ASSET PURCHASE AGREEMENT

EXHIBITS

     (b)           all accounts receivable, notes receivable and other receivables and any security therefor;

     (c)           all fixed assets, equipment, fixtures, furnishings, servers, computer hardware and other tangible property, including the property described on Schedule 1.2(c) ;

                 (e)           all right, title and interest in and to the name “Pivotal Research Centers, Inc.,” “Pivotal Research Centers, LLC” or any derivatives thereof, and all other trade names used by the Business;

                (g)           all information, files, documents, correspondence, records, data, plans, reports, contracts and recorded knowledge, including customer, supplier, price and mailing lists, and all accounting, payroll, personnel or other books and records, in whatever media retained or stored, including computer programs and disks;

                (h)           all transferable Licenses (as defined in Section 3.9), including those set forth on Schedule 1.2(h) ;

                   (c)           all rights and claims of the Sellers and Parent under this Agreement and the Purchaser Ancillary Documents (as defined in Section 4.2);

                   (d)           the assets set forth on Schedule 1.3(d); and

           (a)           the obligations and liabilities of the Sellers under the Assumed Contracts, to the extent such obligations and liabilities (i) are not required to be performed prior to the Closing Date, (ii) are disclosed in such Assumed Contracts and do not relate to the breach or non-performance thereof by the Sellers, and (iii) accrue and relate to the operations of the Business on or subsequent to the Closing Date; and

                   (b)           the current liabilities of the Sellers of the types listed on Schedule1.4(b) .

         (ii)           Taxes (as defined in Section 3.11(f)) of the Sellers with respect to any period (whether complete or partial), except as provided in Section 2.4;

                           (iii)           any liability for any indebtedness with respect to borrowed money, including any interest or penalties accrued thereon;

                          (iv)           any liability relating to, resulting from, or arising out of, (A) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings, or (B) claims based on violations of law, breach of contract, or environmental, health and safety matters or any other actual or alleged failure of either Seller to perform any obligation, in each case to the extent arising out of, or relating to, (x) events that have occurred, (y) services performed, or (z) the operation of the Business, prior to the Closing Date;

         (vii)           except as expressly set forth in Section 5.4, any Seller Benefit Plan Liability (as defined in Section 5.5) or any Seller Employer Liability (as defined in Section 5.6), whether or not such liability or obligation arises prior to, on or following the Closing Date; or

         (viii)           any liability of the Sellers or Parent arising or incurred in connection with the negotiation, preparation and execution of this Agreement or the consummation of the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Sellers or Parent.

           (b)           The Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the matters in the foregoing clause (a) and all costs and expenses in connection therewith.

     1.6           Nonassignable Contracts

             (b)           If and to the extent that the Sellers are unable to obtain any third party consent contemplated by Section 1.6(a), the Sellers shall continue to be bound by any such Assumed Contract (the “ Non-Assigned Contract ”).  To the maximum extent permitted by law and the terms of the Non-Assigned Contract, (i) the Sellers shall make the benefit of such Non-Assigned Contract available to the Purchaser, and (ii) the assignment provisions of this Agreement shall operate to the extent permitted by law and the applicable Non-Assigned Contract to create a subcontract, sublease or sublicense with the Purchaser to perform each relevant Non-Assigned Contract on the terms and conditions set forth therein.  To the extent such benefit is made available, and/or such subcontract, sublease or sublicense is created, (A) the Purchaser shall pay, perform and discharge fully all obligations of the Sellers under any such Non-Assigned Contract from and after the Closing Date, (B) the Sellers shall, without further consideration therefor, pay and remit to the Purchaser promptly any monies, rights and other consideration received in respect of such Non-Assigned Contract performance, and (C) the Sellers shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as directed by the Purchaser.

