MEMBERSHIP INTEREST PURCHASE AGREEMENT

EXHIBIT 2.01

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

TECHTEAM GOVERNMENT SOLUTIONS, INC.,

NEWVECTORS HOLDING LLC,

ALTARUM INSTITUTE

and

ALTARUM SUPPORTING ORGANIZATION, INC.

DATED AS OF MAY 23, 2007

TABLE OF CONTENTS

1. DEFINITIONS			1
2. SALE AND TRANSFER OF INTERESTS; CLOSING			7
2.1 Interests			7
2.2 Purchase Price			7
2.3 Closing			7
2.4 Closing Obligations			7
2.5 Estimated Purchase Price And Post Closing Adjustment			9
3. REPRESENTATIONS AND WARRANTIES OF SELLER GROUP			10
3.1 Organization and Good Standing			10
3.2 Authority; No Conflict			10
3.3 Capitalization			11
3.4 Financial Statements			11
3.5 Books and Records			12
3.6 Title to Properties; Encumbrances			12
3.7 Condition and Sufficiency of Assets			12
3.8 Accounts Receivable			12
3.9 No Undisclosed Liabilities			13
3.10 Taxes			13
3.11 No Material Adverse Change			13
3.12 Employee Benefits			14
3.13 Compliance with Legal Requirements; Governmental Authorizations			16
3.14 Legal Proceedings; Orders			18
3.15 Absence of Certain Changes and Events			19
3.16 Contracts; No Defaults			19
3.17 Insurance			22
3.18 Employees			23
3.19 Labor Relations; Compliance			23
3.20 Intellectual Property			23
3.21 Certain Payments			24
3.22 Relationships with Related Persons			24
3.23 Brokers or Finders			25
4. REPRESENTATIONS AND WARRANTIES OF BUYER			25
4.1 Organization and Good Standing			25
4.2 Authority; No Conflict			25
4.3 Investment Intent			26
4.4 Certain Proceedings			26
4.5 Brokers or Finders			26
4.6 Solvency			26
4.7 No Knowledge of Misrepresentations or Omissions			26
5. COVENANTS OF SELLER GROUP			26
5.1 Access and Investigation			26
5.2 Operation of the Business of the Company			27
5.3 Negative Covenant			27
5.4 Notification; Disclosure Schedule Supplements			27
5.5 No Negotiation			27
5.6 ECSS Receivable			28
5.7 Confidentiality			28
5.8 Noncompete			28
5.9 Non Solicitation			28

5.10 Seller Group Release			28
6. COVENANTS OF BUYER			29
6.1 Approvals of Governmental Bodies			29
6.2 No Additional Representations; Disclaimer			29
6.3 Notification			30
6.4 Books And Records			30
6.5 Cooperation With Respect to Taxes.			30
6.6 Non Solicitation			30
6.7 Survival			30
7. CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE			31
7.1 Accuracy of Representations			31
7.2 Company’s and Seller Group’s Performance			31
7.3 Consents			31
7.4 No Proceedings			31
7.5 No Claim Regarding Interest Ownership or Sale Proceeds			31
7.6 No Prohibition			31
7.7 Additional Documents			31
8. CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSE			32
8.1 Accuracy of Representations			32
8.2 Buyer’s Performance			32
8.3 Consents			32
8.4 No Proceedings			32
8.5 No Injunction			33
8.6 No Prohibition			33
8.7 Additional Documents			33
8.8 Termination of Seller Group Guarantee.			33
9. TERMINATION			33
9.1 Termination Events			33
9.2 Effect of Termination			34
10. INDEMNIFICATION; REMEDIES			34
10.1 Survival			34
10.2 Indemnification and Payment of Damages By Seller			34
10.3 Indemnification and Payment of Damages by Buyer			34
10.4 Time Limitations; Failure to Close			34
10.5 Limitations On Amount—Seller			35
10.6 Limitations On Amount—Buyer			35
10.7 Procedure For Indemnification—Buyer Indemnification Claims and Seller Indemnification Claims			35
10.8 Procedure for Indemnification—Third Party Claims			36
10.9 Notification of Escrow			36
10.10 Exclusive Remedy; Determination of Damages			37
10.11 Insurance			37
10.12 Mitigation			37
10.13 DCA Audit Indemnification by Altarum			37
11. GENERAL PROVISIONS			38
11.1 Sellers Representative			38
11.2 Expenses			39
11.3 Public Announcements			39
11.4 Confidentiality			39
11.5 Notices			39
11.6 Jurisdiction; Service of Process			40

11.7 Further Assurances			40
11.8 Waiver .			40
11.9 Entire Agreement and Modification			41
11.10 Assignments, Successors, and no Third Party Rights .			41
11.11 Severability .			41
11.12 Section Headings, Construction			41
11.13 Governing Law			41
11.14 Counterparts; Facsimile Signature			41

EXHIBITS

Exhibit 2.4(a)(ii)		Schedule of Amounts, Timing and Responsibility for Retention Payments
Exhibit 2.4(a)(iii)		Form of Subcontract
Exhibit 2.4(a)(v)(1) and (2)		Forms of Lease Amendments
Exhibit 2.4(a)(vi)		Form of Computer Sublease
Exhibit 4.2		Buyer’s Consent

MEMBERSHIP INTEREST PURCHASE AGREEMENT

     THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “ Agreement ”) is made as of May 23, 2007, by TechTeam Government Solutions, Inc. , a Virginia corporation (“Buyer”), NewVectors Holding LLC , a Michigan limited liability company (“ Seller ”), Altarum Institute , a Michigan nonprofit corporation and tax-exempt public charity (“ Altarum ”), and Altarum Supporting Organization, Inc. , a Michigan nonprofit corporation and tax-exempt public charity (“ ASO ”, and together with Altarum and Seller, the “ Seller Group ”).

