STOCK PURCHASE AGREEMENT

Exhibit 10.4

STOCK PURCHASE AGREEMENT

among

Lime Energy Co. ,

Applied Energy Management, Inc. ,

The Sellers Named Herein

And

The Sellers’ Representative

Dated as of June 11, 2008

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
ARTICLE II TRANSACTIONS AT THE CLOSING			7
2.1 Purchase and Sale of the Shares			7
2.2 Purchase Price			7
2.3 Payments at Closing			8
2.4 Restricted Shares			8
2.5 Closing			8
ARTICLE III EARN-OUT			8
3.1 Earn-Out			8
3.2 Earn-Out Payment			9
ARTICLE IV REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY			10
4.1 Organization			10
4.2 Authority; Binding Agreements			10
4.3 Conflicts; Consents			11
4.4 Capitalization; Title to Shares; Subsidiaries			11
4.5 Liens			12
4.6 Financial Information			12
4.7 Undisclosed Liabilities			13
4.8 No Change			13
4.9 Taxes			14
4.10 Intellectual Property			16
4.11 Litigation, Etc			17
4.12 Employees; Labor Matters			17
4.13 Benefit Plans			18
4.14 Contracts			19
4.15 Real Property			20
4.16 Compliance with Laws			20
4.17 Insurance			21
4.18 Permits			21
4.19 Brokers			21
4.20 Customer Contracts			21
4.21 Customers and Suppliers			21
4.22 Accounts Receivable			21
4.23 Banking Information			22
4.24 Unlawful Payments			22
4.25 Affiliate Transactions			22
4.26 Accuracy of Information Furnished			22
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLERS			22
5.1 Authority; Binding Agreements			22
5.2 Conflicts, Consents			22
5.3 Litigation			23
5.4 Title			23
5.5 Investment Representations			23
5.6 Accuracy of Information Furnished			23
5.7 Agreement for Arbitration and Split of Pro Rata Shares			24

		Page
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER			24
6.1 Organization and Power			24
6.2 Authority; Binding Agreements			24
6.3 Conflicts; Consents			24
6.4 Restricted Shares			24
6.5 Litigation, Etc			24
6.6 Brokers			25
ARTICLE VII ADDITIONAL AGREEMENTS AND COVENANTS			25
7.1 Expenses			25
7.2 Conduct of Business Pending Closing			25
7.3 Access and Information			26
7.4 Public Announcements			26
7.5 Exclusivity			26
7.6 Fulfillment of Conditions			27
7.7 Covenant Not to Compete by Majority Shareholder			27
7.8 Non-Solicitation Covenant by Majority Shareholder			27
7.9 Confidential Information			27
7.10 Acknowledgments by the Majority Shareholder			27
7.11 Seller Release			27
7.12 Transfer of Title			28
7.13 Interim Financial Statements and Reports			28
7.14 Legending of Restricted Shares			28
7.15 WARN Act			28
7.16 Company 401(k) Plans			28
7.17 Release of Debt			29
7.18 Parent Company Guarantee			29
7.19 Future Bond Requirements			29
7.20 Delivery of Additional Agreements			30
7.21 Restricted Shares			30
7.22 Glick Notes			30
ARTICLE VIII CONDITIONS PRECEDENT			30
8.1 Conditions to Obligations of Buyer			30
8.2 Conditions to Obligations of the Sellers			32
ARTICLE IX INDEMNITY			32
9.1 Survival			32
9.2 Sellers’ Indemnification			32
9.3 Buyer’s Indemnification			33
9.4 Defense of Claims			33
9.5 Adjustment			34
9.6 Limitations			34
9.7 No Waiver			34
9.8 Tax Indemnity			34
ARTICLE X TAX MATTERS			35
10.1 Allocation of Tax Liability			35
10.2 Filing and Payment Responsibility			36
10.3 Conduct of Tax Proceedings			36
10.4 Cooperation			37
10.5 Transfer Taxes			37
10.6 Tax Sharing Agreements			37
10.7 Closing Date Activities			37
ARTICLE XI TERMINATION OF AGREEMENT			38

		Page
11.1 Events of Termination			38
11.2 Effect of Termination			38
ARTICLE XII SHAREHOLDERS’ REPRESENTATIVE			38
12.1 Authorization of the Sellers’ Representative			38
12.2 Hold Harmless			39
12.3 Removal and Replacement			39
12.4 Reliance			39
ARTICLE XIII MISCELLANEOUS			39
13.1 Entire Agreement			39
13.2 Descriptive Headings; Certain Interpretations			40
13.3 Notices			40
13.4 Counterparts			41
13.5 Survival			41
13.6 Benefits of Agreement			41
13.7 Amendments and Waivers			41
13.8 Assignment			41
13.9 Enforceability			41
13.10 Governing Law; Arbitration, Waiver of Jury Trial			41
13.11 Disclosure Schedules			43

STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”) is dated as of June 11, 2008, by and among Lime Energy Co., a Delaware corporation (“ Buyer ”), Applied Energy Management, Inc., a Massachusetts corporation (the “ Company ”), and the persons listed as Sellers on the signature pages hereto (each, a “ Seller ” and, collectively, the “ Sellers ”).

