ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement” ), dated and effective as of January 30, 2009 (the “ Effective Date ”), is entered into by and between PANEL INTELLIGENCE, LLC, a Delaware limited liability company (“ Seller ”), Merriman, Curhan, Ford, Group, Inc. a Delaware corporation with a principal place of business in San Francisco, California (“MCF Group”) and Panel Intelligence, LLC a Massachusetts limited liability company (“ Buyer ”), with respect to the following facts and circumstances.

A.            Seller, a wholly-owned subsidiary of MCF Group conducts a consulting business in which it performs primary qualitative and quantitative research for its clients (the “ Business ”).  

B.            Seller generated negative cash flow in 2008 and requires an investment by MCF Group of at least $100,000 within the next 30 days, and of at least $500,000 in 2009, in order to continue its operations.

C.            MCF Group is unable to continue to fund Seller’s operating deficits, and as a result, Seller will be required to cease operations.

D.            MCF Group has retained an investment banker to sell the Business but has not received an offer other than Buyer’s despite having contacted over 35 potential acquirers.

E.            MCF Group has determined that it is in its best interests, as the sole member of Seller, to consent to Seller’s sale of substantially all of its assets to Buyer, and thereafter, to seek additional market capital from outside investors so as to enable MCF Group to remain in operation.

F.            Buyer, wishes to acquire substantially all of Seller’s Assets, as more particularly described in Section 1.2 hereof,

G.            Seller wishes to sell the Assets to Buyer.

H.            The Recitals constitute a material part of this Agreement upon which the Parties have relied in entering into this Agreement, and this Agreement shall be construed in light thereof.

NOW, THEREFORE, on the basis of the foregoing facts and in consideration of the covenants, agreements and acts of the Parties as hereinafter set forth, the Parties hereby covenant and agree as follows:

1.1             Sale and Purchase of Assets.   Upon the terms and subject to the conditions set forth in this Agreement, effective as of the Effective Date, Seller hereby sells, conveys, assigns, transfers and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, free and clear of any Encumbrances, all of Seller's right, title and interest in and to the Assets as defined in Section 1.2

1.2             Acquired Assets .   The assets being acquired hereunder consist of substantially all the assets of Seller including without limitation the assets listed on Schedule 1.2 hereto under “Assets” and (a) all brochures, trade and marketing materials, service offering descriptions, and other documents, in written and electronic form, which are currently employed by Seller in the conduct of the Business, (b) any and all intellectual property and copyrights related to the items identified in (a) if and to the extent owned by Seller; (c)  all books and records, whether in written or electronic form, showing customer lists, customer sales, accounts, fees and commission, orders, rejections, and correspondence with customers, vendors or other third parties during the period Seller has owned the business; and (d) other information and copies of documents likely to be helpful or useful to Buyer in operating the Business after the Effective Date (the “ Assets”).  For avoidance of doubt, the Parties agree that Assets do not include the items listed under “Excluded Assets” on Schedule 1.2 ( “Excluded Assets” ).

1.3             Assumed Liabilities .   Except for the liabilities set forth on Schedule 1.3 (the “ Assumed Liabilities ”), Buyer does not assume and will not be responsible for any obligations or liabilities of Seller or MCF Group of any type or nature, including, but not limited to, the liability, if any, under claims for approximately ₤127,418.23 GBP asserted by Fieldworks International relating to work performed in 2007 (“Vendor Liability”) or any liabilities that may arise in connection with the pending IRS audit of MCF Group and Seller. Buyer will, if requested by Seller, contribute up to $20,000 to settle the Vendor Liability.

1.4             Purchase Price ; Payment .  The purchase price for the Assets shall be one million dollars ($1,000,000) cash payable at Closing (“Cash Payment”), plus shares of MCF Group worth $100,000 determined in accordance with Section 1.4.2 hereof plus the Assumed Liabilities (the “ Purchase Price ”).