RECITALS

     Seller desires to sell, and Buyer desires to purchase, all of the issued and outstanding membership interests (the “ Interests ”) of NewVectors LLC, a Michigan limited liability company (the “ Company ”), for the consideration and on the terms set forth in this Agreement.

AGREEMENT

     Buyer and each member of the Seller Group, intending to be legally bound, agree as follows:

     For purposes of this Agreement, the following capitalized terms not defined above shall have the following meanings:

      “ Accounts Receivable ” – is defined in Section 3.8.

      “ Applicable Contract ” – is defined in Section 3.16(a).

      “ Audited Balance Sheet ” – is defined in Section 3.4.

      “ Audited Financial Statements ” – is defined in Section 3.4.

      “ Best Efforts ” – means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as is commercially reasonable and practicable; provided, however, that an obligation to use Best Efforts under this Agreement does not require such Person to take actions that would result in a materially adverse change in the financial condition, prospects or benefits of or to such Person.

      “ Breach ” – means a breach of a representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered pursuant to this Agreement that will be deemed to have occurred if there is or has been any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision.

      “ Business Day ” – means any day other than a Saturday, Sunday, United States Federal holiday or day on which banks in Detroit, Michigan are required or permitted by law to be closed.

      “ Buyer’s Advisors ” – is defined in Section 5.1(a).

      “ Buyer’s Closing Documents ” – is defined in Section 2.4(b)(iii).

      “ Buyer Indemnification Claim ” – is defined in Section 10.4(a).

      “ Buyer Indemnified Persons ” – is defined in Section 10.2.

      “ Buyer Material Adverse Effect ” – means a material adverse change in the business, operations, properties, assets, or financial condition of the Buyer other than as a result of: (a) changes generally adversely affecting the United States economy as a whole; (b) any legal or regulatory event, change, condition, fact or effect affecting the federal information technology support services industry as a whole; (c) the performance by the Buyer of its obligations under this Agreement; (d) the announcement or pendency of the Contemplated Transactions; or (e) war, the outbreak of hostilities or acts of terrorism.

      “ Claim ” – is defined in Section 10.7.

      “ Closing ” – is defined in Section 2.3.

      “ Closing Date ” – means the date and time as of which the Closing actually takes place.

      “ Closing Statement ” – is defined in Section 2.5(b).

      “ Company ” – is defined in the Recitals of this Agreement.

      “ Company Material Adverse Effect ” – means a material adverse change in the business, operations, properties, assets, or financial condition of the Company other than as a result of: (a) changes generally adversely affecting the United States economy as a whole; (b) any legal or regulatory event, change, condition, fact or effect affecting the federal information technology support services industry as a whole; (c) the performance by the Company or any member of the Seller Group of its obligations under this Agreement; (d) the announcement or pendency of the Contemplated Transactions; or (e) war, the outbreak of hostilities or acts of terrorism.

      “ Company Operating Agreement ” – means that certain Operating Agreement of the Company, dated as of April 1, 2006, between the Company and Seller.

      “ Computer Sublease Amendment ” – is defined in Section 2.4(a)(vi).

      “ Confidential Information ” – means information proprietary to the Company that has commercial value in Company’s business, including, without limitation, information about software programs and subroutines, source and object code, algorithms, trade secrets, designs, technology, know-how, processes, data, ideas, techniques, inventions (whether or not patentable or copyrightable), works of authorship, formulas, business and product development plans, customer lists, terms of compensation and performance levels of Company officers and employees, Company customers and other proprietary information concerning Company’s actual or anticipated business, research or development, or which is received in confidence by or for Company from any other person or entity; provided, however , that Confidential Information shall not include any information relating to the Company that (a) is generally available to the public or otherwise in the public domain, (b) subsequent to the Closing becomes generally available to the public without fault on the part of any member of the Seller Group, or (c) otherwise becomes known to any member of the Seller Group on a non-confidential basis from another source not bound by a confidentiality agreement with the Company.

      “ Consent ” – means any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization).

      “ Contemplated Transactions ” – means all of the transactions contemplated by this Agreement, including:

     (a) the sale of the Interests by Seller to Buyer;

     (b) the execution, delivery, and performance of the Retention Agreement Amendments and the Escrow Agreement; and

     (c) the performance by Buyer and Seller of their respective covenants and obligations under this Agreement.

      “ Contract ” – means any agreement, contract, obligation, promise or undertaking (whether written or oral and whether express or implied) that is legally binding, including, without limitation, any Applicable Contract.

      “ Controlling Party ” – is defined in Section 10.8(b).

      “ Current Assets ” – means any amounts showing as current assets of the Company under such heading on the Estimated Closing Statement, but excluding cash, cash equivalents and all ECSS receivables.

      “ Current Liabilities ” – means any amounts shown as current liabilities of the Company under such heading on the Estimated Closing Statement, but excluding any portion thereof that constitutes (a) debt included in current liabilities, regardless of maturity, and (b) any direct expenses accrued by the Company for the ECSS Receivable.

