ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

among

eFunds Corporation,

Chex Systems, Inc.,

National Check Protection Service Business Trust,

National Data Verification Service Business Trust

and

The Shareholders

made as of

May 3, 2005

Table of Contents

ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made as of May 3, 2005, among Chex Systems, Inc., a Minnesota corporation (“ Buyer ”), eFunds Corporation, a Delaware corporation and the sole shareholder of Buyer (“ Parent ”), National Check Protection Service Business Trust, a Massachusetts business trust (“ NCPS Business Trust ”), National Data Verification Service Business Trust, a Massachusetts business trust (“ NDVS Business Trust ”), Robert J. Zammito, Jr. (“ Sellers’ Representative ”) and the shareholders of NCPS Business Trust and NDVS Business Trust listed on Exhibit A (the “ Shareholders ”). NCPS Business Trust and NDVS Business Trust are referred to in this Agreement together as “ Sellers ” and each as “ Seller .”

Recitals

      WHEREAS , NCPS Business Trust owns all of the outstanding capital stock of National Check Protection Service, Inc., a Massachusetts corporation (“ NCPS ”).

      WHEREAS , NDVS Business Trust owns all of the outstanding capital stock of National Data Verification Service, Inc., a Massachusetts corporation (“ NDVS ”).

      WHEREAS , NCPS and NDVS are currently engaged in the business of providing new account verification and employment screening services for financial institutions (the “ Business ”).

      WHEREAS , the Shareholders together own all of the outstanding shares of beneficial interest in NCPS Business Trust and NDVS Business Trust.

      WHEREAS , the trustees of Sellers have authorized the sale of substantially all of the assets of NCPS and NDVS to Buyer pursuant to the terms of this Agreement.

      WHEREAS , Sellers desire to sell, and Buyer desires to buy, substantially all of the assets of NCPS and NDVS on the terms and subject to the conditions set forth in this Agreement.

      WHEREAS , prior to closing the transactions contemplated by this Agreement, Sellers and the Shareholders will procure the merger of NCPS with and into NCPS Business Trust and the merger of NDVS with and into NDVS Business Trust.

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

I. Definitions

     All capitalized terms used in this Agreement have the meanings set forth in Exhibit B to this Agreement.

II. Purchase of Acquired Assets and Closing

     2.1 Purchase and Sale of Acquired Assets . At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers agree to sell to Buyer, and Buyer agrees to buy from Sellers, free and clear of all Encumbrances except Permitted Encumbrances, all right, title and interest in and to all of the assets that relate to, have been developed for use in connection with, arise from the conduct of, are used or held for use in connection with or are necessary for the conduct of the Business as currently conducted and as currently proposed by Sellers to be conducted without giving effect to the transactions contemplated by this Agreement (the “ Acquired Assets ”), including the following with respect to each Seller (but excluding the Excluded Assets):

     (a) leasehold interests in all of the real property leased or otherwise used or occupied by Seller, including the Real Property listed on Schedule 3.10 , including all improvements and fixtures thereon and all rights and easements appurtenant thereto;

     (b) all equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind owned or leased by Seller (wherever located and whether or not carried on Seller’s books), together with any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of Seller relating to these items (the “ Tangible Personal Property ”);

     (c) all (i) accounts receivable and other rights to payment from customers of Seller for goods sold or services rendered and the full benefit of all security for such accounts or rights to payment, (ii) other accounts or notes receivable of Seller and the full benefit of all security for such accounts or notes and (iii) Seller’s rights related to any of the foregoing;

     (d) all rights with respect to deposits, prepaid expenses, claims for refunds and rights to offset, including rights relating to the prior payment of Taxes and interest payable with respect to any of the foregoing;

     (e) all (i) Contracts to which Seller is a party or a third party beneficiary, including Contracts that are included in the other items listed in this Section 2.1(e), Contracts under which Seller has rights with respect to any of the other Acquired Assets and Contracts listed on Schedule 3.14, but not including the Excluded Contracts, (ii) outstanding offers or solicitations made by or to Seller to enter into any such Contract and (iii) rights of Seller related to any of the foregoing (the “ Acquired Contracts ”);

     (f) all Governmental Authorizations that are held by Seller and may be assigned to Buyer, including all pending applications or renewals;

     (g) all written materials, data and records of Seller (in whatever form or medium), including to the extent they exist: (i) client, customer, prospect, supplier, dealer and distributor lists and records, (ii) information regarding referral sources, (iii) product catalogs and brochures, (iv) sales and marketing, advertising and promotional materials, (v) research and development materials, reports and records, (vi) production reports and records, (vii) equipment logs, (viii) service, warranty and claim records, (ix) maintenance records and other documents relating to the Real Property and the Tangible Personal Property, (x) purchase orders and invoices, (xi) sales orders and sales order log books, (xii) material safety data sheets, (xiii) price lists, (xiv) quotations and bids, (xv) operating guides and manuals, (xvi) correspondence, (xvii) books, records, journals and ledgers, (xviii) product ideas and developments and (xix) plans and specifications, plats, surveys, drawings, blueprints and photographs;

     (h) all Owned Intellectual Property Rights, including the items listed on Schedule 3.13 , and all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof;

     (i) all Software licensed to Seller, including all such items listed on Schedule 3.13 ;

     (j) all Licensed-In Intellectual Property Rights (other than Software), including all such items listed on Schedule 3.13 , and all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof (such Intellectual Property Rights, together with the Intellectual Property Rights described in Sections 2.1(h) and 2.1(i), the “ Acquired Intellectual Property ”);

     (k) all of Seller’s other intangible rights and property, including (i) going concern value, (ii) goodwill, (iii) directory, telecopy and e-mail names, numbers, addresses and listings and (iv) domain names , and all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any misappropriation or misuse thereof;

     (l) all insurance benefits, including rights and proceeds, arising from or relating to the Acquired Assets or the Assumed Liabilities prior to the Closing Date;

     (m) cash equal to (x) the proceeds from the sale of Tangible Personal Property, other than in the Ordinary Course of Business, after the date of this Agreement and prior to the Closing Date and (y) the amount of any payments received by Seller prior to the Closing Date related to any performance under any Contract after the Closing Date;

     (n) all of Seller’s claims against third parties related to the Acquired Assets, whether choate or inchoate, known or unknown, contingent or noncontingent; and

     (o) all other rights, properties and assets of every kind, character and description, tangible or intangible, of Seller, whether or not similar to the items specifically listed above.

The foregoing description of the Acquired Assets assumes that the Mergers will have been completed prior to the Closing in accordance with Section 5.4.

     2.2 Excluded Assets . Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of each Seller (the “ Excluded Assets ”) are not part of the sale and purchase contemplated by this Agreement, are excluded from the Acquired Assets and will be retained by such Seller and remain the property of such Seller following the Closing:

     (a) all rights of Seller under this Agreement and any other agreements between Seller and Buyer entered into on or after the date of this Agreement;

     (b) Seller’s records relating to the organization, maintenance, existence and good standing of Seller as a business trust and NCPS and NDVS as corporations, namely Seller’s and NCPS’ and NDVS’ (i) charter documents, (ii) qualifications to conduct business as a foreign corporation, (iii) taxpayer and other identification numbers, (iv) minute books, (v) stock records, (vi) tax records, (vii) books of account and (vii) corporate seals;

     (c) any records that Seller is required by Law to retain in its possession (provided, that copies of any such records that are not “ Excluded Assets ” by another provision of this Section 2.2 will, to the extent permitted by Law, be provided to Buyer at the Closing);

     (d) those Governmental Authorizations and pending applications or renewals of governmental obligations that are nonassignable in accordance with their terms, all of which are listed on Schedule 2.2(d) ;

     (e) subject to Section 2.1(l), all insurance policies and rights thereunder;

     (f) those Contracts listed in Schedule 2.2(f) (the “ Excluded Contracts ”) and those Contracts entered into after the date of this Agreement not in accordance with the provisions of this Agreement other than those that Buyer expressly agrees to assume;

     (g) any shares of capital stock of Seller, NCPS and NDVS;

     (h) all securities owned by or on behalf of Seller;

     (i) except as provided in Section 2.1(m), Seller’s cash and cash equivalents (including marketable securities and short-term investments);

     (j) all accounts receivable from any Insider;

     (k) those rights relating to deposits, prepaid expenses, claims for refunds and rights to offset listed on Schedule 2.2(k) , including rights relating to the payment of interest payable with respect to any of the foregoing;

     (l) all rights in connection with, and with respect to the assets associated with, any Plan;

     (m) the assets listed on Schedule 2.2(m) ; and

     (n) any other assets specified by Buyer upon notice to Sellers not less than one day prior to Closing.