             (c)           If and when any third party consent contemplated by this Section 1.6 shall be obtained or any such Non-Assigned Contract shall otherwise be assignable, the Sellers shall promptly assign all of their rights and obligations thereunder or in connection therewith to the Purchaser without payment of further consideration therefor, the Purchaser shall assume such rights and obligations, and such Non-Assigned Contract will be deemed to be an Assumed Contract transferred in accordance with Section 1.2 hereof.

     2.1            The Closing  The closing of the Acquisition provided for in this Agreement (the “ Closing ”) will take place at the offices of Morris, Manning & Martin, LLP, 3343 Peachtree Road, N.E., 1600 Atlanta Financial Center, Atlanta, Georgia  30326, at 11:00 a.m. (Atlanta, Georgia time) on the date that the conditions set forth in Sections 7.1, 7.2 and 7.3 are satisfied in full or waived by the appropriate party, as applicable (such date, the “ Closing Date ”), or at such other time and place as the Purchaser and the Sellers may otherwise agree.  Subject to the provisions of Section 7.5, failure to consummate the Acquisition as set forth in this Section 2.1 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.  In such a situation, the Closing will occur as soon as practicable, subject to Section 7.5.   The effective time for all purposes of the consummation of the Acquisition shall be 12:01 a.m. (Phoenix, Arizona time) on the Closing Date.

              (a)            Purchase Price at Closing .  On the terms and subject to the conditions set forth in this Agreement, the purchase price for the Assets to be paid by the Purchaser at the Closing, in addition to the Purchaser’s assumption of the Assumed Liabilities, shall be $3,000,000 (the “ Closing Purchase Price ”).  On the Closing Date, the Purchaser shall pay (or caused to be paid) the Closing Purchase Price to PRC Inc., which shall be paid by wire transfer of immediately available funds to the account set forth on Schedule 2.2(a) .  The Sellers and Parent acknowledge that the payment to be made pursuant to the foregoing sentence constitutes payment in full of the Closing Purchase Price.  The Closing Purchase Price, together with the Earn-Out Amounts (as defined in Section 2.2(b)), hereinafter are referred to collectively as the “ Purchase Price .”

           (e)            Operation of Business Post-Closing .  After the Closing Date and until December 31, 2009, the Purchaser hereby agrees with the Sellers (i) to operate the Business in good faith in a substantially similar manner as it was operated by the Sellers prior to the Closing and to take no action with an intent or purpose of improperly delaying or avoiding payment of, or reducing the amount of, the Earn-Out Amounts, and (ii) use its commercially reasonable efforts to preserve and increase the Business, to comply with applicable law, and to preserve the goodwill of the Customers and others having business relations with the Purchaser with respect to the Business, subject to the fiduciary duties of the Purchaser’s board of directors or board of managers to Premier.  On and after the Closing ate, and until the delivery of the Earn-Out Report in accordance with Section 2.2(c), the Purchaser shall maintain a financial reporting system that willseparately account for the revenues and expenses related to the Business and facilitate the determination of Net Revenues and Earn-Out Amounts.

           (f)            Firm .  If the Purchaser and the Sellers are unable to resolve any Disputed Matters in accordance with Section 2.2(c), then the Purchaser and the Sellers will select and engage, in accordance with the time periods set forth in Section 2.2(c), a mutually acceptable independent accounting firm to resolve any remaining objections (the “ Firm ”), which Firm shall not have provided accounting services to the Purchaser, the Sellers or Parent during the three-year period immediately prior to its selection.  If the Purchaser and the Sellers are unable to agree on the choice of the Firm, or if the firm so selected declines to serve or is unable to act, they will select by lot a nationally recognized accounting firm (after excluding the accounting firms that provided prior accounting services as described above) to be the Firm.

