ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

BETWEEN

ENTEGREAT SOLUTIONS, LLC

AND

TECHNOLOGY SOLUTIONS COMPANY

Effective as of April 30, 2008

TABLE OF CONTENTS

ARTICLE I. PURCHASE AND SALE OF ASSETS			1
Section 1.1 Conveyance and Transfer of Assets			1
Section 1.2 Assumption of Liabilities and Obligations			2
Section 1.3 Prorations			3
Section 1.4 Purchase Price			3
Section 1.5 Payment of Cash Purchase Price			3
Section 1.6 Purchase Price Adjustments			4
Section 1.7 Allocation of Purchase Price			6
ARTICLE II. THE CLOSING			6
Section 2.1 Date and Place			6
Section 2.2 Delivery of Documents			6
ARTICLE III. RELATED TRANSACTIONS			6
Section 3.1 Employment Agreements			6
Section 3.2 Transition Services Agreement			7
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER			7
Section 4.1 Corporate Organization			7
Section 4.2 Corporate Authority; Authorization of Agreement			7
Section 4.3 No Violation			7
Section 4.4 Financial Statements			7
Section 4.5 No Undisclosed Liabilities			8
Section 4.6 Absence of Changes			8
Section 4.7 Title to Properties; Encumbrances			9
Section 4.8 Sufficiency of Assets			9
Section 4.9 Real Property			9
Section 4.10 Leases			10
Section 4.11 Condition of Tangible Assets			10
Section 4.12 Accounts Receivable			10
Section 4.13 Intellectual Property Matters			10
Section 4.14 Contracts and Commitments			11
Section 4.15 Insurance			11
Section 4.16 Compliance with Laws			11
Section 4.17 Employment Matters			12
Section 4.18 Employee Benefit Plans and Arrangements			12
Section 4.19 Litigation			13
Section 4.20 Governmental Consents			13
Section 4.21 Other Consents			13
Section 4.22 Environmental Matters			13
Section 4.23 Product and Service Warranty			14
Section 4.24 Product and Service Liability			14
Section 4.25 Customers, Suppliers and Sales Representatives			14
Section 4.26 Guarantees			14
Section 4.27 Brokers or Finders			14

Section 4.28 Taxes			14
Section 4.29 Full Disclosure			15
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PURCHASER			15
Section 5.1 Organization			15
Section 5.2 Authorization			15
Section 5.3 No Violation			15
Section 5.4 Governmental Consents			16
Section 5.5 Other Consents			16
Section 5.6 No Brokers			16
Section 5.7 Financial Statements			16
Section 5.8 Insurance.			16
Section 5.9 Compliance With the Law			17
Section 5.10 Litigation			17
Section 5.11 Full Disclosure			17
ARTICLE VI. CERTAIN COVENANTS OF SELLER			17
Section 6.1 Satisfaction of Conditions			17
ARTICLE VII. CERTAIN COVENANTS OF PURCHASER			17
Section 7.1 Satisfaction of Conditions			17
ARTICLE VIII. ADDITIONAL COVENANTS AND AGREEMENTS			18
Section 8.1 Payment of Taxes and Certain Expenses			18
Section 8.2 Noncompetition; Nonsolicitation; Nondisclosure			19
Section 8.3 Mail Received After Closing			19
Section 8.4 Cooperation and Records Retention			20
Section 8.5 Offers of Employment			20
Section 8.6 Further Assurances			20
ARTICLE IX. CONDITIONS TO THE OBLIGATIONS OF PURCHASER			20
Section 9.1 Representations and Warranties True			20
Section 9.2 Compliance with this Agreement			20
Section 9.3 Documents to be Delivered			20
Section 9.4 Consents, Releases and Approvals			21
Section 9.5 No Injunctions			21
Section 9.6 Material Adverse Changes			21
ARTICLE X. CONDITIONS TO THE OBLIGATIONS OF SELLER			22
Section 10.1 Representations and Warranties True			22
Section 10.2 Compliance with this Agreement			22
Section 10.3 Payment of Purchase Price			22
Section 10.4 Documents to be Delivered			22
Section 10.5 No Injunction			22
ARTICLE XI. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION			22
Section 11.1 Survival of Representations and Warranties			23
Section 11.2 Indemnification by Seller			23
Section 11.3 Indemnification by Purchaser			23

