any Member, Purchaser or Parent, (i) no party will take a position on any Tax return (including IRS Form 8594), before any Tax Authority or in any judicial proceeding, that is in any way inconsistent with the Allocation Schedule without the written consent of both Seller and Purchaser or unless specifically required pursuant to a determination by an applicable Tax Authority; (ii) the parties will cooperate with each other in connection with the preparation, execution and filing of all Tax returns related to the Allocation Schedule; and (iii) the parties will promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to such allocation.

3.3 Additional Payment of Purchase Price .

3.3.1 In addition to the Closing Payment set forth in Section 3.1, and subject to the conditions set forth in this Section 3.3, Purchaser will make a payment (the “ Additional Payment ”) to Seller in an amount of up to Two Million Five Hundred Thousand Dollars ($2,500,000) as soon as practical after the expiration of the period from the Closing Date through December 31, 2010 (the “ Additional Payment Period ”).

3.3.2 Calculation of Additional Payment . For purposes of calculating the compound annual growth rate of Revenue for this Section 3.3.2, Revenue for 2007 will be annualized (on the basis of a 365-day year) from the Closing Date through December 31, 2007.

(a) If ***, the Additional Payment will not be earned or payable.

(b) If ***, the Additional Payment will equal One Million Two Hundred Fifty Thousand Dollars ($1,250,000).

3.3.3 Distribution of the Additional Payment (if earned and payable) by Seller to the Members must be made in proportion to the respective Member Percentage Interest of each Member.

3.3.4 Within thirty (30) days after the end of each calendar month during the Additional Payment Period, Purchaser will issue a report to the Seller Representative that details for each of those periods (and cumulatively to date for the then-current calendar year) the calculation of Revenue, Cost of Services, Gross Profit, and Gross Margin (collectively, the “ Additional Payment Accounting ”). Purchaser will pay all reasonable expenses in connection with the preparation of the Additional Payment Accounting and determination of the Additional Payment under this Section 3.3.4.

3.3.5 As soon as practical after the expiration of the Additional Payment Period, Purchaser will provide to Seller the Additional Payment Accounting for the entire Additional Payment Period together with the Additional Payment (if earned pursuant to the terms of this Section 3.3), which will be paid in cash by Purchaser to Seller in accordance with written payment instructions (the “ Delivery Instructions ”) that Seller will provide to Purchaser within ten (10) days of Purchaser’s requesting the same. The Delivery Instructions will specify the address (or addresses) to which a check (or checks) for such amount will be sent (or appropriate account and other information for purposes of delivery of such amount by wire transfer of immediately available funds).

3.3.6 Seller or its designated agent may audit and/or inspect Purchaser’s records, books, accounts and other data relating to the calculation of the Additional Payment. Seller must give Purchaser not less than ten (10) days’ written notice of its intention to conduct any such audit and may conduct no more than two such audits per calendar year. Seller may also conduct an audit within thirty (30) days after receipt of the final Additional Payment Accounting and the Additional Payment (if any). Any audit must occur during Purchaser’s regular business hours and must be conducted in a manner that is reasonably designed to minimize disruptions to Purchaser’s business operations. All such audits will be conducted at Seller’s own cost and expense. If within fifteen (15) days after completion of any audit pursuant to this Section 3.3.6, the Seller Representative delivers written notice to Purchaser that the Seller Parties disagree with the Additional Payment Accounting or the calculation of the Additional Payment (the “ Disagreement Notice ”), then Seller and Purchaser will attempt in good faith to determine mutually the correct Additional Payment Accounting or the amount of the Additional Payment, as applicable. If Seller and Purchaser cannot in good faith mutually resolve their differences regarding the Additional Payment Accounting or the Additional Payment within fifteen (15) days after delivery of the Disagreement Notice (or such longer period as mutually agreed by Seller and Purchaser), then a reputable regional accounting firm, excluding the firm or firms that represent Purchaser and Seller, jointly