     2.3          Allocation of Purchase Price  The Purchase Price (plus the amount of the Assumed Liabilities) shall be allocated among the Assets as set forth in Schedule 2.3 hereto (the “ Allocation ”), which the parties determined by arm’s length negotiation in compliance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury Regulations promulgated thereunder (the “ Regulations ”).  The Purchaser, the Sellers and Parent shall (a) timely file all forms (including Internal Revenue Service (“ IRS ”) Form 8594), and Tax Returns (as defined in Section 3.11(f) below) required to be filed in connection with the Allocation, (b) be bound by the Allocation for purposes of determining Taxes, and (c) take no position, and cause their respective Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or in any audit or proceeding before any Tax Authority (as defined in Section 3.11(f) below).  In the event that the Allocation is disputed by any Tax Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto concerning the dispute and any resolution of the dispute.

     2.4     Proration of Taxes  The Purchaser, the Sellers and Parent agree that Taxes with respect to the Assets (but in no event including income Taxes) shall be prorated as of the Closing Date, with the Sellers liable to the extent such items relate to any time period before the Closing Date, and the Purchaser liable to the extent such items relate to periods commencing on or after the Closing Date.  In connection with these prorations, in the event that actual figures are not available on the Closing Date, the proration shall be based upon the actual Taxes or other amounts accrued through the Closing Date or paid for the most recent year (or other appropriate period) for which actual Taxes or other amounts paid are available.  Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate party within sixty (60) days of the date that the previously unavailable actual figures become available.  The Purchaser and the Sellers agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 2.4.

     2.5     Further Assurances  Each party hereto shall on the Closing Date and from time to time thereafter at any other party’s reasonable request and without further consideration, execute and deliver to such other party such instruments, certificates and documents required to effect the Acquisition (in addition to those delivered pursuant to this Section 2), as shall be reasonably requested to consummate more effectively the transactions contemplated by this Agreement.

     2.6        Guaranty .  As a material inducement to the Sellers’ agreeing to the terms and conditions of this Agreement, including the payment of a portion of the Purchase Price in the form of the Earn-Out Amounts, concurrently with the execution and delivery of this Agreement, Premier Research Group Ltd., a limited company organized under the laws of England and Wales (“ Guarantor ”) has executed and delivered to the Sellers a guaranty substantially in the form of Exhibit A hereto (the “ Guaranty ")

     3.1         Organization; Books and Records .

           (a)           PRC Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to possess all governmental franchises, licenses, permits, authorizations and approvals necessary (i) to own, lease, operate and carry on its business as now being conducted and as proposed to be conducted, and (ii) to enter into and perform this Agreement and each of the Seller Ancillary Documents (as defined in Section 3.2) to be executed and delivered by it.  PRC Inc. is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of its business or the ownership, leasing or holding of its properties requires such qualification.   Schedule 3.1 contains a correct and complete list, as of the date hereof, of the jurisdictions in which PRC Inc. is qualified to do business as a foreign corporation.

           (b)           PRC LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Arizona and has all requisite power and authority to possess all governmental franchises, licenses, permits, authorizations and approvals necessary (i) to own, lease, operate and carry on its business as now being conducted and as proposed to be conducted, and (ii) to enter into and perform this Agreement and each of the Seller Ancillary Documents (as defined in Section 3.2) to be executed and delivered by it.  PRC LLC is duly qualified to transact business and is in good standing as a foreign limited liability company in each jurisdiction where the character of its business or the ownership, leasing or holding of its properties requires such qualification.   Schedule 3.1 contains a correct and complete list, as of the date hereof, of the jurisdictions in which PRC LLC is qualified to do business as a foreign limited liability company.

           (c)           Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Massachusetts and has all requisite power and authority to possess all governmental franchises, licenses, permits, authorizations and approvals necessary (i) to own, lease, operate and carry on its business as now being conducted and as proposed to be conducted, and (ii) to enter into and perform this Agreement and each of the Seller Ancillary Documents to be executed and delivered by it.

           (d)           Each Seller has delivered to the Purchaser a true and complete copy of its certificate of incorporation or certificate of formation and bylaws or operating agreement, as applicable, each as amended to date.