      “ Damages ” – means the amount of any loss, liability, claim and expense, including, without limitation, costs of investigation and defense and reasonable attorneys’ fees, but excluding (a) for purposes of Article 10 hereof, any such loss, liability, claim or expense relating to diminution in the value of the Company, and (b) any exemplary, punitive, special or incidental damages.

      “ Disclosure Schedule ” – means the schedule qualifying the representations, warranties and covenants of the Seller Group in this Agreement, to be delivered by Seller to Buyer, as the same may be updated or supplemented by a Disclosure Schedule Supplement.

      “ Disclosure Schedule Supplement ” – is defined in Section 5.4(b).

      “ ECSS ” – means the Airforce Expeditionary Combat Services Support project for which Computer Sciences Corporation is the prime contractor and the Company is a subcontractor under a letter subcontract.

      “ ECSS Receivable ” – means any amount billed or unbilled for work in respect of ECSS prior to April 1, 2007.

      “ Encumbrance ” – means any charge, claim, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

      “ Enterprise Solutions Business ” – means the business of the Company, whether conducted by the Company or by a member of the Seller Group prior to its transfer to the Company, which business was commonly referred to as the “Enterprise Solutions Division” of Altarum prior to its transfer to the Company.

      “ ERISA ” – means the Employee Retirement Income Security Act of 1974, as amended, or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

      “ Escrow Agent ” – is defined in Section 2.4(c).

      “ Escrow Agreement ” – is defined in Section 2.4(c).

      “ ESD Contract ” – means any Contract that is effective as of the date hereof and between any member of the Seller Group and any other Person related to the line of activity of the Seller Group commonly referred to as the “Enterprise Solutions Division.”

      “ Estimated Closing Statement ” – is defined in Section 2.5(a).

      “ Estimated Purchase Price ” – is defined in Section 2.5(a).

      “ Final Purchase Price ” – is defined in Section 2.5(b).

      “ Financial Statements ” – is defined in Section 3.4.

      “ GAAP ” – means generally accepted United States accounting principles, consistently applied.

      “ Governmental Authorization ” – means any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

      “ Governmental Body ” – means any:

     (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature;

     (b) federal, state, local, municipal, foreign, or other government;

     (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal);

     (d) multi-national organization or body; or

     (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

      “ Indemnification Cap ” – is defined in Section 10.5.

      “ Indemnification Deductible ” – is defined in Section 10.5.

      “ Indemnitor ” – is defined in Section 10.7(a).

      “ Indemnitee ” – is defined in Section 10.7(a).

      “ Independent Auditor ” – is defined in Section 2.5(b).

      “ Intellectual Property Assets ” – is defined in Section 3.20(a).

      “ Interests ” – is defined in the Recitals of this Agreement.

      “ Interim Balance Sheet ” – is defined in Section 3.4.

     “ Interim Financial Statements ” – is defined in Section 3.4

      “ IRC ” – means the Internal Revenue Code of 1986, as amended, or any successor law, and regulations issued by the IRS pursuant to the Internal Revenue Code of 1986, as amended.

      “ IRS ” – means the United States Internal Revenue Service or any successor agency, and, to the extent relevant, the United States Department of the Treasury.

      “ Key Employees ” – means the individuals listed on Schedule 1 of this Agreement.

      “ Knowledge ” – means (a) in the case of the Seller Group, (1) the actual knowledge, or the knowledge that such person would have after reasonable inquiry, of Katherine A. Fox, Gary T. Mears, W. Deane Stanley and Charles B. Torres, (2) only with respect to the representations and warranties contained in Section 3.9 and 3.16, the actual knowledge, after reasonable inquiry, of James Boedecker, and (3) only with respect to the representations and warranties contained in Section 3.12, the actual knowledge, after reasonable inquiry, of Patricia H. Ferguson; and (b) in the case of the Buyer, the actual knowledge of Dennis J. Kelly, Robert Burleson or Michael A. Sosin.

      “ Lease Amendments ” – is defined in Section 2.4(a)(v).

      “ Legal Requirement ” – means any administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty of any Governmental Body.

      “ Net Working Capital ” – means the Company’s Current Assets, minus the Company’s Current Liabilities, in each case as determined as of the close of business on day before the Closing Date.

      “ Net Working Capital Target ” – means $1,450,000.

      “ Non-controlling Party ” – is defined in Section 10.8(b).

      “ Novation ” – is defined in Section 6.1(b).

      “ Novation Documentation ” – is defined in Section 6.1(b).

      “ Objection Notice ” – is defined in Section 2.5(b).

      “ Order ” – means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator that has been given authority to do so by any Person under a contact enforceable against such Person.

      “ Ordinary Course of Business ” – an action taken by a Person that is taken in the ordinary course of such Person’s business, consistent with the past practices of such Person.

      “ Organizational Documents ” – means: (a) for a corporation, the articles or certificate of incorporation and the bylaws; (b) for a limited liability company, the articles of organization and operating agreement; (c) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (d) any amendment to any of the foregoing.