selected by Seller and Purchaser (the “ Independent Firm ”), will determine the appropriate Additional Payment Accounting and/or compute the amount of the Additional Payment, as applicable (in either case, the “ Additional Payment Computation ”). The Additional Payment Computation will be final, conclusive and binding on the parties to this Agreement. If (i) the amount of the Additional Payment Accounting calculated under the Additional Payment Computation exceeds by more than 5% the amount of the Additional Payment Accounting as calculated and provided to Seller by Purchaser, (ii) the Additional Payment Computation indicates that the Additional Payment was due and payable when Purchaser had notified Seller that it was not, or (iii) the Additional Payment Computation indicates that a higher Additional Payment was due and Payable than Purchaser calculated and delivered to Seller, then Purchaser will reimburse Seller for the cost of the audit that led to the Disagreement Notice (notwithstanding anything in this Section 3.3.6 to the contrary) and will be responsible for the costs of performing the Additional Payment Computation. Otherwise, Seller will be responsible for the costs of the Additional Payment Computation. If the Additional Payment Computation indicates that the Additional Payment Accounting is less than that calculated by Purchaser, Purchaser may adjust its Additional Payment Accounting downward to match the Additional Payment Computation. In the case of clause (ii) or (iii) above, Purchaser also will pay the difference to Seller between any Additional Payment made and the Additional Payment calculated under the Additional Payment Computation, plus accrued interest on such difference at six percent (6%) from the date the Additional Payment was originally due, in accordance with the Delivery Instructions no later than five (5) days following receipt of the Additional Payment Computation. If the amount of the Additional Payment calculated under the Additional Payment Computation is less than the amount calculated under the Additional Payment Accounting, then Seller will reimburse Purchaser for the difference no later than five (5) days following receipt of the Additional Payment Computation.

3.4 Operational Impact on Additional Payments . ***

3.5 Accounts Receivable . Schedule 3.5 sets forth an accurate breakdown and aging of all Accounts Receivable, including a complete itemization of all related invoices, that have been billed as of January 31, 2007. In order to also capture all Accounts Receivable as of the Closing Date, Seller will provide Purchaser, at Seller’s expense, with an updated Schedule 3.5 , not later than the thirtieth (30th) day following the Closing Date. Any amount of the Accounts Receivable collected by Purchaser will be remitted to Seller reasonably promptly following collection.

3.6 Client Prepaid Balances. Schedule 2.1.6 sets forth accurate balances for (a) all client retainer balances that have been paid as of January 31, 2007 but have not been applied to work performed on or prior to January 31, 2007 and (b) payments received from clients for services that have not been rendered as of January 31, 2007 ((a) and (b) collectively, the “ Client Prepaid Balances ”). In order to also capture all work performed or services rendered as of the end of the business day immediately preceding

the Closing Date to which client retainer balances or other prepayments from clients as of that date should be applied, Seller will provide Purchaser, at Seller’s expense, with a revised Schedule 2.1.6 , not later than the thirtieth (30th) day following the Closing Date, setting forth accurate balances for (a) all client retainer balances that have been paid as of the end of the business day immediately preceding the Closing Date but are not applicable to work performed prior to the Closing Date and (b) payments received from clients for services that have not been rendered as of the Closing Date ((a) and (b) collectively, the “ Revised Client Prepaid Balances ”). Reasonably promptly after Seller delivers the revised Schedule 2.1.6 to Purchaser, if the sum of the Client Prepaid Balances is greater than the sum of the Revised Client Prepaid Balances, Purchaser will pay Seller an amount equal to the difference between the sums or, if the Revised Client Prepaid Balances is greater than the sum of the Client Prepaid Balances, Seller will pay Purchaser an amount equal to the difference between the sums.

4. Covenants Not To Compete; Non-Solicitation.

4.1 Covenant of Secura Directors Not to Compete .

4.1.1 In consideration for the Purchase Price to be paid by Purchaser under Section 3 of this Agreement, each Secura Director agrees that during the Restrictive Period:

(a) he or she will not, directly or indirectly, within the Territory, engage in, or have any interest in any Person (whether as a securityholder, creditor or otherwise) that engages in, any Restricted Activities; and

(b) he or she will not (i) other than on behalf of Purchaser, solicit from any Person any business involving Restricted Activities, (ii) cause, induce, or attempt to cause or induce any client or other business relation of Purchaser that is attributable to the Secura Practice to cease doing business with Purchaser or to deal with any competitor of Purchaser or take any action with respect to any such client or other business relation that could reasonably be expected to interfere with its relationship with Purchaser, in each case in connection with the Restricted Activities, or (iii) cause, induce or attempt to cause or induce any client or other business relation of a Seller Party on the Closing Date or within the year preceding the Closing Date to cease doing business with Purchaser or to deal with any competitor of Purchaser or take any action with respect to any such client or other business relation that could reasonably be expected to interfere with its relationship with Purchaser, in each case in connection with the Restricted Activities.