     3.2      Authorization, Execution and Enforceability   The execution, delivery and performance of this Agreement and the documents to be executed by Parent or the Sellers in connection with this Agreement as listed on Schedule 3.2 (collectively, the “ Seller Ancillary Documents ”) and the consummation of the transactions contemplated by this Agreement and the Seller Ancillary Documents have been duly authorized by all necessary corporate or limited liability company action on the part of Parent and the Sellers, respectively.  This Agreement and each Seller Ancillary Document have been or will be duly executed and delivered by Parent or the Sellers, as applicable, and constitute the valid and legally binding agreements of Parent or the Sellers, enforceable against Parent or the Sellers in accordance with their respective terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

      3.3      Absence of Restrictions and Conflicts.   Except as disclosed in Schedule 3.10 , the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents do not, (a) conflict with or result in any breach of any term or provision of the certificate of incorporation, bylaws or other similar corporate or limited liability company organizational documents of Parent or the Sellers, (b) with or without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default (or give rise to any right of termination, amendment or cancellation) under, result in the loss of any benefit under or permit the acceleration of any obligation under, any Assumed Contract or result in the creation of any Lien on any of the Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract, agreement or other obligation to which Parent or any Seller is a party or by which any of their properties or assets may be bound, or (c) violate any judgment, decree or order of any Governmental Authority (as defined below) to which Parent or any Seller is a party or by which Parent or any Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Parent or any Seller.  No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each, a “ Governmental Authority ”) with respect to Parent or any Seller is required in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Parent or any Seller or the consummation of the transactions contemplated by this Agreement or Seller Ancillary Documents by Parent or any Seller.

     3.4            Capitalization; No Interest in Other Entities .

           (a)           Parent owns, beneficially and of record, all of the issued and outstanding capital stock of PRC Inc.  PRC Inc. owns, beneficially and of record, all of the issued and outstanding membership interests of PRC LLC.  No Seller has any outstanding options, warrants, appreciation rights, phantom rights or any other rights, obligations or other agreements with respect to its capital stock or membership interests.

     3.5            Ownership of Assets and Related Matters .

           (a)            Real Property .  The Assets do not include, and no Seller owns, any real property.

           (b)            Leases .   Schedule 3.5(b) sets forth a correct and complete list of (i) all Contracts of the Sellers granting the Sellers possession of or rights to real property  (the “ Real Property Leases ”) and (ii) all Contracts of the Sellers granting the Sellers possession of or rights to personal property (the “ Personal Property Leases ”).  The Sellers have heretofore delivered to the Purchaser correct and complete copies of all of the Real Property Leases and the Personal Property Leases.  All of the Real Property Leases and Personal Property Leases are valid and enforceable in all respects in accordance with their respective terms with respect to the Sellers and, to the knowledge of the Sellers, any other party thereto.  There is not, with respect to the Real Property Leases and the Personal Property Leases, any existing default, or event of default, or event which with or without due notice or lapse of time or both would constitute a default or an event of default, on the part of the Sellers or, to the knowledge of the Sellers, any other party thereto.  With respect to the real property covered by the Real Property Leases and all buildings, structures, fixtures, and improvements located thereon, each Seller has adequate rights of ingress and egress for the operation of the Business in the ordinary course consistent with past practice.  With respect to the real property covered by the Real Property Leases, to the knowledge of the Sellers, neither the whole nor any portion of such property is subject to any governmental decree or order to be sold or is being condemned, expropriated, or otherwise taken by any Governmental Authority with or without payment or compensation for such property and no such condemnation, expropriation or taking has been proposed.

           (c)            No Third Party Options .  There are no existing Contracts, options, commitments or similar rights with, of or to any Person (other than the Purchaser pursuant to this Agreement) to acquire any assets, properties or rights included in the Assets or any interest therein.  For purposes of this Agreement, “ Person ” means any individual or entity, including a corporation, limited liability company, partnership, joint venture, firm, association, trust, unincorporated organization, other business enterprise or Governmental Authority.