1.4.1                 Wire . At the Closing, Buyer shall transfer the Cash Payment by wire transfer of federal funds in accordance with wire transfer instructions delivered by Seller (with accompanying Federal tax identification number) to Buyer in writing prior to the Effective Date (“ Buyer’s Wire Transfer Instructions ”).

1.4.2                At the Closing, Buyer, in payment of the shares portion of the Purchase Price, shall transfer free and clear of any Encumbrances to MCF Group, by means of a stock power acceptable in form to Seller a number of shares (the “ Purchased Shares ”) equal to one hundred thousand divided by the deemed average price of MCF Group shares determined as set forth herein (the “ Deemed Average Price ”).  “Deemed Average Price” shall mean the average of the last sales price per share of MCF Group common stock, as reported in the Wall Street Journal, for the thirty (30) trading days immediately preceding the Effective Date..

1.5             Allocation of Purchase Price .   The Parties have prepared the allocation schedule attached hereto as Schedule 1.5  and agree that the Parties shall allocate the Purchase Price (and all other capitalizable costs) among the Assets for tax purposes in accordance with Schedule 1.5  

1.7             Lease .  The Business currently is conducted at the premises known as 150 CambridgePark Drive, Cambridge, Massachusetts 02140 (“ Premises ”), which premises are made available to Seller pursuant to that certain lease (the “Lease”) dated May 21, 2007 by and between Seller and CambridgePark 150 Realty Corporation, a Delaware corporation (“ Landlord ”).

1.7.1                Seller shall execute with Buyer a Sublease (“Sublease”) in the form acceptable to the parties pursuant to which Buyer shall be obligated to pay to Seller two-thirds of the Operating Costs, Real Estate Taxes and Annual Rent as defined under the Lease (“Sub-rent”). If the parties are unable to finalize the terms of the Sublease prior to the Closing, they shall negotiate in good faith for 30 days thereafter. If they are unable to reach agreement after said thirty-day period, then Buyer shall, within 6 months, vacate the Premises and its obligations to pay Seller shall terminate. Buyer shall pay the Sub-rent during any period when it is occupying the Premises. Among other matters, the Sublease shall permit Buyer to vacate the Premises without liability to Seller or MCF Group if a) the Landlord refuses to consent to the sublease after the parties good faith efforts to obtain it or b) Landlord gives notice of its intention to commence eviction proceedings or c) Landlord interferes with Buyer’s ability to use the premises to conduct its business in the ordinary course.

1.7.2                Buyer and Seller will cooperate in good faith to obtain Landlord’s consent to the Sublease.

1.7.3                The Landlord currently holds a security deposit under the Lease that is and will remain the property of the Seller.

1.7.4                If, after the closing of the Contemplated Transactions, Buyer subleases a portion of the Premises at a rental rate in excess of the rent payable under the Sublease, Buyer and Seller shall share the premium over $20 per square foot one-half to Buyer and one-half to Seller.

1.8             Tradenames, Trademarks, and Service Marks .  After the Effective Date, Seller shall have no authority to use the name “Panel Intelligence,” “Medpanel,” the names set forth on Schedule 1.2 or any name substantially similar there to in the conduct of its business.  Seller shall discontinue any usage of such names as tradenames, trademarks, service marks, or otherwise, other than as needed to identify itself as being the limited liability company formerly operating a business under that name or those names.

1.9             Employees and Key Management .  On the Closing Date, Buyer shall offer to employ the employees of Seller set forth on Schedule 1.9 , and, except as provided in the Interim Services Agreement described in Section 1.6 , Buyer shall be solely responsible for all liabilities and obligations owed to such employees in connection with their employment on or after the Closing Date or arising in connection with such employee’s subsequent termination by Buyer. Seller shall remain liable to such employees for salaries, benefits, retirement payments and the like that accrued prior to the Effective Date. Each such Person employed by Buyer is hereinafter referred to individually as an “Employee” and collectively as the “Employees”.  Except as provided in the Interim Services Agreement, Buyer hereby assumes and shall be responsible for, and Seller shall have no liability with respect to, any and all claims with respect to any Employee on or after the Closing Date, arising from any action by Buyer after the Closing Date.  Seller agrees to reasonably cooperate in the transition of employees of Seller to Buyer.  Notwithstanding the foregoing, Seller does not warrant or guarantee that the employees of Seller involved in the Business will in fact accept Buyer’s offer of employment.