4.1.2 Each Secura Director acknowledges that the provisions of this Section 4.1 are reasonable and necessary to protect and preserve Purchaser’s legitimate business interests and the value of the Purchased Assets and to prevent any unfair advantage being conferred on any Secura Director. Notwithstanding anything to the

contrary contained in this Agreement, each Secura Director may own up to one percent (1%) of the capital stock or outstanding debt securities of any entity engaged in any Restricted Activities that is publicly traded, provided that he or she does not control, directly or indirectly, through one or more entities or groups (whether formal or informal), the voting or disposition of greater than one percent (1%) of the aggregate beneficial ownership interest of any such entity.

4.2 Covenant of Seller Not to Compete .

4.2.1 In consideration for the Purchase Price to be paid by Purchaser under Section 3 of this Agreement, Seller agrees that during the Restrictive Period:

(a) it will not, directly or indirectly, within the Territory, engage in or have any interest in any Person (whether as a securityholder, creditor or otherwise) that engages in any Restricted Activities; and

(b) it will not (i) solicit from any Person any business involving Restricted Activities, (ii) cause, induce, or attempt to cause or induce any client or other business relation of Purchaser that is attributable to the Secura Practice to cease doing business with Purchaser or to deal with any competitor of Purchaser or take any action with respect to any such client or other business relation that could reasonably be expected to interfere with its relationship with Purchaser, in each case in connection with the Restricted Activities, or (iii) cause, induce or attempt to cause or induce any client or other business relation of a Seller Party on the Closing Date or within the year preceding the Closing Date to cease doing business with Purchaser or to deal with any competitor of Purchaser or take any action with respect to any such client or other business relation that could reasonably be expected to interfere with its relationship with Purchaser, in each case in connection with the Restricted Activities.

4.2.2 Seller acknowledges that the provisions of this Section 4.2 are reasonable and necessary to protect and preserve Purchaser’s legitimate business interests and the value of the Purchased Assets and to prevent any unfair advantage being conferred on Seller. Notwithstanding anything to the contrary contained in this Agreement, Seller may own up to one percent (1%) of the capital stock or outstanding debt securities of any entity engaged in any Restricted Activities that is publicly traded, provided that Seller does not control, directly or indirectly, through one or more entities or groups (whether formal or informal), the voting or disposition of greater than one percent (1%) of the aggregate beneficial ownership interest of any such entity.

4.3 Non-Solicitation .

4.3.1 Each Secura Director agrees that he or she will not, directly or indirectly, during the Non-solicitation Period, solicit, hire, retain or attempt to hire or retain any employee of, or any independent contractor who has an exclusivity contract

with, Purchaser or Parent, who is associated with the Secura Practice during the Additional Payment Period. Each Secura Director acknowledges that this Section 4.3.1 is reasonable and necessary to protect and preserve Purchaser’s legitimate business interests and the value of the Purchased Assets and to prevent any unfair advantage being conferred on any Secura Director.

4.3.2 Seller will not, directly or indirectly, during the Non-solicitation Period, solicit, hire, retain or attempt to hire or retain any employee of, or any independent contractor who has an exclusivity contract with, Purchaser or Parent, who is associated with the Secura Practice during the Additional Payment Period. Seller acknowledges that this Section 4.3.2 is reasonable and necessary to protect and preserve Purchaser’s legitimate business interests and the value of the Purchased Assets and to prevent any unfair advantage being conferred on Seller.

4.4 Separate Covenants . The covenants contained in Sections 4.1, 4.2 and 4.3 are a series of separate covenants by each of the individual Secura Directors and by the Seller, respectively, for each state and each country in the Territory. Except for geographic coverage, each separate covenant will be considered identical in terms to the covenant contained in Section 4.1, Section 4.2 and Section 4.3 respectively. If, in any judicial proceeding, a court refuses to enforce any of the separate covenants, the unenforceable covenant or covenants will be eliminated from this Section 4 for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.