     2.3 Assumption of Assumed Liabilities . At the Closing and on the terms and subject to the conditions set forth in this Agreement, Buyer agrees to assume only the following Liabilities of Sellers (the “ Assumed Liabilities ”):

     (a) all executory Liabilities arising or to be performed after the Closing under all (i) Acquired Contracts listed on Schedule 3.13 or 3.14 as in existence on the date of this Agreement as the same have been provided to Buyer or counsel to Buyer, but not including the Excluded Contracts, (ii) Acquired Contracts not required to be listed pursuant to Section 3.14, as in existence on the date of this Agreement and entered into in the Ordinary Course of Business prior to the date of this Agreement, (iii) Acquired Contracts described in (i) or (ii) to the extent the same are amended after the date of this Agreement in accordance with this Agreement, (iv) Acquired Contracts entered into after the date of this Agreement in accordance with the provisions of this Agreement and (v) those Acquired Contracts entered into after the date of this Agreement not in accordance with the provisions of this Agreement that Buyer expressly agrees to assume, in each case other than any Liability arising out of or relating to a breach that occurred prior to the Closing; and

     (b) all of Sellers’ accounts payable for goods and services incurred in the Ordinary Course of Business that are either reflected on the Latest Balance Sheets or relating to the Business and incurred by a Seller, NCPS or NDVS in the Ordinary Course of Business between the date of the Latest Balance Sheets and the Closing (other than accounts payable to Insiders or Affiliates of either Seller), and that remain unpaid at the Closing without having given rise to a breach.

     2.4 Retained Liabilities . The parties acknowledge that Buyer is not agreeing to assume any Liability of a Seller, NCPS or NDVS, whether related to the Acquired Assets, the Business or otherwise, other than the Assumed Liabilities, and that nothing in this Agreement, including this Section 2.4, will be construed as an agreement otherwise. Notwithstanding anything to the contrary contained in Section 2.3 or elsewhere in this Agreement, the following Liabilities of each Seller (the “ Retained Liabilities ”) are not part of the sale and purchase contemplated by this Agreement, are excluded from the Assumed Liabilities and will be retained by such Seller and remain the sole responsibility of such Seller following the Closing:

     (a) any Liability arising out of or relating to the Excluded Assets;

     (b) any Liability not reflected on the Final Closing Date Balance Sheet arising out of or relating to the operations of the Business prior to the Closing and to products or services of Seller, NCPS or NDVS to the extent sold or rendered prior to the Closing;

     (c) any Liability under any Contract assumed by Buyer pursuant to Section 2.3 that arises prior to the Closing or arises after the Closing but that arises out of or relates to a Breach that occurred prior to the Closing;

     (d) any Liability for Taxes, including (i) any Taxes arising as a result of the Business or ownership of the Acquired Assets prior to the Closing and (ii) any Taxes that will arise, as a Liability of Seller, NCPS or NDVS, as a result of the sale of the Acquired Assets pursuant to this Agreement;

     (e) any Liability listed on Schedule 2.4(e) ;

     (f) any Liability arising under any Environmental Law in connection with the operation of the Business prior to the Closing or leasing, ownership or operation of real property by Seller, NCPS or NDVS;

     (g) any Liability under any Plan;

     (h) any Liability arising out of or relating to the disposition of an application for employment, the employment of any employee or the termination of the employment of any employee by Seller, NCPS or NDVS, whether or not the affected employee is hired by Buyer;

     (i) any Liability of Seller, NCPS or NDVS to any Insider or Affiliate;

     (j) any Liability to distribute to any of Seller’s shareholders or otherwise apply all or any part of the consideration received by Seller under this Agreement;

     (k) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller, NCPS or NDVS;

     (l) any Liability arising out of any Litigation (i) pending as of the Closing or (ii) commenced after the Closing and arising out of or relating to any occurrence, happening or situation existing prior to the Closing, including the Litigation listed on Section 3.15 of the Disclosure Schedule;

     (m) any Liability arising out of or resulting from the compliance or non-compliance with any Law, Governmental Authorization or Governmental Order by Seller, NCPS or NDVS;

     (n) any Liability of Seller under this Agreement, the Transition Services Agreement or any other Contract between Seller, NCPS or NDVS and Buyer;

     (o) a payment obligation for goods or services provided to Seller, NCPS or NDVS before the Closing Date (except to the extent assumed pursuant to Section 2.3(b));

     (p) except as expressly provided in Section 2.3, any obligation under any Contract required to be disclosed in the Disclosure Schedule that is not so disclosed;

     (q) any Liability based upon Seller’s acts or omissions occurring after the Closing;

     (r) any obligations to hire any Person as an employee, but not including Buyer’s obligations arising from any employment offer made by Buyer to any employee of a Seller, NCPS or NDVS; and

     (s) any other contingent Liability not expressly assumed by Buyer.

     2.5 Purchase Price . The aggregate consideration for the Acquired Assets (the “ Purchase Price ”) shall not exceed $20,000,000 plus the amount, if any, by which the Final Closing Date Working Capital (as defined in Section 2.9(a)) exceeds zero (the “ Target Working Capital ”) or reduced by the amount, if any, by which the Final Closing Date Working Capital is less than the Target Working Capital.

     2.6 Estimated Purchase Price . At least five business days prior to the Closing Date, Sellers shall deliver to Buyer an estimated consolidated balance sheet (the “ Estimated Closing Balance Sheet ”) for the Business as of the close of business on the Closing Date (determined on a pro forma basis as though the transactions contemplated by this Agreement had not occurred and in accordance with GAAP applied on a basis consistent with the preparation of the Latest Financial Statements. The Estimated Closing Balance Sheet will include a determination of the Estimated Closing Date Working Capital as of the close of business on the Closing Date. The “ Estimated Closing Date Working Capital ” means the amount equal to (A) the current assets minus (B) the current liabilities as reflected on the Estimated Closing Balance Sheet. If Buyer objects to the Estimated Closing Balance Sheet, then the Estimated Closing Date Working Capital at the Closing shall be an amount that Buyer reasonably deems appropriate after consultation with Seller and sets forth in a written notice delivered to Seller prior to the Closing Date. “ Estimated Purchase Price ” means an amount equal to $20,000,000 plus the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Target Working Capital or minus the amount, if any, by which the Target Working Capital exceeds the Estimated Closing Date Working Capital. For further clarity, it is contemplated by the parties that the Estimated Closing Date Working Capital will be calculated in a manner consistent with the example set forth on Schedule 2.6 hereto (which uses the balance sheets of NCPS and NDVS as of December 31, 2004).