      “ Permitted Encumbrance ” means: (a) Encumbrances for Taxes, assessments and other charges not yet due and payable or for Taxes, assessments and other charges that the Company is contesting in good faith through appropriate proceedings and for which a proper reserve has been established on the books of the Company; (b) liens of landlords, carriers, warehousemen, workmen, repairmen, mechanics, and materialmen liens arising in the Ordinary Course of Business; and (c) in the case of any leased real property, the rights of any lessor of such property.

      “ Person ” – means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Body.

      “ Proceeding ” – means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

      “ Purchase Price ” – is defined in Section 2.2.

      “ Related Person ” – means (a) with respect to any Person that is not an individual, (i) any Person that directly or indirectly controls, is controlled by or is under common control with such Person, (ii) any Person that owns a greater than 50% equity interest in such Person, and (iii) each Person that serves as a director, officer, general partner, executor or trustee of such Person, and (b) with respect to any Person that is an individual, (i) any member of such Person’s immediate family, or (ii) the parents or grandchildren of such Person.

      “ Representative ” – means with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants and financial advisors.

      “ Required Tax Return ” – is defined in Section 3.10(a).

      “ Retention Agreements ” – means those Retention Agreements between the Company and each Key Employee.

      “ Retention Agreement Amendments ” – means those certain amendments to the Retention Agreements required by Section 2.4(b)(ii).

      “ Securities Act ” – means the Securities Act of 1933, as amended, or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

“ Seller Group ” – is defined in the first paragraph of this Agreement .

      “ Seller Indemnification Claim ” – is defined in Section 10.4(b).

      “ Seller Indemnified Persons ” – is defined in Section 10.3.

     “ Seller’s Closing Documents ” – is defined in Section 2.4(a)(vii).

     “ Sellers Representative ” – is defined in Section 11.1(a).

      “ Subcontract ” – is defined in Section 2.4(a)(iii).

      “ Tax ” – means any federal, state, local or foreign income, gross receipts, franchise, profits, withholding, social security, unemployment, disability, real property, ad valorem , personal property, stamp, excise, occupation, sales, use, transfer, value added, alternative minimum, estimated or other tax, assessment, duty, fee, levy or other governmental charge, including any interest, penalty or addition thereto.

      “ Tax Return ” – means any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body with respect to any Tax.

      “ Third Party Action ” – is defined in Section 10.8(a).

      “ Threatened ” – means a claim, Proceeding, dispute, action, or other matter as to which any demand or statement has been made in writing or any notice has been given in writing that would lead a prudent Person to conclude that such a claim, Proceeding, dispute, action, or other matter is reasonably likely to be asserted, commenced, taken, or otherwise pursued.

      “ Transition Services Agreement ” – is defined in Section 2.4(a)(iv).

      2.1 Interests . Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer the Interests to Buyer, and Buyer will purchase the Interests from Seller.

      2.2 Purchase Price . The purchase price for the Interests will be $40,750,000, as adjusted by the difference between Net Working Capital and the Net Working Capital Target (the “ Purchase Price ”).

      2.3 Closing . The purchase and sale (the “ Closing ”) provided for in this Agreement will take place at the offices of Honigman Miller Schwartz and Cohn LLP, 130 South First Street, Ann Arbor, Michigan, 48104, at 10:00 a.m. (local time) on the first to occur of (a) May 31, 2007, and (b) the third Business Day after the satisfaction or waiver of the last of the Closing conditions contained in Articles 7 and 8 of this Agreement (unless another date, time or place is mutually agreed to by Buyer and Seller); provided, however , that after the satisfaction or waiver of the last of the Closing conditions contained in Articles 7 and 8 of this Agreement, Buyer may, at its option, exercisable by giving the Seller Group not less than two (2) days prior written notice, extend the Closing Date to a date that is on or before June 15, 2007; provided, further , that Buyer shall, at Closing and together with the payment due under Section 2.4(b)(i), pay Seller a fee of $7,500 for each day beyond June 7, 2007 that the Closing does not occur.

      2.4 Closing Obligations . At the Closing:

     (a) Seller will deliver to Buyer:

     (i) duly executed assignments of membership interest, or other instruments of conveyance, transferring the Interests to Buyer;

     (ii) Retention Agreement Amendments executed by the Company and each Key Employee to provide for payments to the Key Employees in the amounts, at the times and in accordance with the responsibilities therefor as between the Company and Buyer as shown on Exhibit 2.4(a)(ii) .

     (iii) a subcontract between Seller and the Company, in the form of Exhibit 2.4(a)(iii) (the “ Subcontract ”), executed by Seller;

     (iv) a transition services agreement between Seller and the Company providing for the performance by Altarum of contract administration services for Contracts between the Company and the United States Government and subdivisions thereof for (A) no charge in respect of such Contracts as are in effect as of the Closing Date and until such time as such Contracts expire or are terminated, and (B) for such Contracts that the Company may enter into after the Closing Date and for which the Company or Buyer requests such services by written notice to Altarum, in each case for a fee payable to Altarum equal to two percent (2%) of the billings in respect of each such Contract, which services the Company or Buyer may terminate at any time upon not less than ten (10) days’ notice to Altarum (the “ Transition Services Agreement ”), executed by Seller;

     (v) an amendment to the leases for the Company’s space in Ann Arbor, Michigan and Alexandria, Virginia substantially in the form of Exhibit 2.4(a)(v)(1) and (2) , executed by Altarum, as landlord, and the Company, as tenant (the “ Lease Amendments ”);

     (vi) an amendment to the Equipment Lease Agreement substantially in the form of Exhibit 2.4(a)(vi ), executed by Altarum and the Company (the “ Computer Sublease Amendment ”; together with the documents referred to in subsections (i) through (v) above, the “ Seller’s Closing Documents ”); and

     (vii) a certificate executed by each member of the Seller Group representing and warranting to Buyer that each of Seller’s representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date, giving full effect to any Disclosure Schedule Supplement.