           (d)            Ownership .  Except as set forth on Schedule 3.5(d) , each Seller has good and valid, legal and beneficial title to the Assets of such Seller, free and clear of all mortgages, liens, pledges, security interests, charges, easements, leases, subleases, licenses and other occupancy arrangements, covenants, rights of way, options, claims, restrictions, or encumbrances of any kind other than the Assumed Liabilities (collectively, “ Liens ”).  Prior to the Closing, Parent and the Sellers shall cause each of the Liens set forth on Schedule 3.5(d) (and any other Liens on the Assets that may arise between the date of this Agreement and the Closing) to be terminated and released in their entirety, so that on the Closing Date each Seller shall transfer to the Purchaser good and valid, legal and beneficial title to the Assets of such Seller, free and clear of all Liens.

           (e)            Accounts Receivable .  The Sellers have delivered to the Purchaser a schedule of the Sellers’ accounts receivable as of September 30, 2008 (the “ Receivables ”) showing the amount of each receivable and an aging of amounts due thereunder, which schedule is true and complete in all material respects as of that date.  To the knowledge of the Sellers, the debtors to which the Receivables relate are not in or subject to a bankruptcy or insolvency proceeding, and none of the Receivables have been made subject to an assignment for the benefit of creditors.  All of the Receivables (i) arose from bona fide transactions in the ordinary course of business, (ii) to the knowledge of the Sellers, are valid, existing and collectible in a manner consistent with the Sellers’ past practice without resort to legal proceedings or collection agencies, (iii) represent monies due for services rendered in the ordinary course of business, and (iv) are not subject to any refunds or adjustments or any defenses, rights of set-off, assignment, restrictions, security interests or other Liens.  All of the Receivables are current, and there are no disputes regarding the collectability of any Receivables.  None of the Receivables have been factored, pledged, turned over for collection or assigned to any Person.

           (f)            Condition of Certain Assets .  The equipment and other tangible property included in the Assets are in good operating condition and good state of repair, ordinary wear and tear excepted.

     3.6      Financial Statements

           (a)           The Sellers have delivered to the Purchaser the following:

                 (i)           their unaudited consolidated balance sheet at June 30, 2008, June 30, 2007 and June 30, 2006, and their unaudited consolidated statements of income, retained earnings and cash flows for the twelve month periods then ended (collectively, the “ Annual Financial Statements ”); and

           (b)           The Financial Statements have been prepared from, and are in accordance with, the books and records of the Sellers, which books and records are maintained on the accrual basis in accordance with GAAP and the Sellers’ accounting policies, practices and procedures as set forth in Schedule 3.6(b) (all of which are consistent with GAAP), each as consistently applied throughout the periods indicated, and each subject to normal year-end audit adjustments and to the fact that such statements lack footnotes and other presentation items (which, if such matters were included, would not be material individually or in the aggregate).  Each of the balance sheets included in the Financial Statements (including any related notes and schedules) fairly presents the financial position of the Sellers, as of the date of such balance sheet, and each of the statements of income, retained earnings, and cash flows included in the Financial Statements (including any related notes and schedules) fairly presents the results of operations, changes in retained earnings and changes in cash flows, as the case may be, of the Sellers, for the periods set forth therein, in each case in accordance with GAAP and the Sellers’ accounting policies, practices and procedures as set forth in Schedule 3.6(b) (all of which are consistent with GAAP), each as consistently applied throughout the periods indicated, and each subject to normal year-end audit adjustments and to the fact that such statements lack footnotes and other presentation items (which, if such matters were included, would not be material individually or in the aggregate).  Since June 30, 2004, there has been no material change in any of the accounting (and tax accounting) policies, practices or procedures of the Sellers.