     2.7 Retained Amounts .

     (a) Buyer will withhold from the Purchase Price and retain $2,000,000 (the “ Retained Amount ”). Buyer will keep the Retained Amount in a segregated bank account and will maintain complete and accurate records of the account and provide statements of the account upon the request of Sellers’ Representative. Following the Closing, in the event that Buyer is entitled to a payment under Section 2.9 or Article IX or has a claim for indemnification against Seller pursuant to Article IX, Buyer may deduct the amount of such claim or payment from the Retained Amount. On the first Business Day following the second anniversary of the Closing Date, but in no event before the final determination of any adjustment to the Purchase Price or any set-offs or claims by Buyer, Buyer shall deliver any remaining portion of the Retained Amount, together with simple interest at the rate of 2% per annum, to Sellers’ Representative.

     (b)  Contract Retained Amount .

     (i) Buyer will withhold from the Purchase Price and retain an additional $2,500,000 (the “ Contract Retained Amount ”). Buyer will keep the Contract Retained Amount in a segregated bank account and will maintain complete and accurate records of the account and provide statements of the account upon the request of Sellers’ Representative.

     (ii) Recognizing that both Buyer and Sellers provide new account verification services to Bank of America, N.A. (“ B of A ”) and that the intent of the Contract Retained Amount is to compensate Sellers to the extent that B of A account verification transaction volumes for the Buyer after the Closing are the same as Sellers experienced in an equivalent period before Closing, the amount of the Contract Retained Amount to be paid by Buyer to Sellers (the “ Contract Retained Amount Payment ”) shall be determined by multiplying (A) the Contract Retained Amount by the lesser of (B) one and (C) a fraction (1) the numerator of which is equal to the sum of (i) the number of account verification transactions performed by Sellers for B of A during the period from May 1, 2005 to the Closing Date plus (ii) the number of account verification transactions performed by Buyer for B of A at the B of A locations (the “ B of A Locations ”) serviced by Seller prior to the Closing Date during the period beginning on the Closing Date and ending on April 30, 2006 and (2) the denominator of which is equal to 1,296,204 (such amount being equal to the number of account verification transactions performed by both Sellers and Buyer in respect of the B of A Locations during the period beginning on May 1, 2004 and ending on April 30, 2005). Notwithstanding the foregoing, if there is a decline in B of A transaction volume greater than 30 percent over the reference periods described above, the Contract Retained Amount will be retained by Buyer and will not be paid to Sellers. The amount to be distributed under this Section 2.7(b) shall in no event exceed the Contract Retained Amount.

     (iii) Within 30 days of each of July 31, 2005, October 31, 2005 and January 31, 2006, Buyer shall deliver to Sellers a list setting forth the number of those transactions that it believes qualify as account verification transactions in respect of the B of A Locations that will be included in calculating the Contract Retained Amount Payment.

     (iv) As a material inducement to Buyer to enter into the Agreement, Sellers and Buyer agree that from and after the Closing Date, the Business shall be operated and managed in compliance with the ordinary and customary policies and procedures of Buyer. Sellers further understand and agree that the transactions contemplated by this Agreement constitute a transfer of control to Buyer, and accordingly, Buyer and its representatives will exercise its and their business judgment regarding the operations of the Business or its successors in a manner consistent with its and their duties to the shareholders of Buyer. From and after the Closing Date, Buyer, consistent with its duties and obligations set forth in the preceding sentence, shall use commercially reasonable efforts to operate and manage the Business in such a manner as to provide a reasonable opportunity for the Business to maintain the level of transactions with Bank of America, N.A.

     (v) On or before June 30, 2006, Buyer shall deliver a statement (the “ Statement ”) to Sellers setting forth the amount of the Contract Retained Amount Payment payable to Sellers. Buyer will make the work papers and back-up materials used in preparing the Statement available to Sellers’ Representative and Sellers’ Representative’s accountants and other representatives at reasonable times and upon reasonable notice during (i) the review by Sellers’ Representative of the Statement and (ii) the resolution by Buyer and Sellers’ Representative of any objections to the Statement.

     (vi) Sellers’ Representative may object to the Statement on the basis that the number of transactions with Bank of America, N.A. was not calculated in accordance with the terms of this Agreement or that the calculation contains mathematical errors. If Sellers’ Representative has any objections to the Statement, Sellers’ Representative will deliver a detailed statement describing such objections to Buyer within 30 days after receiving the Statement. Buyer and Sellers’ Representative will attempt in good faith to resolve any such objections. If Buyer and Sellers’ Representative do not reach a resolution of all objections within 30 days after Buyer has received the statement of objections, Buyer and Sellers’ Representative will retain BDO Seidman, LLP to resolve any remaining objections. If BDO Seidman, LLP is unavailable, Buyer and Sellers’ Representative will select a nationally recognized accounting firm by lot (after excluding the regular outside accounting firms of Parent and Sellers). The accounting firm (whether BDO Seidman, LLP or a substitute accounting firm selected by lot) will resolve any such objections and determine on a pro forma basis the number of account verification transactions to be included in the calculation of the Contract Retained Amount Payment and the amount of the Contract Retained Amount Payment. The parties will provide the accounting firm, within 30 days of its selection, with a definitive statement of the position of each party with respect to each unresolved objection and will advise the accounting firm that the parties accept the accounting firm as the appropriate Person to interpret this Agreement for all purposes relevant to the resolution of the unresolved objections. Buyer will provide the accounting firm access to the books and records of NCPS and NDVS. The accounting firm will have 30 days to carry out a review of the unresolved objections and prepare a written statement of its determination regarding each unresolved objection. The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the parties.

     (vii) If Buyer and Sellers’ Representative submit any unresolved objections to an accounting firm for resolution as provided in Section 2.7(b)(vi), the party whose determination of the Contract Retained Amount Payment (calculated based on such party’s position regarding the Statement) is furthest from the Contract Retained Amount Payment determined by the accounting firm (based on its resolution of the parties’ objections submitted for determination) will bear its own costs and expenses, the fees and expenses of the accounting firm and the reasonable out-of-pocket costs and expenses (including legal fees and costs) of the other party.

     (viii) Within 10 business days after the date on which the Contract Retained Amount Payment is finally determined pursuant to this Section 2.7(b), Buyer shall pay to Sellers the Contract Retained Amount Payment, together with simple interest at the rate

of 2% per annum, by wire transfer of immediately available funds to the account designated by Sellers’ Representative.

     (ix) Judgment upon the award rendered by the accounting firm may be entered in any court of competent jurisdiction.

     2.8 The Closing .

     (a) The closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place at the offices of Dorsey & Whitney LLP, 50 South Sixth Street, Minneapolis, Minnesota at 9:00 a.m. on Friday, May 6, 2005 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VII (the “ Closing Date ”) or at such other place and on such other date as may be mutually agreed by Buyer and Sellers’ Representative, in which case Closing Date means the date so agreed. The failure of the Closing will not ipso facto result in termination of this Agreement and will not relieve any party of any obligation under this Agreement.