5. Transfer Of Employees And Employee Benefits.

5.1 Workers’ Compensation . Without limiting the scope of Excluded Liabilities under Section 2.4 of this Agreement, Seller will be responsible for any workers’ compensation claims based on injuries initially occurring prior to the Closing Date regardless of the date on which the claim was filed and for subsequent re-injuries if a claim for the initial injury was made prior to the Closing Date. Seller will indemnify and hold Purchaser harmless against any and all losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and related expenses) arising out of or relating to all such claims in accordance with Section 14.1 of this Agreement. All workers’ compensation claims currently filed against Seller are listed on Schedule 5.1 .

5.2 Transfer of Employees . In addition to the employment of each Secura Director pursuant to the Director Agreements, as a condition of the Closing, Purchaser will offer employment to all other employees and independent contractors of Seller (excluding, for the avoidance of doubt, any purported employment or independent contractor relationship with Seller held by Donald J. Orndorff) with titles, responsibilities, compensation and benefits comparable to those currently provided by Seller to each such employee or independent contractor, subject to any adjustments that

may be necessary to conform to Purchaser’s customary and usual employment policies and practices. Notwithstanding the foregoing, Purchaser will not be obligated to provide continued employment to some administrative employees if their duties are redundant with those of Purchaser’s existing employees; Purchaser will identify such employees, if any, in consultation with Seller no later than thirty (30) days after the Closing Date. In addition, Purchaser will have no continuing obligation after the Closing Date to continue the employment of any employee or to maintain the compensation of any employee at any particular level. Those employees hired by Purchaser will be referred to in this Agreement as the “ Hired Employees .” Purchaser will provide Seller with a list of the Hired Employees no later than ten (10) days before the Closing. On the Closing Date, Seller will terminate all of the Hired Employees and will ensure full and final payment to such Hired Employees of all salary, commissions, accrued bonuses, any severance payments and benefits (including accrued vacation and personal time off) payable as of the close of business on the day preceding the Closing Date. Seller and Purchaser will cooperate to transition the Hired Employees to Purchaser’s benefit programs so as to minimize (to the extent reasonably possible) the loss of benefits of the Hired Employees. Seller is solely responsible for any liability that may arise under the WARN Act as a result of any acts or omissions of Seller on or before the Closing Date, or the transactions contemplated by this Agreement (except as provided in the following sentence), and will indemnify, defend and hold Purchaser harmless from and against any and all such liabilities in accordance with Section 14.1 of this Agreement. Purchaser is solely responsible for any liability that may arise under the WARN Act as a result of any acts or omissions of Purchaser after the Closing Date and any liability that may arise under the WARN Act as a result of the transactions contemplated by this Agreement to the extent that such liability would not have arisen had Purchaser complied fully with its obligations to extend offers of employment to Seller employees pursuant to this paragraph, and Purchaser will indemnify, defend and hold Seller harmless from and against any and all such liabilities in accordance with Section 14.2 of this Agreement.

5.3 Employee Benefit Plans . The parties to this Agreement agree that Purchaser will not have any liability or obligation to continue or to make any contribution or payment with respect to any Employee Benefit Plan identified in Schedule 7.13 . Seller will indemnify and hold Purchaser harmless against any and all losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and related expenses) arising out of or relating to any Employee Benefit Plan of Seller in accordance with Section 14.1 of this Agreement.

6. The Closing.

6.1 The Closing . The “ Closing ” means the time at which Seller will effect the sale and transfer of the Purchased Assets in exchange for the Purchase Price to be delivered by Purchaser pursuant to Section 3 of this Agreement. The Closing will occur on March 16, 2007 at the offices of Folger Levin & Kahn, LLP, 1900 Avenue of the Stars, Suite 2800, Los Angeles, California 90067, or at such other time on or prior to

March 31, 2007 or other place as the parties may mutually agree. The “ Closing Date ” will be the date on which the Closing occurs. The Closing will be effective for all purposes under this Agreement as of 12:01 a.m. local time on the Closing Date.

6.2 Seller Party Deliveries at Closing . Subject to fulfillment or waiver of the conditions set forth in Section 12, at the Closing the Seller Parties, as applicable, will execute and/or deliver to Purchaser all of the following:

6.2.1 A Certificate of Seller dated the Closing Date, in form and substance reasonably satisfactory to Purchaser attaching a true and correct copy of an action of Seller authorizing the execution (by identified individuals) and performa

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