Section 11.4 Limitation on Amount			23
Section 11.5 Notice of Claims			24
ARTICLE XII. MISCELLANEOUS PROVISIONS			24
Section 12.1 Amendment			26
Section 12.2 Waiver of Compliance			26
Section 12.3 Notices			26
Section 12.4 Specific Performance			27
Section 12.5 Expenses			27
Section 12.6 Severability			27
Section 12.7 Assignment			27
Section 12.8 Dispute Resolution			27
Section 12.9 Governing Law			28
Section 12.10 Counterparts			28
Section 12.11 Headings			28
Section 12.12 Entire Agreement			28
Section 12.13 Third Parties			28
Section 12.14 Performance Following Closing			28
Section 12.15 Certain Definitions			28

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of this 30 ^th day of April, 2008 by and between TECHNOLOGY SOLUTIONS COMPANY , a Delaware corporation (the “Seller”), and ENTEGREAT SOLUTIONS, LLC, a Delaware limited liability company (“Purchaser”).

WITNESSETH:

WHEREAS , Seller desires to sell to Purchaser substantially all of the assets, certain liabilities, properties, operations and business relating to its SAP Consulting Practice (the “SAP Practice”), which is engaged in the business of providing supply chain and business process management, consulting, and related products and services; and Purchaser desires to purchase from Seller such assets, liabilities, properties and business, as set forth below and in the attached schedules, upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the premises and of the respective representations, warranties, covenants, agreements and conditions contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I.

PURCHASE AND SALE OF ASSETS

Section 1.1 Conveyance and Transfer of Assets Upon the terms and subject to all of the conditions contained herein and the performance by each of the parties hereto of their respective obligations hereunder, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell and deliver to Purchaser at the Closing (hereinafter defined) the assets of the Seller’s SAP Practice set forth in Schedule 1. 1(a) hereto (the “Assets”); assign the services agreements set forth in Schedule 1. 1(b) hereto (the “Services Agreements’) and transfer other properties of the business which are set forth in this section, Section 1.1 (i) through (viii); all of which shall constitute “Transferred Assets” as defined in this Agreement free and clear of all liens, claims, encumbrances, charges, security interests or restrictions of any type whatsoever (“Encumbrances”), other than the Assumed Liabilities (as defined in Section 1.2 hereof) to be assumed by Purchaser as set forth in Section 1.2 hereof:

(i) all of the intangible rights and property of the SAP Practice utilized exclusively in the SAP Practice, including all such trademarks, trade names, service marks, inventions, patents, patent rights, applications for patents, similar rights, trade secrets, know-how, processes, product mixes, software, licenses, including software licenses, designs, going concern value and goodwill, and website content directly related to the SAP Practice;

(ii) all marketing studies, customer lists, files, supplier files, sales agent and manufacturers’ representatives’ files, credit files, credit data, appraisals, valuations, and consulting studies used by the SAP Practice and all other records and reports used exclusively by the SAP Practice and all computers, computer programs, computer software, computer manuals, flowcharts, printouts, data files, program documentation and related materials and copies used exclusively by the SAP Practice, excluding any like items previously mentioned, which are used to run the daily operations of Seller’s other businesses;

(iii) all deposits (other than income tax deposits) and the appropriate amount of all expenses and deferred charges that have been prepaid or paid in advance by Seller prior to the Closing that directly relate to the SAP Practice (“Pre-Paid Obligations”);

(iv) all accounts receivable of the SAP Practice, other than those excluded pursuant to Section 1.6 hereof (the “Accounts Receivable”);

(v) all of Seller’s right, title and interest in and to all contracts, licenses and agreements of Seller relating to the SAP Practice that are transferable, including personal property leases, all contracts and agreements with customers and suppliers of Seller relating to the SAP Practice entered into in the ordinary course of business, including open orders) (the “Contracts”), including those described on Schedules 4.10 and 4.14 hereto;

(vi) all stationery and other printed material, office supplies, catalogs and circulars, telephone, telecopy and email addresses and listings directly related to the SAP Practice, and the right to receive mail and other communications and shipments of merchandise addressed to the SAP Practice;

(vii) all files, records and documentation relating to the SAP Practice; and

(viii) all of Seller’s right, title and interest in and to all of the SAP Practice’s service agreements, maintenance agreements and express and implied warranties of third parties that continue in effect after the Closing.