1.10             Assignment of Contracts .  Prior to the Effective Date, the Parties have identified the vendor, customer or other contracts or agreements pertaining to the operation of the Business or service offerings that Buyer wishes to assume as part of the Assumed Liabilities in connection with its operation of the Business after the Effective Date and have listed them on Schedule 1.10 (the “ Contracts ”).  Seller shall reasonably cooperate with Buyer in obtaining assignments of those contracts, and consents to the assignment of the parties to the Contract, on terms reasonably acceptable to Buyer.  With respect to any such assigned contracts, Buyer shall be liable for any invoices from the other parties thereto received after the Effective Date, regardless of whether the invoice covers a period prior to or after the Effective Date.

1.11             Allocation of Expenses .  Seller shall be responsible for all invoices or other demands for payment received prior to the Effective Date and Buyer shall be responsible for all invoices and other demands for payment received after the Effective Date, regardless of whether the invoice or other demand for payment covers a period prior to or after the Effective Date.  

2.1             Certain Tax Matters .  All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by the Party against whom they are assessed when due, and each Party will, at its own expense, file all necessary tax returns and other documentation with respect to all such Taxes, fees and charges. Buyer shall be responsible for the preparation of and filing the appropriate documentation, including the purchase price allocation, under Section 1060 of the Internal Revenue Code, including Form 8594, in accordance with Schedule 2.1 hereof and Seller agrees to file a conforming form after the completion of the Contemplated Transactions hereunder.

2.2             Publicity .  For 3 months following the closing, no Party shall issue any press release or otherwise make any announcements to the public about the Contemplated Transactions without the prior written consent of the other Parties, except as required by any applicable Legal Requirements.   Seller and Buyer may inform the employees, members, managers, customers, and suppliers and others having dealings with Seller and/or Buyer regarding the Business by letter and in person but shall not disclose the terms of the transaction unless necessary for the dealings to proceed.  Thereafter, for a period of 3 months following the Closing, Buyer shall make no further announcement regarding the transfer of the Assets or Buyer’s receipt of the Business without Seller’s prior written consent, which consent shall not be unreasonably withheld.

2.3             Confidentiality; Privilege .  Each Party shall keep confidential and shall not appropriate for its own use, reveal or disclose to anyone except as necessary to fulfill a Party’s obligations hereunder, any confidential information of the other (as a “ Disclosing Party ”) which may become known to it prior to or during the term of this Agreement (a “ Receiving Party ”). Each Party agrees to take the necessary steps to protect and maintain the confidentiality of such confidential and proprietary information of the other. Confidential or Proprietary Information shall mean any information maintained as confidential by the other which is not publicly known and not lawfully available without restriction from a third party and identified as such in writing at the time of disclosure by the Disclosing Party. The foregoing restrictions will not apply to any such Confidential Information that is (i) required to be disclosed by court order, subpoena or decree or in compliance with applicable law; (ii) in the public domain other than by reason of a breach hereof by the receiving Party, (iii) known to the Receiving Party prior to its receipt from the Disclosing Party hereunder and is not subject to a confidentiality obligation, (iv) independently developed by the Receiving Party, (v) received by the Receiving Party from a third party and not subject to a confidentiality obligation. Each Party acknowledges that the Disclosing Party is not waiving, and will not be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges as a result of disclosing its Confidential Information, regardless of whether such claims have been or are entitled to be asserted.  Buyer shall not be obligated to maintain Confidential Information purchased by it hereunder.