     WHEREAS, the Sellers own and will own immediately prior to Closing (as defined below), of record and beneficially, all of the issued and outstanding capital stock of the Company (collectively, the “ Shares ”); and

     WHEREAS, Buyer desires to purchase the Shares from the Sellers in accordance with the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual benefits to be derived from this Agreement and of the representations, warranties, conditions, agreements and promises contained in this Agreement, and the execution and delivery of the other documents referred to herein, the parties to this Agreement agree as follows:

ARTICLE I
DEFINITIONS

     In this Agreement, the following terms have the meanings set forth below, which shall be equally applicable to both the singular and plural forms. Any agreement referred to below shall mean such agreement as amended, supplemented and modified from time to time to the extent permitted by the applicable provisions thereof and by this Agreement.

     “ Adjusted EBITDA ” means the net income of the Company and its Subsidiaries (or the net income of any successor business of the Company that would have been otherwise attributable to the Company) determined in accordance with GAAP, plus, to the extent deducted in determining such net income, (i) the expense for interest, (ii) income Taxes, (iii) depreciation, (iv) amortization, and (v) share-based compensation.

     “ Adjusted Tax Reserve ” means the amount of current Taxes (excluding deferred Taxes), reduced by amounts not payable by the Sellers under Section 10.2(b) and Section 9.8(a) on account of the then existing balance (if any) in the Adjusted Tax Reserve.

     “ Affiliate ” means, when used with reference to a specified Person, (i) any Person that directly or indirectly controls or is controlled by or is under common control with the specified Person, (ii) any Person that is an officer, director, general partner, manager or managing member of the specified Person or of which the specified Person is an officer, director, general partner, manager or managing member, (iii) any Person that, directly or indirectly, is the beneficial owner of 10% or more of any class of the outstanding voting securities of the specified Person, and (iv) such Person’s relatives, including such Person’s spouse or domestic partner (and relatives of such spouse or domestic partner), parents, siblings and lineal descendants if such Person is an individual.

     “ Applicable Law ” means, with respect to any Person, any domestic or foreign, federal, provincial, state or local statute, law, ordinance, rule, regulation, Order, writ, injunction, judgment, decree or other requirement of any Governmental Authority applicable to such Person or any of its Affiliates or any of their respective properties, assets, officers, directors or employees (in connection with such officer’s, director’s or employee’s activities on behalf of such Person or any of its Affiliates).

     “ Available Cash ” means cash and cash equivalents held by the Company at Closing (including marketable securities and short-term investments), calculated in accordance with GAAP.

     “ Benefit Plans ” mean all “employee benefit plans” within the meaning of Section 3(3) of ERISA, all medical, dental, life insurance, equity, bonus or other incentive compensation, disability, salary continuation, severance, retention, retirement, pension, deferred compensation, vacation, sick pay or paid time off plans or policies, and any other plans, agreements (including employment, consulting and collective bargaining agreements), policies, trust funds or arrangements (whether written or unwritten, insured or self-insured) (i) established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company, its Subsidiaries or any ERISA Affiliate on behalf of any employee, officer, director, shareholder or other service provider of the Company or its Subsidiaries (whether current, former or retired) or their beneficiaries, or (ii) with respect to which the Company, its Subsidiaries or any ERISA Affiliate has or has had any obligation on behalf of any such employee, officer, director, shareholder or other service provider or beneficiary.

     “ Business ” means the business and operations presently carried on by the Company and its Subsidiaries.

     “ Business Day ” means any day other than a Saturday, Sunday or other day on which banks in Chicago, Illinois are authorized or required by law to be closed.

     “ Closing Share Price ” is Seven Dollars and 93/100 ($7.93) per share.

     “ Code ” means the United States Internal Revenue Code of 1986, as amended.

     “ Company’s Knowledge ” or similar phrases, means the actual knowledge of Sellers after due inquiry and investigation.

     “ Company Technology ” means the all Intellectual Property owned, used, or held for use by or licensed to, the Company or any of its Subsidiaries in its Business.

     “ Competing Business ” means any business engaged in energy engineering and consulting services, energy efficiency services and construction and HVAC services, any business that produces, sells, distributes or licenses any products or services that are the same as or similar to any products and services produced, sold, distributed or licensed by the Company or its Subsidiaries at the time of Closing (or that was under active consideration by the Company or any of its Subsidiaries at the time of the Closing).