Section 1.2 Assumption of Liabilities and Obligations

(a) As of the Closing Date and subject to the limitations set forth in this Section and Section 1.3 below, Purchaser shall assume and pay, discharge and perform all of the liabilities set forth in Schedule 1. 2(a) hereto (the “Assumed Liabilities”) which shall include the following:

(i) all obligations and liabilities of Seller under any service agreements and other Contracts, relating to the time period after the Closing (the “Assumed Contract Liabilities”);

(ii) the SAP Current Liabilities (as defined in Section 1.6); and

(iii) those obligations and liabilities specifically set forth in Schedule 1.2(a) hereto.

(b) Except for the Assumed Liabilities, Purchaser shall not assume or otherwise agree to pay, discharge or perform any other liabilities or obligations of Seller in respect of the SAP Practice of Seller (whether accrued, absolute, contingent or otherwise, whether or not disputed, or whether or not disclosed to Purchaser), and the Transferred Assets shall be transferred, assigned and conveyed to Purchaser free and clear of all Encumbrances (other than the Assumed Liabilities).

(c) Seller shall remain responsible for the payment of those liabilities and obligations of Seller which relate to the SAP Practice other than Assumed Liabilities.

(d) Except as set forth in Schedule 1.2(d) , Purchaser shall assume all warranty claims other than warranty claims for work performed and completed prior to Closing. Purchaser shall provide services on behalf of Seller with respect to any such warranty claims made for work performed and completed prior to Closing and in such event Seller shall pay Purchaser at Purchaser’s standard warranty rates for any such services;

Section 1.3 Prorations Except as otherwise specifically provided in this Agreement, real and personal property taxes and assessments levied against the Transferred Assets, property and equipment rentals, and similar prepaid and deferred items shall be prorated between Purchaser and Seller in accordance with the principle that Seller shall be responsible for such liabilities allocable to the conduct of the SAP Practice for the period prior to the Closing, and Purchaser shall be responsible only for such liabilities allocable to the conduct of the Business by Purchaser following the Closing. Seller and Purchaser shall deliver a statement setting forth such prorations at the time of making any such proration payment. Any prorations will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment by the appropriate party occurring no later than 30 days after the actual amount becomes known.

Section 1.4 Purchase Price . Subject to the terms and conditions hereof, in consideration of the sale, transfer, conveyance, assignment and delivery of the Transferred Assets and for the rights to receive and rely upon the representations, warranties, covenants and agreements of Seller, the Purchaser (x) shall pay Five Million One Hundred Twenty One Thousand Three Hundred and Twenty Six and No/100 Dollars ($5,121,326) to be adjusted in accordance with the terms of Section 1.6 hereof (the “Cash Purchase Price”) and (y) shall assume the Assumed Liabilities (the “Purchase Price”).

Section 1.5 Payment of Cash Purchase Price . The Cash Purchase Price payable at Closing shall be paid in the following manner:

(a) At the Closing, Purchaser shall pay to Seller an amount equal to the Estimated Cash Purchase Price (as defined in Section 1.6 below) minus Seven Hundred Fifty Thousand Dollars ($750,000) by wire transfer of immediately available funds to an account designated by Seller in writing prior to Closing; and

(b) At the Closing, Purchaser shall execute a promissory note in form attached hereto as EXHIBIT A (the “Promissory Note”) evidencing Purchaser’s subordinated obligation to pay Seven Hundred Fifty Thousand Dollars ($750,000) to Seller under the terms thereof.

Section 1.6 Purchase Price Adjustments

(a) For purposes of this Agreement, “Price Adjustment Amount” means the amount (which may be positive or negative) by which the Net Working Capital exceeds Two Million One Hundred Twenty One Thousand and Three Hundred and Twenty Six Dollars ($2,121,326), the calculation of which is reflected on Schedule 1.6 hereto (the “Target Working Capital”). “Net Working Capital” means the amount by which (i) the aggregate book value of all Current Assets of the SAP Practice included in the Transferred Assets, net of applicable returns and allowances, determined in accordance with generally accepted accounting principles consistently applied (“GAAP”) (the “SAP Practice Current Assets”), exceeds (ii) the aggregate book value of all Current Liabilities included in the Assumed Liabilities, determined in accordance with GAAP (the “SAP Current Liabilities”). “Current Assets” shall mean the Accounts Receivable, Inventory and Pre-Paid Obligations of the SAP Practice and included in the Transferred Assets. Current Liabilities shall mean the accounts payable, accrued expenses including billable and non-billable expenses, and commissions of the SAP Practice and related equipment leases expenses that are pursuant to Contracts of the SAP Practice.

