PURCHASE AND SALE AGREEMENT

EXHIBIT 10

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the 17th

day of December, 2004 by and among TMS, INC., an Oklahoma corporation ("TMS"),

MEASUREMENT INCORPORATED, a North Carolina corporation ("MI"), and VSC

TECHNOLOGIES, LLC, a Delaware limited liability company (the "Company").

W I T N E S S E T H

WHEREAS, TMS is the owner of a 50% Membership Interest (the "TMS Interest")

in the Company; and

WHEREAS, MI is the owner of the other 50% Membership Interest in the

Company; and

WHEREAS, TMS desires to sell and MI agrees to purchase the TMS Interest

pursuant to the terms and conditions of this Agreement; and

WHEREAS, TMS is selling all of its assets, including, but not limited to,

the TMS Rights and Non-VSC Technology (as defined in the Operating Agreement)

excluding the TMS Interest to PIC Acquisition, Inc. an Oklahoma Corporation, a

wholly owned subsidiary of Pegasus Imaging Corporation, a Florida Corporation

("Pegasus"); and

WHEREAS, a condition of the sale of the other assets of TMS to Pegasus is

the sale of the TMS Interest to MI; and

WHEREAS, Pegasus intends to hire certain employees of TMS, to perform

certain services for MI and to agree to certain licenses and other agreements as

set for the herein; and

WHEREAS, as a result of the purchase and sale of the TMS Interest and in

consideration thereof, MI, TMS, and the Company desire as of the Closing Date to

terminate certain agreements between MI, TMS and the Company and enter into new

agreements for the licensing and performance of services by Pegasus after

Closing; and

WHEREAS, MI, TMS and the Company are parties to the following agreements:

1. Master Agreement dated October 10, 2002 (the "Master Agreement").

2. Operating Agreement of VSC Technologies, LLC dated October 10, 2002

(the "Operating Agreement");

3. LLC DMR License Agreement between TMS and the Company dated October

10, 2002 (the "LLC DMR Agreement");

4. MI DMR License and Service Agreement between TMS and MI dated October

10, 2002 (the "MI DMR Agreement");

5. MI VSC License and Service Agreement among the Company, TMS and MI

dated October 10, 2002 (the "MI VSC Agreement");

6. TMS VSC License Agreement between the Company and TMS dated October

10, 2002 (the "TMS VSC Agreement"); and

7. Comprehensive Preferred Escrow Agreement among DSI Technology Escrow

Services, Inc. ("DSI"), TMS, MI and the Company effective as of

October 10, 2002 (the "Escrow Agreement").

The Master Agreement, the Operating Agreement, the LLC DMR Agreement, the

MI DMR Agreement, the MI VSC Agreement, the TMS VSC Agreement and the Escrow

Agreement are sometimes hereinafter collectively referred to as the "VSC

Agreements"; and

WHEREAS, capitalized terms in this Agreement not otherwise defined in this

Agreement shall have the meaning ascribed to them in Exhibit 1, attached hereto

and incorporated by reference; and

NOW THEREFORE, in consideration of the mutual covenants, terms and

conditions set forth herein, the sufficiency and adequacy of which are hereby

acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF TMS INTEREST

1.1 Purchase of TMS Interest. TMS agrees to sell and MI agrees to purchase,

the TMS Interest upon the terms and conditions hereinafter set forth.

1.2 Consideration for TMS Interest. The purchase price for the TMS Interest

shall be Two Hundred and Fifty Thousand and no/100 Dollars ($250,000) (the

"Purchase Price").

1.3 Payment for TMS Interest. Subject to performance of the conditions to

Closing as set forth in this Agreement, the Purchase Price shall be paid to TMS

at Closing (as hereinafter defined) in immediate available funds.

ARTICLE II

ADDITIONAL COVENANTS AND AGREEMENTS

2.1 Indemnity. Effective upon the purchase and sale of the TMS Interest

under this Agreement, and subject to the following terms and conditions, MI

shall indemnify and hold TMS harmless against all costs and expenses and any

judgment TMS may incur as a result of any patent infringement lawsuit, claim,

suit or action regarding the VSC Technology filed by NCS Pearson, Inc. ("NCS")

or any of its affiliates, or any successors or assigns of NCS (an "Action").

2.1.1 MI shall have the right in an Action to select counsel for the

representation of any or all of MI, TMS and the Company and to control

defense strategy and any settlements involving the Company or TMS. TMS may

retain its own counsel other than that counsel selected by MI; however, in

such event TMS shall be responsible for the legal costs associated with

such additional representation, unless such additional representation is

occasioned by: (i) the demands of MI, or (ii) the opinion by MI counsel

that its joint representation of TMS and MI or TMS and the Company, or TMS,

MI and the Company is impermissible or likely impermissible under pertinent

standards of professional responsibility for the legal profession.