2.4             Retention of Records .  After the Effective Date, Seller and Buyer shall each provide the other and its representatives reasonable access to records that relate to the Business, during normal business hours and on at least three days’ prior written notice, for any purpose reasonably related to their business activities prior to or after the Effective Date as the case may be.

2.5             Assumption of Liabilities .   Buyer hereby  assumes and agrees to discharge and perform when due, the Assumed Liabilities.  The assumption by Buyer of the Assumed Liabilities shall not expand the rights or remedies of any third party against Buyer or Seller as compared to the rights and remedies which such third party would have had against Seller had Buyer not assumed the Assumed Liabilities.  Without limiting the generality of the preceding sentence, the assumption by Buyer of the Assumed Liabilities shall not create any third party beneficiary rights.

Seller and the MCF Group jointly and severally represent and warrant to Buyer as follows .

3.1             Organization; Qualification .  Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware.  Seller has the limited liability company power and authority to operate, own and lease its properties, perform its obligations, and otherwise carry on its business as now conducted.  Each of Seller and MCF Group have the absolute and unrestricted power, authority and capacity to enter into this Agreement and the Other Agreements to which it is or is to become a party and perform its obligations under this Agreement and such Other Agreements.

3.2             Authorization; Enforceability .  This Agreement and each Other Agreement to which Seller or MCF Group is or is to become a party have been duly executed and delivered by Seller and MCF Group and constitute the legal, valid and binding obligations of Seller and MCF Group, enforceable against Seller and MCF Group in accordance with their respective terms.  Each of Seller and MCF Group has duly and validly authorized this Agreement and the Other Agreements to which it is or is to become a party and all of the Contemplated Transactions to be undertaken by it.

3.3             No Violation of Laws or Agreements; Legal Approvals; Consents . Except forth the Lease and the Equipment Lease, the execution and delivery of this Agreement and the Other Agreements and the consummation and compliance with the Contemplated Transactions by Seller or MCF Group does not and shall not, directly or indirectly (with or without notice or the lapse of time or both): (i) contravene, conflict with, or result in a violation of any provision of its Governing Documents or the resolutions adopted by its directors, managers or members; (b) contravene or conflict with, breach or constitute a violation of any provision of any contract, commitment, law, regulation, judgment, injunction, order or decree binding upon or applicable to MCF Group, Seller or the Assets; or (c) result in the creation or imposition of any Encumbrance on the Assets.  Except as set forth in this Agreement, no person is required to make, give or obtain any Legal Approvals or Consents in connection with the execution, delivery or performance by Seller and MCF Group of this Agreement or any Other Agreement or the consummation by Seller and MCF Group of the Contemplated Transactions.

3.4             Legal Proceedings .  No Legal Proceeding is pending or, to the knowledge of Seller or MCF Group, threatened against or affecting Seller, MCF Group or the Assets, which questions the validity of this Agreement or the Contemplated Transactions, or which might result, either individually or in the aggregate, in any material adverse change in the Business.  To the best of knowledge of MCF Group and Seller, no officer, director, agent, or employee of Seller is subject to any Legal Proceeding or Contract that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the Business or to the sale to Buyer of the Assets.

3.5             Contracts; Compliance .  Each Contract identified in Schedule 1.10 is a legal, valid and binding obligation of Seller and is in full force and effect.   Seller has provided to Buyer true, complete and correct copies of the Lease and the Equipment Lease.

3.6             Governmental Authorizations .  MCF Group and Seller have all Governmental Authorizations, if any, that are necessary to transfer the Assets to Buyer and carry out their obligations under this Agreement.

3.7             No Brokers .  Except for Covington for whose fees MCF Group is solely responsible, neither MCF Group nor Seller has entered into any contract, arrangement or understanding with any person or firm which may result in the obligation of Seller, MCF Group or Buyer or their respective Affiliates to pay any finder’s fee, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the Contemplated Transactions. The Threshold for indemnity claims does not apply to this representation.