     (b) Subject to the conditions set forth in this Agreement, on the Closing Date:

     (i) Sellers will deliver to Buyer:

     (A) a certificate of each Seller dated the Closing Date stating that the conditions set forth in subsections (a) and (b) of Section 7.1 have been satisfied;

     (B) the text of the resolutions adopted by the trustees of each Seller authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of such Seller;

     (C) a copy of the certificates of merger from the Secretary of State of the State of Massachusetts and such other documentation as shall reasonably be requested by Buyer to confirm that the Mergers have been consummated in accordance with Section 5.4;

     (D) a transition services agreement in the form of Exhibit C (the “ Transition Services Agreement ”), duly executed by Sellers;

     (E) all Required Consents, duly executed by all appropriate parties;

     (F) a bill of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit D , duly executed by each Seller;

     (G) an assignment of the Acquired Assets that are intangible rights and property (including Contracts) in the form of Exhibit E , duly executed by each Seller, which assignment shall also contain Buyer’s assumption of the Assumed Liabilities (the “ Assignment and Assumption Agreement ”);

     (H) appropriate instruments of transfer for the Acquired Assets subject to certificate of title, duly executed by each Seller;

     (I) assignments and assumptions or other appropriate documents for the Real Property and other Acquired Assets under leases accompanied by estoppel certificates acceptable to Buyer, duly executed by each Seller and any other appropriate parties;

     (J) funds sufficient to pay all Taxes necessary for the transfer, filing or recording of the Acquired Assets or otherwise required by this Agreement;

     (K) any other instruments of transfer reasonably requested by Buyer, duly executed by the appropriate Seller;

     (L) executed copies of all agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer’s counsel, to release any and all Encumbrances against the assets of Seller, NCPS or NDVS, other than Permitted Encumbrances;

     (M) an amendment to the Organizational Documents of each Seller changing its name in accordance with Section 5.15;

     (N) such other certificates, documents and instruments that Buyer reasonably requests for the purpose of (1) evidencing the accuracy of Sellers’ representations and warranties, (2) evidencing the performance and compliance by each Seller with the agreements contained in this Agreement, (3) evidencing the satisfaction of any condition referred to in Section 7.1 or (4) otherwise facilitating the consummation of the transactions contemplated by this Agreement; and

     (O) a written opinion from Sellers’ counsel, dated as of the Closing Date and addressed to Buyer in the form set forth in Exhibit F .

     (ii) Buyer will deliver to Sellers:

     (A) the Estimated Purchase Price less (i) the Retained Amount and (ii) the Contract Retained Amount by wire transfer of immediately available funds to the account designated by Sellers’ Representative to Buyer prior to the Closing;

     (B) a certificate of an appropriate officer of Buyer dated the Closing Date stating that the conditions set forth in subsections (a) and (b) of Section 7.2 have been satisfied;

     (C) the text of the resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer;

     (D) the Assignment and Assumption Agreement, duly executed by Buyer;

     (E) if not contained in the Assignment and Assumption Agreement, assumptions of leases or other appropriate documents for Real Property, computer equipment and other Acquired Assets under leases, duly executed by Buyer;

     (F) the Transition Services Agreement, duly executed by Buyer; and

     (G) such other certificates, documents and instruments that Seller reasonably requests for the purpose of (1) evidencing the accuracy of Buyer’s representations and warranties, (2) evidencing the performance and compliance by Buyer with the agreements contained in this Agreement, (3) evidencing the satisfaction of any condition referred to in Section 7.2 or (4) otherwise facilitating the consummation of the transactions contemplated by this Agreement.

     (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered.

     (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.

     (e) The Confidentiality Agreement will terminate effective as of the Closing Date.

     (f) Any sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity, and all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement, will be paid by Seller and will not be part of the Assumed Liabilities or shown on the Closing Date Balance Sheet.

     2.9 Post-Closing Adjustment to Purchase Price .

     (a) Buyer will promptly prepare and deliver within 60 days after the Closing Date, to Sellers’ Representative a balance sheet (the “ Final Closing Date Balance Sheet ”) for the Business as of the close of business on the Closing Date (determined on a pro forma basis as though the transactions contemplated by this Agreement had not occurred and in accordance with GAAP applied on a basis consistent with the preparation of the Latest Financial Statements). The Final Closing Date Balance Sheet will include a determination of the Closing Date Working Capital of the Business as of the close of business on the Closing Date. “ Closing Date Working Capital ” means the excess of the current assets over current liabilities shown on the Final Closing Date Balance Sheet. Buyer will make the work papers and back-up materials

used in preparing the Final Closing Date Balance Sheet available to Sellers’ Representative and Sellers’ Representative’s accountants and other representatives at reasonable times and upon reasonable notice during (i) the review by Sellers’ Representative of the Final Closing Date Balance Sheet and (ii) the resolution by Buyer and Sellers’ Representative of any objections to the Final Closing Date Balance Sheet.

     (b) Sellers’ Representative may object to the Final Closing Date Balance Sheet on the basis that it was not prepared in accordance with GAAP applied on a basis consistent with the preparation of the Latest Financial Statements or that the calculation of Closing Date Working Capital contains mathematical errors. If Sellers’ Representative has any objections to the Final Closing Date Balance Sheet or the Closing Date Working Capital, Sellers’ Representative will deliver a detailed statement describing such objections to Buyer within 30 days after receiving the Final Closing Date Balance Sheet. Buyer and Sellers’ Representative will attempt in good faith to resolve any such objections. If Buyer and Sellers’ Representative do not reach a resolution of all objections within 30 days after Buyer has received the statement of objections, Buyer and Sellers’ Representative will retain BDO Seidman, LLP to resolve any remaining objections. If BDO Seidman, LLP is unavailable, Buyer and Sellers’ Representative will select a nationally recognized accounting firm by lot (after excluding the regular outside accounting firms of Parent and Sellers). The accounting firm (whether BDO Seidman, LLP or a substitute accounting firm selected by lot) will resolve any such objections and determine on a pro forma basis as though the transactions contemplated by this Agreement had not occurred and, in accordance with GAAP applied on a basis consistent with the preparation of the Latest Financial Statements, the amounts to be included in the Final Closing Date Balance Sheet and the Closing Date Working Capital. The parties will provide the accounting firm, within 30 days of its selection, with a definitive statement of the position of each party with respect to each unresolved objection and will advise the accounting firm that the parties accept the accounting firm as the appropriate Person to interpret this Agreement for all purposes relevant to the resolution of the unresolved objections. Buyer will provide the accounting firm access to the books and records of NCPS and NDVS. The accounting firm will have 30 days to carry out a review of the unresolved objections and prepare a written statement of its determination regarding each unresolved objection. The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the parties. Buyer will revise the Final Closing Date Balance Sheet and the determination of the Closing Date Working Capital as appropriate to reflect the resolution of any objections to the Final Closing Date Balance Sheet pursuant to this Section 2.9(b).

     (c) If Buyer and Sellers’ Representative submit any unresolved objections to an accounting firm for resolution as provided in Section 2.9(b), the party whose determination of Closing Date Working Capital (calculated based on such party’s position regarding the Closing Date Balance Sheet) is furthest from the Closing Date Working Capital determined by the accounting firm (based on its resolution of the parties’ objections submitted for determination) will bear its own costs and expenses, the fees and expenses of the accounting firm and the reasonable out-of-pocket costs and expenses (including legal fees and costs) of the other party.

     (d) Within 10 business days after the date on which the Closing Date Working Capital is finally determined pursuant to this Section 2.9:

     (i) If the Closing Date Working Capital exceeds the Estimated Closing Date Working Capital (the amount of such excess, the “ Excess Working Capital ”), (A) Buyer will pay to Sellers an aggregate amount equal to the Excess Working Capital.

     (ii) If the Closing Date Working Capital is less than the Estimated Closing Date Working Capital, an amount equal to such deficiency (the amount of such deficiency, the “ Working Capital Shortfall ”) will be deducted from the Total Retained Amount.

     (e) All payments to be made to Buyer or Sellers pursuant to Section 2.9(b) will be made by wire transfer of immediately available funds to the accounts designated by Buyer or Sellers, as applicable, no later than 10 business days after the date on which the Closing Date Working Capital is finally determined, and all such payments (and any deductions from the Total Retained Amount) will include simple interest thereon at the annual rate of 2% from the Closing Date to the date of payment or deduction.

     (f) Any payment made pursuant to this Section 2.9 will not preclude any remedy provided in this Agreement or otherwise for any breach of representation, warranty or agreement, and the remedy provided in this Agreement for any breach of representation, warranty or agreement or otherwise will not preclude the adjustment provided in this Section 2.9.