Currently a matter is pending in the United States District Court for the

Eastern District of North Carolina, Western Division, Court File No.

5:02W-778-H(3) captioned "Measurement Incorporated; TMS, Inc. (authorized

to do business in North Carolina under the name TMSSequoia Corp.); and VSC

Technologies, LLC vs. NCS Pearson, Inc." (the "Lawsuit"). In no event shall

this Section 2.1 be deemed to be an admission of liability on the part of

the Company, MI or TMS, it being understood that this Section 2.1 arises

solely as a result of general threats and allegations by NCS, and the

counterclaims filed in the Lawsuit all of which the Company, MI and TMS

believe to be unsubstantiated. For purposes of this Section 2.1, the

Lawsuit is considered an Action.

2.1.2 MI shall indemnify and hold TMS harmless against the amount of

any judgment entered against TMS in an Action, less any amounts recovered

through other means such as insurance by TMS. MI shall be entitled to seek

a stay and/or appeal of any judgment and shall not be obligated to make

payment thereon unless and until such judgment has become final and

nonappealable so long as failure to make such payment does not result in an

execution, liens or encumbrances on assets of TMS or prevent TMS from

making a final distribution to its shareholders. MI's obligation to

indemnify TMS shall not extend to any sanctions imposed by a court as a

result of TMS's noncompliance with orders of the court during the

prosecution or defense of any Action, except those taken by or at the

direction of MI or MI's counsel.

2.1.3. In addition to the right of MI to file motions for stay of

judgment, TMS shall have an independent right to file a motion in an Action

to stay any judgment, (i) at MI's cost and expense if MI has breached its

obligations under Section 2.1.2, or (ii) otherwise, at the sole cost and

expense of TMS, provided however that TMS may only have such right in the

event that TMS is likely to suffer irreparable harm by such judgment.

2.1.4 MI shall have the authority to settle all Actions on behalf of

the Company and TMS, and TMS shall join in all settlement agreements as

requested by the Company or MI, so long as such settlement does not result

in any monetary obligations on the part of TMS not paid by MI or result in

any material diminishment in the value of any asset of TMS or its

successors . TMS shall not be responsible for settlement costs paid to NCS.

2.1.5 TMS represents and warrants that TMS has only licensed the VSC

Technology in three contracts which could form the basis of a claim by NCS

against TMS; provided however, the validity of any such claim is denied.

Specifically these three contracts are with the following entities: (i)

North Dakota Department of Public Instruction Contract Service Agreements,

dated December 20, 2000, July 1, 2001 and May 22, 2002; (ii) Denver Public

Schools, dated October 17, 2001, with a renewal dated August 1, 2002 and a

renewal by cash payment on March 8, 2004 and a renewal by purchase order

dated July 30, 2004; and (iii) MI (i.e., the VSC Agreements), dated October

10, 2002. Additionally TMS represents and warrants that TMS performed

services to allow New York City Public Schools and Alberta Learning in

Canada the ability to try out the VSC Technology, however such trials did

not result in a license of the VSC Technology, nor was TMS reimbursed for

any costs associated with performing such services.

2.1.6 TMS (by and through Deborah D. Mosier as coordinator (the

"Coordinator")) will provide all reasonable cooperation and assistance

needed by MI in the defense of an Action, including, without limitation,

providing testimony, technical knowledge and Documents within the

possession of TMS and identifying any known witnesses and their last known

whereabouts, at no cost to the Company or MI, except for any reasonable

travel or duplication costs, approved in advance by MI, incurred in

connection with an Action through December 31, 2004. Beginning January 1,

2005, Deborah D. Mosier will continue to perform services as the

Coordinator at a rate of $75.00 per hour, plus reasonable travel and other

administrative costs, approved in advance by MI, and incurred in connection

with the Action. It shall be a condition to the obligation of MI to close

the purchase and sale under this Agreement, that Pegasus shall enter into

an agreement with MI (the "Pegasus Software Development Services

Agreement") attached hereto as Exhibit 2. The term "Documents" as used

herein shall have the broadest meaning ascribed to it under the Federal

Rules of Civil Procedure

2.1.7 In the event that Deborah D. Mosier refuses to perform the

duties of Coordinator in a manner satisfactory to MI, then TMS shall

appoint a corporate representative of TMS to replace her as Coordinator.