     3.7      Absence of Certain Changes .  Except with respect to the transactions contemplated by this Agreement, neither Seller has taken any of the following actions since the date of the Interim Financial Statements:

           (a)           entered into any employment agreement relating to the Business and having an annual base salary amount of $75,000 or more;

            (b)           terminated or modified any existing benefit arrangement or employee benefit plan or otherwise increased the annual level of compensation of any existing employee other than such annual compensation increases occurring in the ordinary course of business;

           (c)           encumbered, sold, licensed or otherwise transferred any assets, properties or rights of such Seller relating to the Business to any Person, other than sales or services to Customers in the ordinary course of business;

                 (d)           engaged in any efforts outside the ordinary course of business to accelerate the collection of any Receivables;

                 (e)           canceled or waived any indebtedness or other obligation owing to the Seller relating to the Business;

                 (g)           made any payment relating to the Business in excess of $10,000;

                 (h)           purchased or otherwise acquired any property, rights or assets relating to the Business having a value in excess of $10,000;

                 (i)           waived any rights or claims of such Seller relating to the Business;

                 (j)           breached, amended or terminated any of the Assumed Contracts;

                 (k)           engaged in any transaction relating to the Business outside the ordinary course of business; or

                 (l)           agreed to do any of the foregoing.

      3 8            Legal Proceedings.   There are no suits, actions, claims, hearings, charges, complaints, demands, proceedings or investigations (collectively, “ Proceedings ”) pending or, to the Sellers’ knowledge, threatened against, relating to or involving the Sellers, the Business, Parent (solely to the extent relating to its ownership of the Sellers) or any of the Sellers’ officers or directors (acting in their capacity as such) before any Governmental Authority nor, to the knowledge of the Sellers, is there any basis for any such Proceeding.  There is no judgment, decree, injunction, citation, settlement agreement, rule or order of any Governmental Authority outstanding against the Sellers.

     3.10            Assumed Contracts    Schedule 3.10 sets forth, as of the date hereof, (a) a complete and correct list of all material Contracts (including the Real Property Leases and the Personal Property Leases), and all Contracts (material or otherwise) with any Customer, relating to the Business to which a Seller is a party and which currently are outstanding (collectively, and unless indicated otherwise on Schedule 3.10 , the “ Assumed Contracts ”), and (b) a complete and correct list of all consents or notices required to be obtained or given under the Contracts listed on Schedule 3.10 in connection with this Agreement.  For purposes of this Agreement, “ Contract ” means any legally binding contract, agreement, arrangement, commitment, undertaking, instrument, permit, mortgage, license, sublicense, letter of intent, quotation, statement of work, contract order or purchase order (in each case, whether oral or in writing).  Complete and correct copies of all Assumed Contracts (as defined below) have been delivered to Premier and the Purchaser.  The Assumed Contracts are in full force and effect and are valid and enforceable in accordance with their respective terms with respect to the applicable Seller and, to the knowledge of the Sellers, each other party thereto.  With respect to the Assumed Contracts, there is no existing default, event of default, or event which with or without due notice or lapse of time or both would constitute a default or event of default, on the part of the applicable Seller or, to the knowledge of the Sellers, any other party thereto.

     3.11           Tax Returns; Taxes

           (a)           Each Seller has timely filed all Tax Returns that it was required to file and all such Tax Returns were correct and complete in all material respects.  All Taxes owed by a Seller (whether or not shown on any Tax Return) have been paid.  Neither Seller is currently the beneficiary of any extension of time within which to file any Tax Return.  Neither Seller nor Parent has received notice of a claim made by a Taxing Authority in a jurisdiction where any Seller does not file Tax Returns that such Seller is or may be subject to taxation by that jurisdiction.  There are no Liens on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax.

           (b)           Neither Seller nor Parent has received notice of:  (i) any issue raised or adjustment proposed (and, to the knowledge of the Sellers, none is pending) by any Tax Authority with respect to Taxes of any Seller; or (ii) any pending Tax audit or examination, nor any action, suit, investigation, claim or deficiency asserted with respect to such Seller.  Neither Seller has waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

           (d)           Each Seller has delivered to Premier and the Purchaser true and correct copies of all Tax Returns filed by such Seller during the past three (3) calendar years.