     (g) Judgment upon the award rendered by the accounting firm may be entered in any court of competent jurisdiction.

     2.10 Unobtained Consents . In the event that any Required Consent has not been obtained as of the Closing and Buyer, in its sole discretion, chooses to waive the closing condition as to the obtaining of such Required Consents, then, notwithstanding anything to the contrary contained in Section 2.1, Section 2.3 or elsewhere in this Agreement:

     (a) with respect to any Contract, Governmental Authorization or other item included in the Acquired Assets with respect to which such Required Consent was not obtained (each a “ Restricted Asset ”), Buyer may elect either (i) to exclude such Restricted Asset from the Acquired Assets, in which event, unless and until the applicable Required Consent is obtained after the Closing, neither this Agreement nor any instrument delivered at the Closing will constitute an assignment or transfer of such Restricted Asset or any interest arising thereunder or resulting therefrom or (ii) to accept the assignment or transfer of such Restricted Asset notwithstanding the failure to obtain the applicable Required Consent;

     (b) regardless of which election Buyer makes pursuant to Section 2.10(a), Seller will continue to use its best efforts to obtain all such Required Consents after the Closing;

     (c) with respect to any Restricted Asset that Buyer has elected to exclude from the Acquired Assets pursuant to Section 2.10(a)(i), if the applicable Required Consent is obtained following the Closing Date, such Restricted Asset shall immediately be deemed

to be included in the Acquired Assets, and an appropriate instrument of transfer substantially in the form that would have been used to convey such Restricted Asset pursuant to Section 2.8(b) had such Restricted Asset been acquired by Buyer at the Closing will be promptly executed and delivered by and to the appropriate Persons; and

     (d) with respect to any Restricted Asset that Buyer has elected to have transferred and assigned pursuant to Section 2.10(a)(ii), if the applicable Required Consent is subsequently obtained, any instrument delivered at the Closing will constitute an assignment or transfer of such Restricted Asset and all interests arising thereunder or resulting therefrom in their entirety.

     2.11 Sellers’ Representative .

     (a) Each Seller and Family Shareholder appoints Robert J. Zammito, Jr. (or any Person appointed as a successor Sellers’ Representative pursuant to Section 2.11(b)) as its representative and agent under this Agreement.

     (b) Until all obligations under this Agreement have been discharged (including all indemnification obligations under Article IX), Sellers may, from time to time upon written notice to Sellers’ Representative and Buyer, remove Sellers’ Representative or appoint a new Sellers’ Representative upon the death, incapacity, resignation or removal of Sellers’ Representative. If, after the death, incapacity, resignation or removal of Sellers’ Representative, a successor Sellers’ Representative has not been appointed by Sellers within 15 business days after a request by Buyer, Buyer will have the right to appoint a Sellers’ Representative to fill any vacancy so created by written notice of such appointment to Sellers.

     (c) Each Seller and Family Shareholder authorizes Sellers’ Representative to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement, to waive any requirements of this Agreement or to enter into one or more amendments or supplements to this Agreement that Sellers’ Representative determines in Sellers’ Representative’s sole and absolute discretion to be necessary, appropriate or advisable. The authority of Sellers’ Representative includes the right to hire or retain, at the sole expense of Sellers, such counsel, investment bankers, accountants, representatives and other professional advisors as Sellers’ Representative determines in Sellers’ Representative’s sole and absolute discretion to be necessary, appropriate or advisable in order to perform this Agreement. Any party will have the right to rely upon any action taken by Sellers’ Representative, and to act in accordance with such action without independent investigation.

     (d) Buyer will have no liability to any Seller or Shareholder or otherwise arising out of the acts or omissions of Sellers’ Representative or any disputes among Sellers or with Sellers’ Representative. Buyer may rely entirely on its dealings with, and notices to and from, Sellers’ Representative to satisfy any obligations it might have under this Agreement or any other agreement referred to in this Agreement or otherwise to a Seller.

     (e) Each Seller and Family Shareholder covenants and agrees to indemnify, defend, protect and hold harmless Sellers’ Representative from and against all claims, damages, actions,

suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitations, reasonable attorneys’ fees and expenses of investigations) incurred by Sellers’ Representative as a result of or incident to any indemnification claims brought by the Buyer, or any claim, loss, cost, damage or expenses suffered or incurred by the Sellers’ Representative in the course of his status as such as contemplated herein.

     (f) Sellers’ Representative accepts the appointment made by this Section 2.11 and agrees to abide by the provisions of this Section 2.11.

     2.12 Further Assurances . On and after the Closing Date, each Seller will take all appropriate action and execute any documents, instruments or conveyances of any kind that may be reasonably requested by Buyer to carry out any of the provisions of this Agreement. Effective upon the Closing, each Seller appoints Buyer, in its name, place and stead, to take all actions and to do such things as may be necessary or appropriate to carry out any of the provisions of this Agreement.

III. Representations and Warranties Regarding Sellers, NCPS and NDVS

     Each Seller and Family Shareholder, jointly and severally, represents and warrants to Buyer that, except as described in the Disclosure Schedule, as of the date of this Agreement and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement):

     3.1 Incorporation; Power and Authority .

     (a) Each Seller (i) is a business trust duly organized, validly existing and in good standing under the laws of the State of Massachusetts; (ii) has all necessary power and authority to execute, deliver and perform this Agreement and the Transition Services Agreement; and (iii) is in full compliance with all provisions of its Organizational Documents.

     (b) Each of NCPS and NDVS is a corporation duly organized, validly existing and in good standing under the laws of the State of Massachusetts, and has all necessary power and authority necessary to own, lease and operate its assets and to carry on its business as conducted and proposed to be conducted. Each of NCPS and NDVS is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or its ownership of property requires it to be so qualified except where failure could not reasonably be expected to result in a Material Adverse Effect. Each of NCPS and NDVS is in full compliance with all provisions of its Organizational Documents.

     3.2 Valid and Binding Agreement . The execution, delivery and performance of this Agreement and the Transition Services Agreement by each Seller have been duly and validly authorized by all necessary action of that Seller’s trustees or shareholders. This Agreement has been duly executed and delivered by each Seller and constitutes the valid and binding obligation of that Seller, enforceable against it in accordance with its terms, subject to the Remedies Exception. The Transition Services Agreement, when executed and delivered by or on behalf of each Seller, will constitute the valid and binding obligation of that Seller, enforceable against that Seller in accordance with its terms, subject to the Remedies Exception. Each Seller’s trustees have determined this Agreement and the transactions contemplated by this Agreement to

be advisable and fair to and in the best interest of that Seller and the holders of beneficial interests in that Seller and have approved this Agreement in accordance with its Organizational Documents and applicable Law, and no such declaration or approval has been changed, withdrawn or revoked.

     3.3 No Breach; Consents . The execution, delivery and performance of this Agreement and the Transition Services Agreement will not (a) contravene any provision of its Organizational Documents; (b) violate or conflict with any Law, Governmental Order or Governmental Authorization; (c) conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under any Contract that is either binding upon or enforceable against a Seller, NCPS or NDVS or any Governmental Authorization that is held by any of them; (d) result in the creation of any Encumbrance upon the Business, a Seller, NCPS or NDVS or any of their respective assets; (e) require any Governmental Authorization; (f) to Sellers’ Knowledge, give any Governmental Entity or other Person the right to challenge any of the contemplated transactions or to exercise any remedy or obtain any relief under any Law, Governmental Order or Governmental Authorization; or (g) result in any shareholder of a Seller, NCPS or NDVS having the right to exercise dissenters’ appraisal rights.