3.8             Title . Seller has good, valid and marketable title to all of the Assets, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever, except liens for current taxes not yet due and payable. To the knowledge and belief of Seller and MCF Group, all leases, licenses, permits and authorizations in any manner related to the Assets or the Business and all other instruments, documents and agreements pursuant to which Seller has obtained the right to use any real or personal property in connection with the Business are in good standing, valid and effective in accordance with their respective terms, and there is not under any of such instruments, documents or agreements any existing default or event which with notice or lapse of time, or both, would constitute a default and in respect of which Seller has not taken adequate steps to prevent a default from occurring.

3.9             Taxes ., All federal, state and local tax returns, reports and statements (including all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax under laws of the United States or any state or municipal or political subdivision thereof) required to be filed in connection with the Business (the "Tax Returns") have been filed with the appropriate governmental agencies in all jurisdictions in which such returns, reports and statements are required to be filed, and all such returns, reports and statements properly reflect the tax liabilities in relation to the Business for the periods, properties or events covered thereby; (b) all federal, state and local taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions, including those enumerated above in respect of the Tax Returns, which are called for by the Tax Returns, or claimed to be due by any taxing authority, or upon or measured by Seller’s properties, assets or income (the "Taxes"), have been properly accrued or paid; (c) Neither Seller nor MCF Group has received any notice of assessment or proposed assessment by the Internal Revenue Service or any other taxing authority in connection with any Tax Returns and there are no pending tax examinations of or tax claims asserted against Seller or any of its assets or properties; (d) there are no tax liens (other than any lien for current taxes not yet due and payable) on any of the Assets; (f) Neither Seller nor MCF Group has any knowledge of any basis for any additional assessment of any Taxes in relation to the Business; and (e) Seller has made all deposits required by law to be made with respect to employees’ withholding taxes.

3.10             Litigation . Except for the Vendor Liability described in Section 1.3, no litigation, arbitration, investigation or other proceeding of or before any court, arbitrator or governmental or regulatory official, body or authority is pending or, to MCF Group or Seller’s knowledge and belief, threatened against Seller or MCF Group (in connection with the Business), the Assets, the Business, or the transactions contemplated by this Agreement, and to MCF Group’s and Seller’s knowledge and belief, there is not any basis for any such litigation, arbitration, investigation or proceeding. To Seller’s and MCF Group’s knowledge and belief, Seller is not a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority.

3.11             Operation in Ordinary Course . Since December 31, 2008, Seller and MCF Group have operated the Business in the ordinary course, have paid all payables when due and have not otherwise withdrawn any funds from the Seller’s bank accounts except for the agreed upon $150,000 on January 20, 2009. Post closing neither Seller nor MCF Group will withdraw any funds from such bank accounts without Buyer’s express written consent in each instance. The Threshold for indemnity claims does not apply to this representation and covenant.

3.12             Disclaimer of Other Representations and Warranties .  Except as expressly set forth in this Article III, Seller makes no representation or warranty, express or implied, at law or in equity, in respect of the Seller or Assets, nor does Seller make any representations or warranties regarding Buyer’s ability to continue the Business or any customer relationships.  The Buyer acknowledges and agrees, that except as expressly set forth in this Article III, the Assets are sold to Buyer “as is,” “where-is” and with “all faults.”

Buyer represents and warrants to Seller as follows:

4.1             Organization .  Buyer is a limited liability company which has been duly organized, and in good standing under the laws of Massachusetts. Buyer has the power and authority to own or lease its properties, carry on its business, enter into this Agreement and the Other Agreements to which it is or is to become a party and perform its obligations under this Agreement and under such Other Agreements.

4.2             Authorization; Enforceability .  This Agreement and each Other Agreement to which Buyer is or will become a party have been or will be duly executed and delivered by Buyer, and constitute or will co