     (b) Buyer will deliver to Seller:

     (i) the Estimated Purchase Price minus the Escrow Amount, in immediately available funds or by wire transfer to an account or accounts specified by Seller in accordance with written instructions therefor provided by Seller to Buyer prior to the Closing;

     (ii) a certificate executed by Buyer to the effect that each of Buyer’s representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and

     (iii) the Employment Agreements, the Transition Services Agreement, the Subcontract, the Lease Amendment and the Computer Sublease Amendment, all executed by the Company (collectively, the “ Buyer’s Closing Documents ”).

     (c) Buyer and Seller will enter into an escrow agreement (the “ Escrow Agreement ”) mutually acceptable to Buyer, the Seller Group and LaSalle Bank Midwest, N.A., as escrow agent (the “ Escrow Agent ”), and Buyer shall transfer $4,000,000 to the Escrow Agent in immediately available funds, to be administered as provided in the Escrow Agreement.

      2.5 Estimated Purchase Price And Post-Closing Adjustment .

     (a) Estimated Closing Statement . On the date two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “ Estimated Closing Statement ”) setting forth Seller’s good faith calculation of its estimate, as of the Closing Date, of the Purchase Price with any interim adjustments as a result of the changes in the Company’s Net Working Capital position from the Net Working Capital Target (the “ Estimated Purchase Price ”).

     (b) Final Determination of Net Working Capital . No later than thirty (30) days after the Closing Date, Seller shall deliver to Buyer a statement setting forth Seller’s final calculation of the Purchase Price, including its calculation of Net Working Capital as of the Closing Date, prepared in accordance with this Agreement (the “ Closing Statement ”). If Buyer has any objections to the Closing Statement, Buyer shall deliver to Seller a notice (the “ Objection Notice ”) specifically setting forth the basis for any such objections and Buyer’s proposed resolution thereof. If Buyer fails to deliver the Objection Notice within thirty (30) days after delivery of the Closing Statement, then Buyer shall be deemed to have accepted the Closing Statement and to have irrevocably waived any further right to object thereto. If Buyer shall have timely delivered the Objection Notice, Buyer and Seller shall negotiate in good faith to resolve the objection specified therein; provided, however , that if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Notice, Buyer and Seller shall submit each matter set forth in the Objection Notice that remains unresolved to Plante & Moran (the “ Independent Auditor ”) for resolution. The Independent Auditor shall resolve any such remaining matter within thirty (30) days following the date of engagement of the Independent Auditor and shall deliver a written determination to Buyer and Seller prior to the expiration of such thirty (30) day period. The Independent Auditor’s resolution of such matters shall be final and binding upon the parties; provided, however , that no such determination with respect to any single item subject to an unresolved dispute or objection shall be any more favorable to any party than is set forth in the calculation reflected in the Closing Statement or proposed in the Objection Notice (or, in either case, as otherwise agreed in writing by Buyer and Seller during the 30-day negotiation period). The costs and expenses of the Independent Auditor shall be paid in equal amounts by Seller and Buyer. The Purchase Price, as finally determined pursuant to this Section 2.5(a) is hereinafter referred to as the “ Final Purchase Price .”

     (c) Post-Closing Adjustment . If the Final Purchase Price is greater than the Estimated Purchase Price, Buyer shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to Seller the amount of such difference by wire transfer of immediately available funds to an account or accounts designed by Seller to Buyer. If, instead, the Final Purchase Price is less than the Estimated Purchase Price, Seller shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to Buyer the amount of such difference by wire transfer of immediately available funds to an account designated by Buyer to Seller.

     (d) Cooperation . Following the Closing, (i) Buyer shall, and shall cause the Company and its Representatives to reasonably cooperate with Seller relating to the preparation of the Closing Statement and the review of the Objection Notice, and to provide any information reasonably requested by Seller and its accountants in connection therewith, and (ii) Seller shall, and shall cause its Representatives to reasonably cooperate with Buyer relating to the review of the Estimated Closing Statement, review of the Closing Statement and the preparation of the Objection Notice and to provide any information reasonably requested by Buyer and its accountants in connection therewith.

     Each member of the Seller Group hereby jointly and severally makes the representations and warranties contained in this Article 3 to Buyer. The inclusion of information in the Disclosure Schedule shall not be construed as an admission that such information is material to any member of the Seller Group, the Company or Buyer; has resulted in or would result in a Company Material Adverse Effect; or is outside the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and in no event shall any disclosure of such additional matters be deemed or interpreted to broaden or otherwise amend any of the covenants or representations and warranties in this Agreement. Notwithstanding the location of any disclosure set forth in the Disclosure Schedule, each of the disclosures, and those in any supplement thereto, shall apply to each of the representations and warranties made by the Seller Group in this Article 3 to which such disclosure could reasonably be expected to apply.