           (e)           Neither Seller has been a member of any group of corporations filing Tax Returns on a consolidated, combined, unitary or similar basis, other than each such group of which it is currently a member.

                 (f)           Neither Seller will be obligated to make a payment, in connection with the transactions contemplated hereunder or otherwise, to any employee or former employee or former employee of, or individual providing services to a Seller that would be a “parachute payment” to a “disqualified individual” as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future.  Neither Seller will be obligated to pay any excise Taxes or similar Taxes imposed on any employee or former employee of, or individual services to a Seller under Section 4999 of the Code as a result of the consummation of the transactions contemplated hereby.

                 (g)           For purposes of this Agreement:  (i) the term “ Tax ” or “ Taxes ” includes all taxes, charges, fees, levies or other assessments imposed by any federal, state, local or foreign Tax Authority, including, without limitation, all income, gross receipts, gains, profits, windfall profits, gift, severance, ad valorem, social security, unemployment, disability, premium, recapture, credit, excise, property, sales, use, occupation, service, service use, leasing, leasing use, value added, transfer, payroll, employment, withholdings, estimated, license, stamp, franchise or similar taxes (including any interest earned thereon or penalties, additions or fines attributable thereto or attributable to any failure to comply with any requirement regarding Tax Returns and any interest in respect of such penalties, additions or fines); (ii) “ Tax Return ” means any report, return, documents, declaration or other information or filing required to be supplied to any Tax Authority or jurisdiction with respect to Taxes including, without limitation, any supporting schedules or attachments and any amendments thereto; and (iii) “ Tax Authority ” means any Governmental Authority responsible for the assessment, determination, collection or imposition of any Tax (including the IRS).

     3.12            Employees .   Schedule 3.12 contains a true and complete list of all of the employees (whether full-time, part-time or otherwise) and independent contractors of each Seller as of the date hereof, specifying their status as an employee or independent contractor, annual salary, hourly wages, position, length of service, location of employment or independent contractor services, and consulting or other independent contractor fees, together with an appropriate notation next to the name of any such employee or independent contractor on such list who is subject to any written employment agreement, consulting Contract or any other written term sheet or other document describing the terms and/or conditions of employment of such employee or of the rendering of services by such independent contractor.  Each Seller has properly classified as an independent contractor any person so named on Schedule 3.12 .  Except as set forth on Schedule 3.12 , neither Seller has made any verbal commitments to any officers, current or former employees, current or former consultants or independent contractors with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated by this Agreement or otherwise (all of which commitments shall remain the sole and exclusive obligations of the applicable Seller).

     3.13           Employee Benefit Plans.  Except as disclosed on the corresponding subparagraph in Schedule 3.13 :

           (a)           There are no nonqualified deferred compensation, incentive compensation, equity compensation plans, “welfare” plans, funds or programs (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)), “pension” plans, funds or programs (within the meaning of Section 3(2) of ERISA), other employee benefit plans, funds, programs, agreements or arrangements, in any case, that are sponsored, maintained or contributed to or required to be contributed to by any Seller or by any trade or business, whether or not incorporated (an “ ERISA Affiliate ”), that together with any Seller would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA or Section 414 of the Code, or to which any Seller or an ERISA Affiliate is party, or with respect to which any Seller or an ERISA Affiliate could have any liability, whether written or oral, for the benefit of any employee or former employee, contractor or former contractor, director, shareholder, or any dependent of such, of any Seller or any ERISA Affiliate (individually, a “ Benefit Plan ,” and collectively, the “ Benefit Plans ”).

                 (b)           There are no employment, termination, retention, change in control or severance agreements to which any Seller or an ERISA Affiliate is a party, whether written or oral, for the benefit of any employee or former employee of any Seller (individually, an “ Employment Contract ,” and collectively, the “ Employment Contracts ”).

                 (c