     3.4 Capitalization .

     (a) The entire beneficial interest in NCPS Business Trust is represented by 1,000 shares of beneficial interest, which are evidenced by transferable share certificates without par value and known as “ Shares of Beneficial Interest ,” all of which are issued and outstanding. NCPS Business Trust has no securities outstanding that would be entitled to vote on the approval of transactions contemplated by this Agreement. Schedule 3.4(a) lists the names and addresses of each record holder of the Shares of Beneficial Interest in NCPS Business Trust and the number of shares held by each holder.

     (b) The entire beneficial interest in NDVS Business Trust is represented by 1,000 shares of beneficial interest, which are evidenced by transferable share certificates without par value and known as “ Shares of Beneficial Interest ,” all of which are issued and outstanding. NDVS Business Trust has no securities outstanding that would be entitled to vote on the approval of transactions contemplated by this Agreement. Schedule 3.4(b) lists the names and addresses of each record holder of the Shares of Beneficial Interest in NDVS Business Trust and the number of shares held by each holder.

     (c) The authorized capital stock of NCPS consists solely of 200,000 shares of common stock, of which 100 shares are issued and outstanding, all of which are held by NCPS Business Trust. NCPS has no other securities outstanding that would be entitled to vote on the approval of transactions contemplated by this Agreement.

     (d) The authorized capital stock of NDVS consists solely of 200,000 shares of common stock, of which 100 shares are issued and outstanding, all of which are held by NDVS Business

Trust. NDVS has no other securities outstanding that would be entitled to vote on the approval of transactions contemplated by this Agreement.

     3.5 Subsidiaries . NCPS is the only Subsidiary of NCPS Business Trust. NDVS is the only Subsidiary of NDVS Business Trust. Neither NCPS nor NDVS has any Subsidiary.

     3.6 Financial Statements .

     (a) The unaudited balance sheets as of January 31, 2005 (“ Latest Balance Sheet Date ”) of NCPS and NDVS (the “ Latest Balance Sheets ”) and the unaudited statements of income and cash flows of NCPS and NDVS for the one-month period then ended (such statements and the Latest Balance Sheets, the “ Latest Financial Statements ”) and the audited balance sheet, as of December 31, 2004 (the “ Last Fiscal Year End ”) and for each of the prior fiscal year ends, of NCPS and NDVS and the audited statements of income and cash flows, including the notes, of NCPS and NDVS for each of the three years ended on the Last Fiscal Year End (collectively, the “ Annual Financial Statements ”) are based upon the books and records of NCPS and NDVS, have been prepared in accordance with GAAP consistently applied during the periods indicated and present fairly the financial position, results of operations and cash flows of NCPS and NDVS at the respective dates and for the respective periods indicated, except that the Latest Financial Statements may not contain all notes and are subject to normal year-end adjustments, none of which will be material.

     (b) The Latest Balance Sheets do not include any material asset or liability which is not intended to form part of the Business, the Acquired Assets or Assumed Liabilities after giving effect to the transactions contemplated hereby. The statements of income and cash flow included in the Latest Financial Statements do not reflect the operations of any entity or business not intended to constitute the Business after giving effect to the transactions contemplated hereby and reflect all costs that historically have been incurred by the Business.

     (c) Without giving effect to the Mergers, Sellers have no assets other than the shares of NCPS and NDVS, any cash in their respective bank accounts and this Agreement, and Sellers have no Liabilities other than their respective obligations under this Agreement.

     3.7 Absence of Undisclosed Liabilities . Except as reflected or expressly reserved against in the Latest Balance Sheets, none of Sellers, NCPS or NDVS has any Liability relating to the Business, and to Sellers’ Knowledge, there is no basis for any present or future Litigation, charge, complaint, claim, assessment or demand against any of them giving rise to any Liability, except (a) a Liability that has been incurred after the date of the Latest Balance Sheets in the Ordinary Course of Business and that is not a Liability for breach of Contract, breach of warranty, tort, infringement, Litigation or violation of Governmental Order, Governmental Authorization or Law or (b) obligations under any Contract listed on a schedule to this Agreement or under a Contract not required to be listed on such a schedule, which, in the case of both (a) and (b), individually or in the aggregate, are not material to the financial condition of the Business.

     3.8 Books and Records . The books of account of the Business are complete and correct and have been maintained in accordance with sound business practices and the Law. Each

transaction is properly and accurately recorded on the books and records of the Business, and each document upon which entries in the books and records of the Business are based is complete and accurate in all material respects. Sellers, NCPS and NDVS each maintain a system of internal accounting controls adequate to insure that it maintains no off-the-book accounts and that its assets are used only in accordance with its management directives. The minute books and stock or equity records of Sellers, NCPS and NDVS, all of which have been made available to Buyer, are complete and correct. The minute books of Sellers, NCPS and NDVS contain accurate records of all meetings held and actions taken by the holders of stock or equity interests, the boards of directors and committees of the boards of directors or other governing body of Sellers, NCPS and NDVS during the last three years, and, to Sellers’ Knowledge, no meeting of any such holders, boards of directors or other governing body or committees has been held for which minutes are not contained in such minute books. At the Closing, all books and records of the Business will be in the possession of Sellers, NCPS and NDVS and, with the exception of books and records that are Excluded Assets, will be delivered to Buyer.

     3.9 Absence of Certain Developments . Since the Last Fiscal Year End, there has not been any Material Adverse Effect and:

     (a) neither of Sellers nor NCPS or NDVS has sold, leased, licensed, transferred or assigned any of their assets, tangible or intangible (including their Intellectual Property Rights), other than for a fair consideration in the Ordinary Course of Business;

     (b) neither of Sellers nor NCPS or NDVS has amended, modified or entered into any Material Contract except for Contracts with vendors or customers in the Ordinary Course of Business;

     (c) no party (including Sellers, NCPS and NDVS) has accelerated, suspended, terminated, modified or canceled any Contract to which a Seller, NCPS or NDVS is a party or by which any of them is bound that would have been a Material Contract at the time of any such action;

     (d) no Encumbrance has been imposed on any assets of the Business except Permitted Encumbrances;

     (e) neither of Sellers nor NCPS or NDVS has made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business;

     (f) neither of Sellers nor NCPS or NDVS has any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person or acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any Person, except as contemplated by Section 5.4;

     (g) neither of Sellers nor NCPS or NDVS has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money (including advances on existing credit facilities) or Capital Lease;

     (h) neither of Sellers nor NCPS or NDVS has delayed, postponed or accelerated the payment of accounts payable or other Liability or the receipt of any accounts receivable, in each case outside the Ordinary Course of Business;

     (i) neither of Sellers nor NCPS or NDVS has canceled, compromised, waived or released any right or claim (or series of related rights or claims) outside the Ordinary Course of Business;

     (j) except incidental to the sale of products or services in the Ordinary Course of Business, neither of Sellers nor NCPS or NDVS has granted any license or sublicense of any rights under or with respect to any Intellectual Property Rights;

     (k) there has been no change made or authorized in the Organizational Documents of a Seller, NCPS or NDVS except for purposes of completing the Mergers;

     (l) neither of Sellers nor NCPS or NDVS has experienced any damage, destruction or loss (whether or not covered by insurance) to its property involving an amount greater than $25,000;

     (m) neither of Sellers nor NCPS or NDVS has entered into any employment or collective bargaining agreement, written or oral, or modified the terms of any such existing agreement;

     (n) neither of Sellers nor NCPS or NDVS has granted any increase in the base compensation or made any other change in employment terms of any of its directors, officers or employees outside of the Ordinary Course of Business;

     (o) neither of Sellers nor NCPS or NDVS has adopted, amended, modified or terminated any Plan (or taken any such action with respect to any Plan);

     (p) neither of Sellers nor NCPS or NDVS has discharged or satisfied any Encumbrance or paid any liability other than current liabilities paid in the Ordinary Course of Business;

     (q) neither of Sellers nor NCPS or NDVS has disclosed to any Person other than Buyer and authorized representatives of Buyer any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of such information, which agreement is listed on Schedule 3.9 and is in full force and effect;

     (r) neither of Sellers nor NCPS or NDVS has made any change in accounting principles or practices from those utilized in the preparation of the Annual Financial Statements;

     (s) neither of Sellers nor NCPS or NDVS has (i) made or rescinded any express or deemed election or taken any other discretionary position relating to Taxes, (ii) amended any Return, (iii) settled or compromised any Litigation relating to Taxes or (iv) changed any of their methods of reporting income or deductions for federal or state

income Tax purposes from those employed in the preparation of the last filed federal or state Returns;

     (t) neither of Sellers nor NCPS or NDVS has changed any of its methods of accounting in effect on the Latest Balance Sheet Date, other than changes required by GAAP;

     (u) neither of Sellers nor NCPS or NDVS has cancelled or terminated their current insurance policies or allowed any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums were in full force and effect; and

     (v) neither of Sellers nor NCPS or NDVS has committed to take any of the actions described in this Section 3.9.