Without limiting the generality of Section 2.1.6, Coordinator shall be

responsible for (1) assembling and organizing all Documents necessary in

the defense and prosecution of the Action relative to TMS;(2) responding to

discovery requests in the Lawsuit and any other Action relative to TMS; (3)

assisting in the preparation of discovery requests in the Lawsuit and any

other Action relative to TMS; and (4) executing on behalf of TMS any

settlement or legal document required to be executed by TMS. Coordinator

shall promptly and timely perform such actions on behalf of TMS at the

request of MI and the Company.

2.1.8. TMS represents and warrants that it shall perform through its

Coordinator monthly updates to what it previously provided in the way of

Documents reasonably believed to be relevant to an Action, effective

December 17, 2004 and shall deliver such update to MI during the following

week and monthly thereafter. Should there be no updates of any Documents

reasonably believed to be relevant to an Action, for a particular month

,then TMS shall so indicate in its monthly update letter.

2.1.9 The obligations of the parties under this Section 2.1 shall

survive Closing.

2.2 Cancellation of Development Costs Due. At Closing, the Company and MI

shall cancel the obligation of repayment of additional contribution for

Development Costs in the amount of Three Hundred Fifty Thousand and No/100

Dollars ($350,000.00) and TMS shall have no further obligation to contribute to

past or future Development Costs.

2.3 Cancellation of Tax Preparation Obligation. At Closing, MI shall cancel

TMS' one-half share of its obligation for payment of the preparation of the

Company's tax return and MI shall assume responsibility for full payment of the

preparation of the Company's tax return.

2.4 Assignment. At Closing, TMS shall assign, give, grant, transfer, sell

and convey the TMS Interest to MI and any and all right, title and interest

which TMS has under any provision of the Operating Agreement and in and to any

of the assets of the Company, in form reasonably satisfactory to MI and TMS (the

"Assignment and Agreement"). The Assignment shall provide that MI shall assume

the obligations of TMS as of the Closing Date provided, that (i) the

representations and warranties of TMS under Section 5.1.3 and Section 7.1.1 of

the Operating Agreement shall remain in full force and effect, (subject to the

Lawsuit). (ii) the grants and assignments under Section 7.1.1 of the Operating

Agreement shall be continued and superceded by the terms of the license in

Section 2.6 below (iii) the sublicense of rights from the Company to TMS under

Section 7.2 of the Operating Agreement shall terminate and be of no further

force and effect, (iv) the LLC DMR Agreement, MI DMR Agreement, MI VSC

Agreement, and the TMS VSC Agreement, as well as the Escrow Agreement shall be

terminated as provided in this Agreement and MI and TMS shall enter into certain

new license agreements prior to Closing as provided in this Agreement, (v) TMS

shall remain subject to and bound by Article XI of the Operating Agreement, and

(vi)) TMS shall waive and release all claims against the Company and MI, and

their respective officers, directors, and employees, and all rights in and to

the Company, the VSC Agreements, VSC Products, VSC Services and the VSC

Technology, except for claims against MI pursuant to an Action and this

Agreement.

2.5 Licenses. At Closing, MI and the Company shall enter into license

agreements with Pegasus for the Product Applications and Product Toolkits,

attached as Exhibit 3 and Exhibit 4, respectively to this Agreement (the "DMR

VAR Agreement" and the "Product Toolkits VAR Agreement").

2.6 Termination of Agreements. At Closing, MI, the Company and TMS shall

terminate the following:

2.6.1 LLC DMR Agreement. The LLC DMR Agreement shall be terminated

(the "LLC DMR Termination") and MI, the Company and Pegasus shall enter

into the DMR VAR Agreement pursuant to Section 2.5 above.

2.6.2 MI DMR Agreement. The MI DMR Agreement shall be terminated (the

"MI DMR Termination") and MI and Pegasus shall enter into DMR VAR Agreement

pursuant to Section 2.5 above.

2.6.3 MI VSC Agreement. The MI VSC Agreement shall be terminated in

its entirety and the same shall be void and of no further force and effect

(the "MI VSC Termination").

2.6.4 TMS VSC Agreement. The TMS VSC Agreement shall be terminated in

its entirety and the same shall be void and of no force and effect (the

"TMS VSC Termination").

2.6.5 Escrow Agreement. DSI, TMS, MI, and the Company shall terminate

the Escrow Agreement (the "Escrow Termination"). Prior to Closing, MI shall

provide to DSI a letter notifying of a release condition (the "MI Release

Letter"). At Closing, TMS shall issue a letter to DSI confirming the

release condition and authorizing the release of all Deposit Materials and

all Deposit Updates (as defined in the Escrow Agreement) (the "TMS Release

Letter").