(b) Seller shall deliver to Purchaser not less than three (3) days prior to the Closing an unaudited statement of Working Capital (the “Estimated Closing Date Working Capital Statement”) setting forth the estimated Working Capital of the SAP Practice as of the close of business on a date which is not more than three (3) business days prior to the Closing Date (the “Estimated Closing Date Working Capital”). If the Estimated Closing Date Working Capital, as shown on the Estimated Closing Date Working Capital Statement, is greater than Two Million One Hundred Twenty One Thousand and Three Hundred and Twenty Six Dollars ($2,121,326), which is the amount of the Target Working Capital, then the Cash Purchase Price shall be increased on a dollar-by-dollar basis by an amount equal to the amount which such Estimated Closing Date Working Capital is greater than the Target Working Capital. If the Estimated Closing Date Working Capital, as shown on the Estimated Closing Date Working Capital Statement, is less than the Target Working Capital, then the Cash Purchase Price shall be reduced on a dollar-by-dollar basis by an amount equal to the amount by which such Estimated Closing Date Working Capital is less than the Target Working Capital. The adjustment amount shall be the Price Adjustment Amount and the Cash Purchase Price as so adjusted by such amount shall be the Estimated Cash Purchase Price.

(c) As promptly as practicable after the Closing Date (but in no event later than thirty (30) days after the Closing Date), Seller, in consultation with Purchaser, will prepare and deliver to Purchaser a statement of Working Capital (the “Preliminary Closing Date Working Capital Statement”) setting forth the Working Capital of the SAP Practice as of the close of business on the day immediately preceding the Closing Date prepared in accordance with GAAP.

(d) If Purchaser agrees with the Preliminary Closing Date Working Capital Statement, then the Preliminary Closing Date Working Capital Statement shall be deemed to be the Final Closing Date Working Capital Statement (as defined in this Section 1.6(d)). If Purchaser does not agree with the Preliminary Closing Date Working Capital Statement, Purchaser will deliver to Seller a statement describing the basis for any such claim within 30 days after receiving the Preliminary Closing Date Working Capital Statement. If Purchaser does not deliver such a statement, Purchaser shall be deemed to have agreed to the Preliminary

Closing Date Working Capital Statement. Purchaser and Seller will in good faith attempt to resolve any disputes themselves within ten business (10) days of Seller receiving Purchaser’s notice. If, however, Purchaser and Seller are unable to resolve all such disputes within such period, Purchaser and Seller agree that a mutually acceptable, national accounting firm will be selected to render an acconting interpretation, and such interpretation will be conclusive and binding relative to the Working Capital Statement. The interpretation of the accounting firm shall be set forth in writing and delivered to Purchaser and Seller no later than ninety (90) days after the Closing Date and will be conclusive and binding upon Purchaser and Seller.. The term “Final Closing Date Working Capital Statement” means the Preliminary Closing Date Working Capital Statement, together with any revisions thereto pursuant to this Section 1.6(d) and the term “Closing Date Working Capital” means the Working Capital of Seller as of the close of business on the day immediately preceding the Closing Date as set forth on the Final Closing Date Working Capital Statement.

(e) In the event the parties submit any unresolved objections to arbitration for resolution as provided in Section 1.6(d), each of Purchaser and Seller will bear one-half of the fees and expense of the arbitrator.

(f) Purchaser and Seller will make the work papers and backup materials used in preparing the Preliminary Closing Date Working Capital Statement available to the other and its accountants and other representatives at reasonable times and upon reasonable notice at any time during (i) the preparation of the Preliminary Closing Date Working Capital Statement, (ii) the review of the Preliminary Closing Date Working Capital Statement, and (iii) the resolution by Purchaser and Seller of any objections thereto.