      3.1 Organization and Good Standing .

     (a) Part 3.1 of the Disclosure Schedule contains a complete and accurate list of the Company’s name, its jurisdiction of organization, other jurisdictions in which it is qualified to do business, and its ownership (including the identity of each Interest holder and the percentage of Interests held by each). The Company is a limited liability company presently existing in good standing under the laws of the State of Michigan, with the requisite limited liability company power and authority to conduct its business as presently conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under the Applicable Contracts. The Company is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

     (b) The Company has made available to Buyer copies of the Organizational Documents of the Company, as currently in effect.

      3.2 Authority; No Conflict .

     (a) This Agreement constitutes the legal, valid, and binding obligation of each member of the Seller Group, enforceable against such member of the Seller Group in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and general principles of equity. Upon the execution and delivery by each member of the Seller Group of the Seller’s Closing Documents to which it is a party, such Seller’s Closing Documents will constitute the legal, valid, and binding obligations of such member of the Seller Group, enforceable against such member of the Seller Group in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and general principles of equity. Each member of the Seller Group has the requisite power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents to which it is a party. The execution and delivery by each member of the Seller Group of this Agreement and the Seller’s Closing Documents to which it is a party, and the consummation of the Contemplated Transactions, have been duly authorized by all requisite company or corporate action on the part of such member of the Seller Group, and no other proceedings on the part of the governing body of such member of the Seller Group or any of its respective members or shareholders, as applicable, are necessary to authorize

the execution, delivery and performance of this Agreement and the Seller Closing Documents to which it is a party, or the consummation of the Contemplated Transactions.

     (b) Except as set forth in Part 3.2 of the Disclosure Schedule, neither the execution and delivery of this Agreement by Seller, nor the consummation or performance by Seller of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

     (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Company or Seller, or (B) any resolution adopted by the members of the Company or the board of managers or members of Seller;

     (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Seller or any substantial portion of the assets owned or used by the Company or Seller may be subject;

     (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of, or any substantial portion of the assets owned or used by, the Company;

     (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or

     (v) result in the imposition or creation of any Encumbrance upon or with respect to any asset material to the Company.

     (c) Except as set forth in Part 3.2 of the Disclosure Schedule, neither the Seller Group nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

      3.3 Capitalization . The equity securities of the Company consist solely of the Interests, all of which are owned of record and beneficially by Seller, free and clear of all Encumbrances. No legend or other reference to any purported Encumbrance appears upon any certificate or other documentary evidence representing the Interests. Other than this Agreement and the Company Operating Agreement, there are no Contracts relating to the issuance, sale, or transfer of the Interests or other securities of the Company. The Interests were issued in compliance with the Securities Act and other applicable Legal Requirements.

      3.4 Financial Statements . The Company has made available to Buyer: (a) an audited balance sheet of the Company as at September 30, 2006 (the “ Audited Balance Sheet ”), and the related audited statements of income, changes in partners’ equity, and cash flows for the six (6) month period then ended, together with the report thereon of Ernst & Young, LLP, independent certified public accountants (the “ Audited Financial Statements ”), and (b) an unaudited balance sheet of the Company as at March 31, 2007 (the “ Interim Balance Sheet ”) and the related unaudited statements of income and cash

flows for the six (6) months then ended (the “ Interim Financial Statements ”; together with the Audited Financial Statements, the “ Financial Statements ”). The Financial Statements fairly present in all material respects the financial condition and the results of operations, changes in partners’ equity and cash flows of the Company as at the respective dates of and for the periods referred to in the Financial Statements. Except as set forth in Part 3.4 of the Disclosure Schedule, the Financial Statements have been prepared in accordance with GAAP; provided, however , that the Interim Financial Statements do not include any footnotes or statement of partners’ equity and are subject to normal recurring year-end adjustments (which will not be materially adverse). No financial statements of any Person other than the Company are required by GAAP to be included in the Financial Statements.

      3.5 Books and Records . The books and records of the Company, all of which have been made available to Buyer, are complete and correct in all material respects, have been maintained in accordance with sound business practices and, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the material assets of the Company. The minute books of the Company contain accurate and complete records of all formal meetings held of, and actions taken by, the Interest holder, the board of managers, and committees of the board of managers of the Company, all taken pursuant to the Company Operating Agreement, and no formal meeting of any such Interest holder, board of managers, or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of such books and records will be in the possession of the Company.

      3.6 Title to Properties; Encumbrances . The Company owns good and marketable title to, or a valid leasehold interest in, the property and assets shown on the Interim Balance Sheet or acquired after the date thereof, other than property or assets disposed of in the Ordinary Course of Business following the date of the Interim Balance Sheet. Except as described in Part 3.6 of the Disclosure Schedule, all material properties and assets reflected in the Interim Balance Sheet (other than property or assets disposed of in the Ordinary Course of Business following the date of the Interim Balance Sheet) are free and clear of all Encumbrances. The Company does not own any fee interest in any real property.

      3.7 Condition and Sufficiency of Assets . The assets material to the operation of the Company are in good operating condition and repair, normal wear and tear excepted, and are adequate for the purposes for which they are being used. None of such assets are in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The assets of the Company are sufficient for the conduct of the Company’ business as currently conducted. Except as described in Part 3.7 of the Disclosure Schedule, the Company owns or leases all of the assets that are sufficient to conduct its business as it is currently being conducted, free and clear of any interest of any other Person in such assets, other than Permitted Encumbrances.