2.6.6 Master Agreement. The Master Agreement shall be terminated in

its entirety and the same shall be void and of no force and effect (the

"Master Agreement Termination").

2.7 Consent to Termination of Agreements. As a condition to the obligation

of MI to the close of the purchase and sale of the TMS Interest, Pegasus shall

consent to the termination of the agreements in Section 2.6 above, in form

satisfactory to MI (the "Pegasus Termination Consent").

2.8 Employee Assignments. To the extent not already previously provided, at

Closing, TMS shall deliver copies of all assignments of all of its employees and

all other Persons who have worked on or contributed to in any way the creation

or development of the VSC Technology, of their rights thereto to TMS (the

"Employee VSC Assignments") and which supported TMS' representation and warranty

in Section 7.1.1 (aa) of the Operating Agreement. TMS represents and warrants

that the employees and other Persons listed in a - w below were to its knowledge

the only employees and other Persons who worked on or contributed in any way to

the creation or development of the VSC Technology. It is understood and agreed

that the Company or MI will bear all out-of-pocket costs, not otherwise

reimbursed, associated with any employee complying with any request, except for

those internal and administrative costs incurred by TMS and/or Pegasus.

a. Daily, Stephen R.

b. Denney, Jason

c. Fox, Sequoyah Lane

d. Goins, Peter K.

e. Henson, Vaughn

f. Hilsabeck, David A.

g. Hinchey, Chris L.

h. Housman, Coy

i. Jennings, Greg

j. Johnson, Scott

k. Kennedy, Timothy E.

l. Kinzie, Erin

m. Klarfeld, Deborah

n. McClure, Shari G.

o. Morgan, Scott

p. Mosier, Deborah D

q. Payne, Michael

r. Scanlan, Richard P.

s. Scoles, Stace

t. Shilling, Jamie

u. Taylor, Garland S.

v. Tolle, Larry

w. Zhang, Rachel

2.9 Books and Records. Pursuant to Section 5.4 of the Operating Agreement,

TMS has the obligation to keep and maintain proper and complete books of account

and to maintain a bank account on behalf of the Company. At Closing, TMS shall

deliver true, complete and accurate copies of all books of account of the

Company, shall close the bank account opened by TMS on behalf of the Company and

shall transfer all funds in the bank account to MI. TMS shall forward to MI all

books and records relating to the Operating Agreement and the Program (the "TMS

Books and Records"). After Closing, TMS shall not be entitled to the accounting

service fee set forth in Section 3.4.2 of the Operating Agreement.

2.10 Public Announcements. Any press release or similar public statement by

either party concerning the relationship between the parties or this Agreement

shall not be made without the prior written consent and participation by the

other parties; provided, however, that any party may make any such release or

announcement which is necessary or appropriate for the releasing party or its

affiliates to make in order to comply with applicable laws or regulations, to

include, without limitation, any such release, announcement of filing, required

pursuant to applicable state or federal securities laws or the rules or

requirements of the Securities and Exchange Commission or any exchange upon

which the stock of the releasing party is listed or necessary in connection with

any bid or proposal to a customer.

2.11 Accounting. At Closing, MI shall pay any remaining Development Costs

owed to TMS for work performed to date pursuant to Section 5.2 of the Operating

Agreement.

2.12 Inventors. At Closing, TMS shall deliver originals of all assignments

of its employees and all other Persons who have worked on or contributed to the

creation or development of the TMS Patent Rights of their rights thereto to TMS

(the "TMS Patent Assignments"). TMS agrees to cooperate and make available,

where applicable, those inventors in its employ (the "Inventors") of that

invention entitled "CONSTRUCTED RESPONSE SCORING SYSTEM" (the "Invention"), for

which a United States Patent Application was filed on June 2, 2003 as Serial No.

10/452,859 and which was assigned to the Company as part of the terms of the

Operating Agreement, upon request by the Company or MI to execute any documents,

provide any truthful testimony, and do any lawful act deemed reasonably

necessary by the Company or MI to prosecute or protect its rights in the

Invention. It is understood and agreed that the Company or MI will bear all

out-of-pocket costs, not otherwise reimbursed, associated with Inventors

complying with any request, except for those internal and administrative costs

incurred by TMS.

2.13 Confidentiality.

2.13.1 It is anticipated that a party may receive confidential

information of another party ("Confidential Information"). Accordingly,

each party agrees as follows, concerning the Confidential Information of

another party, during the pendency of this Agreement or any license

agreements attached as an exhibit to this Agreement, and for a period of

five (5) years following dat