(g) If the Closing Date Working Capital, as shown on the Final Closing Date Working Capital Statement, differs in amount from the Estimated Closing Date Working Capital, as shown on the Estimated Closing Date Working Capital Statement, then any reduction or increase to the Cash Purchase Price pursuant to Section 1.6(b) hereof shall be recalculated as if the Closing Date Working Capital shown on the Final Closing Date Working Capital Statement had been used in determining such reduction or increase. If the Cash Purchase Price determined pursuant to such recalculation exceeds the Cash Purchase Price determined at the Closing, then Purchaser shall, within three (3) business days after final determination of the Closing Date Working Capital, pay to Seller, in cash or immediately available funds, the amount by which the Cash Purchase Price determined pursuant to such recalculation exceeds the Cash Purchase Price determined at the Closing. If the Cash Purchase Price determined pursuant to such recalculation is less than the Cash Purchase Price determined at the Closing, then the amount by which the Purchase Price determined at the Closing exceeds the Cash Purchase Price determined pursuant to such recalculation shall be deducted from the amount owed the Seller pursuant to the Promissory Note.

(h) In addition to the above Price Adjustment Amount, in the event any Accounts Receivable in excess of the amounts reflected as reserved in the Net Working Capital Statement for uncollectible accounts remaining outstanding 120 days following the Closing, such Accounts Receivable shall be deducted from the Purchase Price and assigned by the Purchaser back to Seller, with Seller promptly paying Purchaser the amount of such accounts receivables so returned. Prior to assigning such Account Receivables back to Seller, Purchaser shall use

commercially reasonable efforts in accordance with recognized commercial and accounting procedures and practices to collect such Account Receivables; provided however that Purchaser shall have no obligation to file suit or take other legal action to collect such Account Receivables. If in its attempt to collect such Account Receivables Purchaser is offered an amount less than the full amount due as payment in full, Purchaser must first obtain the written approval of Seller before accepting less than full value.

Section 1.7 Allocation of Purchase Price The parties agree that the Purchase Price shall be allocated among the Transferred Assets as determined by Purchaser in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder. Purchaser and Seller shall prepare and submit Internal Revenue Form 8594 prepared in accordance with such allocation and this Section 1.7, and Seller and Purchaser shall file all tax returns consistent with this Section 1.7. A tentative allocation is attached hereto as Schedule 1.7 , subject to adjustment pursuant to Section 1.6.

ARTICLE II.

THE CLOSING

Section 2.1 Date and Place The closing of the transaction contemplated hereby (the “Closing”) shall take place effective as of April 30, 2008, at the offices of Balch & Bingham LLP in Birmingham, Alabama, or at such other time and place as the parties mutually agree. The transactions contemplated by this Agreement shall be deemed to be effective for all purposes as of 12:01 a.m. on the Effective Date.

Section 2.2 Delivery of Documents

(a) At Closing, Seller shall execute and deliver to Purchaser such assignments, bills of sale and any other instruments of transfer necessary to convey to or perfect in Purchaser all of Seller’s right, title and interest in and to the Transferred Assets.

(b) At Closing, Seller shall deliver to Purchaser those other items specified in Section 9.3 and Purchaser shall deliver to Seller those items specified in Section 10.4.

ARTICLE III.

RELATED TRANSACTIONS

Section 3.1 Employment Agreements At Closing, Purchaser and each of Dave Wasson, Lisa Morley and Bryon Niekamp shall execute and deliver an Employment Agreement substantially in the form attached hereto as Exhibit B (the “Employment Agreement”) and a Resignation and Release Agreement in the form attached here as Exhibit C (the “Releases”).

Section 3.2 Transition Services Agreement . At Closing Purchaser shall execute and deliver a Transition Services Agreement substantially in the form attached hereto as Exhibit D (the “Transition Services Agreement”)

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents, warrants and covenants to Purchaser that:

Section 4.1 Corporate Organization Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; Seller has full power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and Seller is duly licensed and qualified to do business in any state or other jurisdiction or any foreign country or subdivision thereof where the nature of the SAP Practice or the character and location of any properties and assets owned or leased by the Seller for the SAP Practice make such qualification necessary (each of which are set forth in Schedule 4.1 ), except where the failure to so qualify could not reasonably be expected to have a material adverse effect on the SAP Practice or the Transferred Assets.