     3.10 Property .

     (a) Neither of Sellers nor NCPS or NDVS owns any real property. The real properties demised by the leases listed on Schedule 3.10 constitute all of the real property leased (whether or not occupied and including any leases assigned or leased premises sublet for which a Seller, NCPS or NDVS remains liable), used or occupied by the Business.

     (b) The leases of real property listed on Schedule 3.10 as being leased by each Seller, NCPS or NDVS (the “ Real Property ”) are in full force and effect, and a Seller, NCPS or NDVS holds a valid and existing leasehold interest under each of the leases for the term listed on Schedule 3.10 . Except as provided in the lease documentation and to Sellers’ Knowledge, the Real Property is not subject to any ground lease, master lease, mortgage, deed of trust or other Encumbrance or interests that would entitle the holder thereof to interfere with or disturb use or enjoyment of the Real Property or the exercise by the lessee of its rights under such lease so long as the lessee is not in default under such lease.

     (c) Each parcel of Real Property has access sufficient for the conduct of the business as conducted or as proposed to be conducted by the Business on such parcel of Real Property to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas, telephone, fiberoptic, cable television and other utilities used in the operation of the business at that location. Neither of Sellers nor NCPS or NDVS is, to Sellers’ Knowledge, in violation of any applicable zoning ordinance or other Law relating to the Real Property, and neither of Sellers nor NCPS or NDVS has received any notice of any such violation or the existence of any condemnation or other proceeding with respect to any of the Real Property.

     (d) There are no improvements made or, to Sellers’ Knowledge, contemplated to be made by any Governmental Entity, the costs of which are to be assessed as assessments, special assessments, special Taxes or charges against any of the Real Property, and there are no present assessments, special assessments, special Taxes or charges.

     (e) Each of Sellers, NCPS and NDVS has good and marketable title to, or a valid leasehold interest in, the buildings, machinery, equipment and other tangible assets and

properties used by it, located on its premises or shown in the Latest Balance Sheets or acquired after the date thereof, free and clear of all Encumbrances, except for Permitted Encumbrances, Encumbrances listed on Schedule 3.10 and properties and assets disposed of in the Ordinary Course of Business since the date of the Latest Balance Sheets.

     (f) The buildings, improvements, building systems, machinery, equipment and other tangible assets and properties used in the conduct of the Business are in good condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business. Each such asset is suitable for the purposes for which it is used and is proposed to be used, is free from defects (patent and latent), and has been maintained in accordance with normal industry practices.

     (g) The fixed asset listing attached as Schedule 3.10(g) includes all buildings, machinery, equipment and other tangible assets and properties of Sellers, NCPS and NDVS as of the date of the Latest Balance Sheets.

     (h) Each of Sellers, NCPS and NDVS owns or leases all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business as presently conducted.

     (i) The Acquired Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the matter operated by Sellers, NCPS and NDVS and include all of the operating assets of Sellers, NCPS and NDVS used in the Business.

     3.11 Accounts Receivable . All notes and accounts receivable of the Business are reflected properly on its books of account, are valid, have arisen from bona fide transactions in the Ordinary Course of Business, are subject to no setoff or counterclaim, and are current and collectible. Such notes and accounts receivable will be collected in accordance with their terms (none of which is beyond 60 days) at their recorded amounts, subject only to the reserve for bad debts on the face of the Latest Balance Sheets as adjusted in the books of account of the Business for the passage of time through the Closing Date in the Ordinary Course of Business.

     3.12 Tax Matters .

     (a) Each Seller, NCPS, NDVS and any Tax Affiliate has (i) timely filed (or has had timely filed on its behalf) each Return required to be filed or sent by it in respect of any Taxes or required to be filed or sent by it by any Governmental Entity, each of which was correctly completed and accurately reflected any liability for Taxes of such Seller, NCPS, NDVS and any Tax Affiliate covered by such Return, (ii) timely and properly paid (or had paid on its behalf) all Taxes due and payable for all Tax periods or portions thereof whether or not shown on such Returns, (iii) established in the books of account of such Seller, NCPS or NDVS, in accordance with GAAP and consistent with past practices, adequate reserves for the payment of any Taxes not then due and payable and (iv) complied with all applicable Laws relating to the withholding of Taxes and the payment thereof.

     (b) There are no Encumbrances for Taxes upon any assets of a Seller, NCPS, NDVS or any Tax Affiliate, except Encumbrances for real estate Taxes not yet due.

     (c) No deficiency for any Taxes has been proposed, asserted or assessed against a Seller, NCPS, NDVS or any Tax Affiliate that has not been resolved and paid in full. No waiver, extension or comparable consent given by a Seller, NCPS, NDVS or any Tax Affiliate regarding the application of the statute of limitations with respect to any Taxes or any Return is outstanding, nor is any request for any such waiver or consent pending. There has been no Tax audit or other administrative proceeding or court proceeding with regard to any Taxes or any Return for any Tax year subsequent to the year ended 1997, nor is any such Tax audit or other proceeding pending, nor has there been any notice to a Seller, NCPS, NDVS or any Tax Affiliate by any Governmental Entity regarding any such Tax, audit or other proceeding, or, to Sellers’ Knowledge, is any such Tax audit or other proceeding threatened with regard to any Taxes or Returns.

     (d) Neither Seller, NCPS, NDVS nor any Tax Affiliate has any liability for Taxes in a jurisdiction where it does not file a Return, nor has a Seller, NCPS, NDVS or any Tax Affiliate received notice from a taxing authority in such a jurisdiction that it is or may be subject to taxation by that jurisdiction.

     (e) None of the Assumed Liabilities is an obligation to make any payment that would be treated as an “excess parachute payment” within the meaning of Section 280G of the Code.

     (f) Neither of Sellers nor NCPS or NDVS has been a member of an affiliated combined or unitary group for purposes of Taxes and has no liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by Contract or otherwise.

     (g) Neither Seller, NCPS, NDVS nor any Tax Affiliate has engaged in any transaction that is subject to disclosure under present or former Treasury Regulations Sections 1.6011-4 or 1.6011-4T, as applicable.

     (h) Each of NCPS and NDVS has validly elected to be a “qualified subchapter S subsidiary” under Section 1361(b)(3)(B) of the Code (a “ QSub ”) for all periods since January 1, 2001, and has maintained its status as a QSub at all times since such date. NCPS or NDVS has also validly elected to be a QSub in all state and local jurisdictions which recognize such status and in which it would, absent such an election, be subject to corporate income Tax, and has maintained its status as a QSub in each such jurisdiction at all times since the date of such election. No facts or circumstances exist, or have existed, which would cause, or would have caused, the status of NCPS or NDVS as a QSub under federal, state or local law to be subject to termination or revocation.