      3.8 Accounts Receivable . All accounts receivable of the Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company as of the Closing Date (collectively, the “ Accounts Receivable ”) represented or represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business of the Company. Unless paid prior to the Closing Date, to the Knowledge of Seller, the Accounts Receivable are collectible in full within one hundred eighty (180) days after the date when first due, net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company as of the Closing Date, which reserves are, to the Knowledge of Seller, adequate and calculated consistent with past practice of the Company. There is no contest, claim, or right of set-off pending or, to the Knowledge of Seller, Threatened, with respect to the amount or validity of any of the Accounts Receivable, other than reductions in the Ordinary Course of Business. Part 3.8 of the Disclosure Schedule contains an accurate and complete list of the accounts receivable of the Company at March 31, 2007.

      3.9 No Undisclosed Liabilities . Except as set forth in Parts 3.10 and 3.13 of the Disclosure Schedule, to the Knowledge of Seller, the Company has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) except for (a) liabilities or obligations reflected or reserved against in the Balance Sheet and the Interim Balance Sheet, (b) current liabilities incurred in the Ordinary Course of Business since the respective dates thereof, and (c) liabilities or obligations to perform, after the date hereof, any Applicable Contract.

      3.10 Taxes .

     (a) Since April 1, 2006, the Company has filed or caused to be filed all Tax Returns that it was required to file on or before the Closing Date pursuant to applicable Legal Requirements (the “ Required Tax Returns ”). The Company has made available to Buyer copies of the Required Tax Returns. The Company has paid, or made provision for the payment of, all Taxes that it has been required to pay pursuant to the Required Tax Returns, or pursuant to any assessment received by Seller or the Company, except such Taxes, if any, (a) as are listed in Part 3.10 of the Disclosure Schedule, and (b) Taxes accrued on the Closing Statement.

     (b) Part 3.10 of the Disclosure Schedule contains a complete and accurate list of the Required Tax Returns that are or have been the subject of an audit and of which the Company has received written notice, including a reasonably detailed description of the nature and outcome of each audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled, or, as described in Part 3.10 of the Disclosure Schedule, are being contested in good faith by appropriate proceedings. Part 3.10 of the Disclosure Schedule describes all adjustments to the United States federal income Tax Returns filed by the Company for all taxable years since 2006, and the resulting deficiencies proposed by the IRS. Except as described in Part 3.10 of the Disclosure Schedule, neither the Seller Group nor the Company has given or has been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of the Company or for which the Company or the Seller Group may be liable based upon the operations of the Company.

     (c) The Company has not received written notice of any currently proposed Tax assessment against the Company except as disclosed in the Balance Sheet, the Interim Balance Sheet or in Part 3.10 of the Disclosure Schedule. No consent to the application of Section 341(f)(2) of the IRC has been filed with respect to any property or assets held, acquired, or to be acquired by the Company. All Taxes that the Company is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body.

     (d) All Tax Returns filed by (or that include on a consolidated basis) the Company are true, correct, and complete in all material respects. There is no written tax sharing agreement that will require any payment by the Company after the date of this Agreement.

     (e) The Company has not elected, nor will it elect on or before the Closing Date, to be taxed as a corporation under the IRC.

      3.11 No Material Adverse Change . Since the date of the Interim Balance Sheet, there has not been any Company Material Adverse Effect, and no event has occurred or circumstance exists that would reasonably be expected to result in a Company Material Adverse Effect.

      3.12 Employee Benefits .

     (a) As used in this Section 3.12, the following terms have the meanings set forth below.

     (i) “ Company Other Benefit Obligation ” means an Other Benefit Obligation owed, adopted, or followed by the Company.

     (ii) “ Company Plan ” means all Plans of which the Company is or was a Plan Sponsor, or to which the Company otherwise contributes or has contributed, or in which the Company otherwise participates or has participated.

     (iii) “ ERISA Affiliate ” means, with respect to the Company, any other person that, together with the Company, is treated as a single employer under IRC § 414.

     (iv) “ Multi-Employer Plan ” has the meaning given in ERISA § 3(37)(A).

     (v) “ Other Benefit Obligations ” means all obligations, arrangements, or customary practices, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to present or former directors, employees, or agents, other than obligations, arrangements, and practices that are Plans. Other Benefit Obligations include consulting agreements under which the compensation paid does not depend upon the amount of service rendered, sabbatical policies, severance payment policies, and fringe benefits within the meaning of IRC § 132.

     (vi) “ PBGC ” means the Pension Benefit Guaranty Corporation, or any successor thereto.

     (vii) “ Plan ” has the meaning given in ERISA § 3(3).

     (viii) “ Plan Sponsor ” has the meaning given in ERISA § 3(16)(B).

     (ix) “ Qualified Plan ” means any Plan that meets or purports to meet the requirements of IRC § 401(a).

     (x) “ VEBA ” means a voluntary employees’ beneficiary association under IRC § 501(c)(9).

     (b) Part 3.12(b) of the Disclosure Schedule contains a complete and accurate list of all Company Plans and Company Other Benefit Obligations, and identifies as such all Company Plans that are Qualified Plans.

     (c) The Company has made available to Buyer, or will make available to Buyer within ten days of the date of this Agreement:

     (i) a summary of each Company Plan;

     (ii) all Company personnel, payroll, and employment manuals and policies;

     (iii) all notifications to employees of the Company of their rights under ERISA § 601 et seq . and IRC § 4980B;

     (iv) the Form 5500 filed in each of the most recent plan year for each Company Plan, including all schedules thereto; and

     (v) all notices that were given by the IRS or the Department of Labor to the Company.