Section 4.2 Corporate Authority; Authorization of Agreement Seller has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform all the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the performance of all the terms and conditions hereof to be performed by Seller, and the consummation of the transactions contemplated hereby have been duly authorized and approved by the Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other laws relating to or affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.3 No Violation Except as set forth in Schedule 4.3 , neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of Seller; (b) violate, conflict with, constitute a default (or an event which, with or without notice, lapse of time or both, or the occurrence of any other event, would constitute a default) under, result in the termination of, accelerate the performance required by, cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien or other encumbrance upon any of the Transferred Assets under any agreement or commitment to which Seller is a party or by which Seller is bound, or to which the Transferred Assets are subject; or (c) violate any federal, state or local law or any judgment, decree, order, regulation or rule of any court or governmental authority.

Section 4.4 Financial Statements Seller has delivered to Purchaser true and complete copies of unaudited, relevant financial information including cash flows, profit and loss statements and

other pro-forma financial information (together the “Financial Statements”) for the respective accounting periods of the SAP Practice as of March 31, 2008, December 31, 2007, and December 31, 2006 all of which have been prepared in accordance with GAAP in each case subject to year end adjustment. Such Financial Statements present fairly the financial position (assets, liabilities (whether accrued, absolute, contingent or otherwise)) of the SAP Practice at the dates indicated and present fairly the results of the operations and cash flows of the SAP Practice for the periods indicated in accordance with GAAP in each case subject to year end adjustment.

Section 4.5 No Undisclosed Liabilities Seller has no material liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise, and whether due or to become due) relating to the SAP Practice, the Transferred Assets or otherwise that are not fully reflected or reserved against in the Interim Financial Statements of Seller, except for (a) liabilities and obligations identified in Schedule 4.5 and (b) liabilities and obligations incurred in the ordinary course of business and consistent with past business practice since the date of the Interim Financial Statements.

Section 4.6 Absence of Changes Except as set forth in Schedule 4.6 hereto, since December 31, 2007, the Seller has conducted the SAP Practice in all material respects only in the ordinary course, including employee terminations for cost reduction and performance reasons, and during such period there has been no:

(i) transactions by the SAP Practice or affecting the SAP Practice except in the ordinary course of business that individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the SAP Practice;

(ii) destruction of, damage to, or loss of any of the assets to be included in the Transferred Assets (whether or not covered by insurance) that could reasonably be expected to have a Material Adverse Effect;

(iii) sale or transfer of any material asset which would otherwise be included in the Transferred Assets except in the ordinary course of business;

(iv) amendment or termination of any material contract, agreement or license to which Seller is a party in connection with the operation of the SAP Practice except for such normal closure of service engagements with customers and suppliers;

(v) waiver of any right of material value with respect to the Transferred Assets;

(vi) mortgage, pledge or other encumbrance of any of the Transferred Assets;

(vii) waiver or release of any Transferred Asset, except in the ordinary course of business;

(viii) any capital expenditure by the SAP Practice (or series of related capital expenditures) involving more than $10,000 in the aggregate;

(ix) creation, incurrence, assumption, or guarantee by Seller of any indebtedness of the SAP Practice, other than those included in the Assumed Liabilities impacting, affecting or that could form an Encumbrance on the Transferred Assets;

(x) delay or postponement by Seller, beyond its normal practice, of the payment of accounts payable and other liabilities of the SAP Practice which are being assumed by the Purchaser and Seller has not instituted any unusual or accelerated collection efforts with respect to its accounts receivable;

(xi) loan made by Seller to, or any other transaction with, any of the SAP Practice’s officers, and employees which could give rise to any claim or right on Seller’s part against any such person, or on the part of any such person against Seller, which exceeds $1,000, other than reflected on the financial statements of Seller;

(xii) new employment contract or collective bargaining agreement involving the SAP Practice or any of its employees, whether written or oral, or the substantial modification of the terms of any existing such contract or agreement (other than wage or salary increases in the ordinary course of business);

(xiii) change in employment terms for any of the SAP Practice’s officers, or employees (other than wage or salary increases in the ordinary course of business); or

(xiv) other event or condition of any character that has or might reasonably have a material, adverse effect on the financial condition, business, assets or prospects of the SAP Practice as it is being purchased by the Purchaser.