     (i) Each Seller has validly elected to be an “S corporation” within the meaning of Sections 1361 and 1362 of the Code for all periods since its inception, and has maintained its status as an “S corporation” at all times since such date. Each Seller has also validly elected to be an “S corporation” in all state and local jurisdictions which recognize such status with respect to such Seller and in which it would, absent such an election, be subject to corporate income Tax, and has maintained its status as an “S corporation” in each such jurisdiction at all times since the date of such election. No facts or circumstances exist, or have existed, which would cause, or

would have caused, the status of a Seller as an “S corporation” under federal, state or local law to be subject to termination or revocation.

     (j) Sellers, NCPS and NDVS have paid all Taxes associated with their employment of personnel, whether classified as employees or contractors.

     (k) Sellers, NCPS and NDVS do not expect or anticipate the assessment of any additional Taxes on a Seller, NCPS, NDVS or any Tax Affiliate and are not aware of any unresolved questions, claims or disputes concerning the liability for Taxes of a Seller, NCPS, NDVS or any Tax Affiliate that would exceed the estimated reserves established on its books and records. There is no dispute or claim concerning any Tax liability of a Seller, NCPS, NDVS or any Tax Affiliate. Each Seller, NCPS, NDVS and each Tax Affiliate has disclosed on each federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code.

     3.13 Intellectual Property Rights .

     (a)  Schedule 3.13(a)(i) lists and describes all Owned Intellectual Property Rights that are Registered Intellectual Property Rights and all other Owned Intellectual Property Rights. Schedule 3.13(a)(ii) lists all Contracts relating to Licensed-In Intellectual Property Rights other than Software and describes the Intellectual Property Rights covered by such Contracts; to the extent there is no written Contract covering a Licensed-In Intellectual Property Right, Schedule 3.13(a)(ii) lists the licensor and describes the Intellectual Property Rights so licensed. Schedule 3.13(a)(iii) lists all Contracts relating to Licensed-In Intellectual Property Rights that are Software other than Off-the-Shelf Software and describes the Intellectual Property Rights covered thereby; to the extent there is no written Contract covering any Software, Schedule 3.13(a)(iii) lists the licensor and describes the Software so licensed. Schedule 3.13(a)(iv) lists and describes all materials otherwise protectable under Intellectual Property Rights used in the Business as conducted or proposed to be conducted that are in the public domain. The Owned Intellectual Property Rights and the Licensed-In Intellectual Property Rights constitute all Intellectual Property Rights necessary for the Business as conducted.

     (b) Either Seller, NCPS or NDVS owns all right, title and interest in the Owned Intellectual Property Rights free and clear of all Encumbrances (including royalty or other payments), except for those licenses of the Owned Intellectual Property Rights to Persons, payments for use of the Owned Intellectual Property Rights and other Encumbrances listed on Schedule 3.13(b). A Seller, NCPS or NDVS is the official and sole owner of record of all Registered Intellectual Property Rights. No Owned Intellectual Property Right has been infringed by any Person. A Seller, NCPS or NDVS owns all Intellectual Property Rights developed by its current and former employees and independent contractors during the period of their employment or within the scope of their contracting or consulting relationship, as the case may be, with a Seller, NCPS or NDVS. No employee or former employee or independent contractor of a Seller, NCPS or NDVS has any claim with respect to any of its Intellectual Property Rights.

     (c) The documentation relating to all trade secrets listed on Schedule 3.13(a)(i) is current accurate and sufficient in detail and content to identify and explain such trade secrets and to allow their full and proper use without reliance on the knowledge or memory of any individual. All Owned Intellectual Property Rights are valid and enforceable, and no Person has asserted that any Owned Intellectual Property Right is invalid or not enforceable. All Owned Intellectual Property Rights that are Registered Intellectual Property Rights are in full force and effect, and all actions required to keep such rights pending or in effect or to provide full available protection, including payment of filing, examination, annuity, and maintenance fees and filing of renewals, statements of use or working, affidavits of incontestability and other similar actions, have been taken, and no such Registered Intellectual Property Right is the subject of any interference, opposition, cancellation, nullity, re-examination or other proceeding placing in question the validity or scope of such rights. All products covered by Owned Intellectual Property Rights or Licensed-In Intellectual Property Rights that are Registered Intellectual Property Rights and all usages of Owned Intellectual Property Rights or Licensed-In Intellectual Property Rights that are Registered Intellectual Property Rights have been marked with the appropriate patent, trademark or other marking required or desirable to maximize available damage awards.

     (d) The documentation relating to all trade secrets listed on Schedule 3.13(a)(i) is current, accurate and sufficient in detail and content to identify and explain such trade secrets and to allow their full and proper use without reliance on the knowledge or memory of any individual. All reasonable precautions have been taken to protect the secrecy, confidentiality and value of the trade secrets and all other proprietary information used in the Business including the implementation and enforcement of policies requiring each employee or independent contractor who has access to trade secrets to execute proprietary information and confidentiality agreements substantially in a standard form, and each current and former employee and independent contractor of a Seller, NCPS or NDVS has executed such an agreement. There has been no breach or other violation of such agreements. A Seller, NCPS or NDVS has an unqualified right to use all trade secrets and other proprietary information currently used, subject to any Contract relating to Licensed-In Intellectual Property Rights. No such trade secret or other proprietary information is part of the public knowledge or literature, and no trade secret or other proprietary information has been used, divulged or appropriated either for the benefit of any Person other than a Seller, NCPS or NDVS or to the detriment of any of them.

     (e) Neither of Sellers nor NCPS or NDVS has taken action, or failed to take an action, that might have the effect of estopping or otherwise limiting its right to enforce Owned Intellectual Property Rights against any Person.

     (f) Neither of Sellers nor NCPS or NDVS has any present expectation or intention of not fully performing any obligation pursuant to any license, and there is no breach, anticipated breach or default by any other party to any license. There are no renegotiations of, attempts to renegotiate, demands for or outstanding rights to renegotiate any license. To Sellers’ Knowledge, all rights under each license will be fully available to Buyer after the Closing.

     (g) Each Licensed-In Intellectual Property Right for which a Seller, NCPS or NDVS has an exclusive right is in full force and effect, all actions required to keep such right pending or in effect or to provide full protection, including payment of filing, examination, annuity, and

maintenance fees and filing of renewals, statements of use or working, affidavits of incontestability and other similar actions, have been taken. No Licensed-In Intellectual Property Right that is a Registered Intellectual Property Right and for which a Seller, NCPS or NDVS has an exclusive right is the subject of any interference, opposition, cancellation, nullity, re-examination or other proceeding placing in question the validity or scope of such right.

     (h) Neither of Sellers nor NCPS or NDVS has infringed, misappropriated or otherwise violated any Third-Party Intellectual Property Right, and neither of Sellers nor NCPS or NDVS has received any notice of any infringement, misappropriation or violation by a Seller, NCPS or NDVS of any Third-Party Intellectual Property Right. No infringement, misappropriation or violation of any Third-Party Intellectual Property Right has occurred or will occur with respect to products or services sold by the Business or with respect to the products or services currently under development or with respect to the conduct of the Business as conducted or proposed to be conducted.

     (i) All Software that is used by a Seller, NCPS or NDVS or is present at any facility or on any equipment of a Seller, NCPS or NDVS is owned by it or is subject to a current license agreement that covers all use of the Software in the Business as conducted or as proposed to be conducted. A Seller, NCPS or NDVS has the right to use the Software used in the Business as it is being used, without any conflict with the rights of others. Neither of Sellers nor NCPS or NDVS is in breach of any license to, or license of, any Software. Neither of Sellers no