     (d) Except as set forth in Part 3.12(d) of the Disclosure Schedule:

     (i) The Company has materially performed all of its obligations under all Company Plans and Company Other Benefit Obligations. The Company has made appropriate entries in its financial records and statements for all of its obligations and liabilities under such Company Plans, and Company Other Benefit Obligations that have accrued but are not due.

     (ii) No statement, either written or oral, has been made by the Company to any Person with regard to any Company Plan or Company Other Benefit Obligation that was not in accordance with the Company Plan or Company Other Benefit Obligation and that could have an adverse economic consequence to the Company or to Buyer.

     (iii) The Company, with respect to all Company Plans and Company Other Benefit Obligations is, and each Company Plan, Company Other Benefit Obligation is, in material compliance with ERISA, the IRC, and other applicable Laws including the provisions of such Laws expressly mentioned in this Section 3.12.

     (iv) To the Knowledge of Seller, no transaction prohibited by ERISA § 406 and no “prohibited transaction” under IRC § 4975(c) have occurred with respect to any Company Plan.

     (v) Neither the Company nor any ERISA Affiliate sponsors, maintains, contributes to, has any obligation to contribute to, or has any liability or potential liability under or with respect to, any Multi-Employer Plan, or any Plan subject to IRS §§412 or 4971, ERISA § 302 or Title IV of ERISA, or otherwise has any liability or potential liability under Title IV of ERISA. There is no lien pursuant to ERISA § 4068 or IRS § 412(n) in favor of, or enforceable by, the PBGC or any other entity with respect to any of the assets or property of the Company.

     (vi) Neither of the Company nor any ERISA Affiliate sponsors, maintains, contributes to, has any obligation to contribute to, or has any liability or potential liability under or with respect to, any VEBA.

     (vii) All filings required by ERISA and the IRC as to each Company Plan have been timely filed, and all notices and disclosures to participants required by either ERISA or the IRC have been timely provided.

     (viii) All Company contributions and payments made or accrued with respect to all Company Plans and Company Other Benefit Obligations are deductible under IRC § 162 or § 404. No amount, or any asset of any Company Plan is subject to tax as unrelated business taxable income.

     (ix) Except as may be required by any Legal Requirement, each Company Plan can be terminated within thirty days, without payment of any additional contribution or amount and without the vesting or acceleration of any benefits promised by such Plan.

     (x) Since the date of the Interim Balance Sheet, there has been no establishment or amendment of any Company Plan or Company Other Benefit Obligation.

     (xi) No event has occurred or circumstance exists that could result in a material increase in premium costs of Company Plans and Company Other Benefit Obligations that are insured, or a material increase in benefit costs of such Company Plans and Company Other Benefit Obligations that are self-insured.

     (xii) Other than claims for benefits submitted by participants or beneficiaries, no claim against, or legal proceeding involving, any Company Plan or Company Other Benefit Obligation, is pending or, to the Knowledge of Seller, is Threatened.

     (xiii) Each Company Plan that is a Qualified Plan is qualified in form and operation under IRC § 401(a); each trust for each such Company Plan is exempt from federal income tax under IRC § 501(a). No event has occurred or circumstance exists that will or could reasonably give rise to disqualification or loss of tax-exempt status of any such Plan or trust.

     (xiv) Except to the extent required under ERISA § 601 et seq. and IRC § 4980B, neither Seller nor the Company provides health or welfare benefits for any retired or former employee or is obligated to provide health or welfare benefits to any active employee following such employee’s retirement or other termination of service.

     (xv) Seller and Company have complied with the provisions of ERISA § 601 et seq. and IRC § 4980B.

     (xvi) No payment that is owed or may become due to any director, officer, employee, or agent of the Company will be non-deductible to the Company or subject to tax under IRC § 280G or § 4999; nor will the Company be required to “gross up” or otherwise compensate any such person because of the imposition of any excise tax on a payment to such person.

      3.13 Compliance with Legal Requirements; Governmental Authorizations .

     (a) Except as set forth in Part 3.13 of the Disclosure Schedule:

     (i) to the Knowledge of Seller, the Company and the Seller Group are, and at all times during the three year period preceding the date hereof have been, in compliance with each Legal Requirement that is or was directly applicable to the conduct or operation of the Enterprise Solutions Business or the ownership or use of any assets used in the Enterprise Solutions Business;

     (ii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) would reasonably be expected to constitute, or result in, a violation by the Company or the Seller Group of any material Legal Requirement directly applicable to the conduct or operation of the Enterprise Solutions

Business or the ownership or use of any assets used in the Enterprise Solutions Business; and

     (iii) neither the Company nor any member of the Seller Group has received any written notice or other communication from any Governmental Body regarding any actual, alleged, possible, or potential violation by the Company, or the Enterprise Solutions Business during the three year period prior to the date of this Agreement, of, or failure to comply with, any Legal Requirement.

     (b) Part 3.13(b) of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Part 3.13(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 3.13(b) of the Disclosure Schedule:

     (i) to the Knowledge of Seller, the Company is, and at all times since April 1, 2006 has been, in compliance in all material respects with all of the terms and requirements of each Governm