Section 4.7 Title to Properties; Encumbrances Except as set forth on Schedule 4.7 , Seller has complete and unrestricted power and authority and the unqualified right to sell, transfer, convey, assign, and deliver to Purchaser, and upon consummation of the transactions contemplated by this Agreement, Purchaser will acquire good, valid and marketable title to, all the Transferred Assets, free and clear of all title defects or other Encumbrances, including, without limitation, leases, chattel mortgages, pledges, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements. The bills of sale, deeds, assignments and other instruments to be executed and delivered to Purchaser by Seller at the Closing will be valid and binding obligations of Seller enforceable in accordance with their terms, and will vest in Purchaser good, valid and marketable title to all the Transferred Assets, free and clear of all Encumbrances, including, without limitation, leases, chattel mortgages, pledges, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements.

Section 4.8 Sufficiency of Assets The Transferred Assets include all assets, properties and rights currently being used by Seller in the operation of the SAP Practice, and all assets, properties and rights necessary to permit Purchaser to conduct the SAP Practice in all material respects in the same manner as Seller has conducted it to date.

Section 4.9 Real Property The Transferred Assets do not include any interest in real property, neither fee nor leasehold.

Section 4.10 Leases Schedule 4.10 contains an accurate and complete list of all leases and subleases pursuant to which Seller leases personal property used in or relating to the SAP Practice and which are being assumed by the Purchaser as part of the transaction contemplated hereby. Except as set forth in Schedule 4.10 , all such leases are valid, binding and enforceable in accordance with their terms, except to the extent that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and remedies generally, and are in full force and effect; there are no existing defaults by Seller or lessor thereunder; and no event of default has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default thereunder by any party thereto.

Section 4.11 Condition of Tangible Assets Except as set forth in Schedule 4.11 hereto, all material items of tangible property and assets which comprise the Transferred Assets contain no material defects and are in good operating condition and repair, subject to normal routine wear and maintenance, are usable in the regular and ordinary course of business, and conform in their current condition to all applicable laws, ordinances, codes, rules and regulations, and authorizations relating to their construction, use and operation, without any need for capital improvements or other modification or alteration. Except for leased property identified in Schedule 4.10 , no person other than Seller owns any equipment or other tangible assets or properties necessary to the operation of the Business.

Section 4.12 Accounts Receivable Each of the Accounts Receivables of the SAP Practice included in the Transferred Assets represents a valid obligation arising from services rendered or products sold in the ordinary course of business of Seller and was created in compliance with applicable law. Unless paid prior to Closing, the Accounts Receivables are or will be as of Closing current and collectible net of the reserves shown on the Interim Balance Sheet. Seller and all of its collection agents have complied with all laws, rules and regulations with respect to the Accounts Receivables. None of the Accounts Receivables is subject to any right of offset or reduction and Seller is the sole beneficial and legal owner of all Accounts Receivables and none have been assigned to collection agents or otherwise. The Transferred Assets include sufficient records with respect to the receivables to determine the status of collection efforts and to enforce collection thereof. Any liabilities arising in connection with the creation of the receivables or the collection by Seller or its agents of the receivables which arose because of an act of the Seller or its agents prior to Closing shall remain the liability of Seller.

Section 4.13 Intellectual Property Matters Seller owns trademarks, service marks, trade names, copyrights, inventions, patents, patent rights, applications for patent rights, similar rights, trade secrets, know-how, processes, formulas, and designs (“Intellectual Property”) used or relied upon by the SAP Practice in the conduct of its business and which are included in the Transferred Assets, each of which are described and set forth with particularity in Schedule 4.13, other than licensed rights to software identified in such schedule, to which Seller has a valid licensed interest. Seller has the right to use and holds good and marketable title, free and clear of all Encumbrances, to each of such items of Intellectual Property described above in this Section 4.13. Seller has no knowledge of the infringement by any person, firm, associate, partnership or corporation of any such right of Seller. There is no claim pending or, to Seller’s knowledge, threatened against Seller with respect to alleged infringement of any trademark, service mark, trade name or copyright owned by any person related to the SAP Practice. No such

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