     “ Confidential Information ” means any information or data not generally known outside of the Company or the Company Affiliates, for which the Company or a Company Affiliate has invoked reasonable measures to protect such information or data, and shall include, without limitation, the Company’s and the Company Affiliates’ data, designs, compilations of information, apparatus, computer programs, identity of suppliers, identity of customers, customer requirements, cost or price data, research data, business plans, marketing or sales plans and information, financial data, salary and wage information, policies and procedures, manufacturing and sales know-how and any other information that is proprietary to or a trade secret of the Company or any Company Affiliate, whether or not such information is considered a trade secret within the meaning of applicable law.

     “ Copyrights ” means all unregistered copyrights, copyright applications and copyright registrations and renewals in connection therewith, in both published works and unpublished works, and all works of authorship, and moral and economic rights of authors and inventors (however denominated).

     “ Distribution Deduction ” means the value of all cash dividends and distributions paid by the Company to its shareholders in the period beginning May 5, 2008 and ending on the Closing.

     “ Earn-Out Adjusted EBITDA ” means the adjusted EBITDA of the Company and its Subsidiaries during the Earn-Out Period. In determining the Earn-Out Adjusted EBITDA, the parties agree that it will be calculated in accordance with the following: (i) revenues and expenses related to any additional entities or businesses acquired by the Company during the Earn-Out Period, and charges and costs related thereto, shall be excluded, (ii) gains or losses derived from any unusual or infrequent, nonrecurring event that would be characterized as “extraordinary” under GAAP shall be excluded, (iii) gains or losses resulting from the sale or other disposition of assets not in the

Ordinary Course of Business shall be excluded, and (iv) gains or losses attributable to adjustments relating to prior periods shall be excluded.

     “ Earn-Out Payment ” means the payment amounts determined in accordance with Section 3.1 .

     “ Earn-Out Period ” means the seven-month period beginning on June 1, 2008 and ending December 31, 2008.

     “ Earn-Out Revenue ” means the gross revenue of the Company and its Subsidiaries (or the gross revenue of any successor business of the Company or its Subsidiaries that would have been otherwise attributable to the Company or its Subsidiaries) for the Earn-Out Period, determined in accordance with GAAP; provided, however that: (i) revenues and any offsets or charges related to any additional entities or businesses acquired by the Company or the Buyer or its Affiliates shall be excluded, (ii) gains or offsets or charges derived from any unusual or infrequent, nonrecurring event that would be characterized as “extraordinary” under GAAP shall be excluded, (iii) gains resulting from the sale or other disposition of assets not in the Ordinary Course of Business shall be excluded, (iv) gains attributable to adjustments relating to prior periods shall be excluded, and (v) any revenue recognized by Buyer or its Subsidiaries, that is not recognized by the Company or its Subsidiaries, which is attributable to any business opportunities created by any of the Company’s employees or officers shall be included.

     “ Earn-Out Share Price ” is Seven Dollars and 93/100 ($7.93) per share.

     “ Employment Agreements ” is defined in Section 8.1(i) of this Agreement.

     “ Environmental Condition ” means any condition or circumstance, including the presence of Hazardous Substances, whether created by the Company, any of its Subsidiaries or any third party, at or relating to any property or premises of the Company or any of its Subsidiaries that did, does or may reasonably be expected to (a) require abatement or correction under an Environmental Law, (b) give rise to any civil or criminal liability on the part of the Company or any of its Subsidiaries under an Environmental Law, or (c) create a public or private nuisance.

     “ Environmental Law ” means all Applicable Laws and Orders relating to pollution or protection of human health, public safety or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) as they currently exist, including, without limitation, laws relating to public health and safety, worker health and safety, emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any laws, rules, or regulations related thereto.

     “ ERISA Affiliate ” means any entity required to be aggregated in a controlled group or Affiliated service group with the Company for purposes of ERISA or the Code (including under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA), at any relevant time.

     “ Existing Contracts ” means all of the Company’s and its Subsidiaries’ contracts, leases, subleases, licenses, Permits, purchase and sale orders and any other agreements, commitments or binding arrangements or understandings, whether written or oral, to which the Company or any of its Subsidiaries is a party, including each amendment, modification, renewal or extension or other ancillary document pertaining thereto, including, but not limited to, those contracts set forth on Schedule 4.14(a) .

     “ GAAP ” means, at a given time, United States generally accepted accounting principles.

     “ Glick Notes ” means (i) that certain Amended and Restated Nonnegotiable Promissory Note representing the unsecured obligation of the Company to pay Felber/Glick, LLC the principal amount of Four Hundred Twenty-

Two Thousand Three Hundred and Ninety Dollars ($422,390) and (ii) that certain Amended and Restated Commercial Term Promissory Note representing the unsecured obligation of the Company to pay Felber/Glick, LLC the principal amount of One Million Dollars ($1,000,000).

     “ Governmental Authority ” means any foreign, United States federal, state, local provincial or municipal government or any subdivision thereof, any regulatory or administrative authority, or any agency or commission or any court, tribunal or judicial or arbitral body.

     “ Hazardous Substances ” means (i) any pollutants, contaminants, toxic or hazardous gaseous, liquid or solid material or waste that may or could pose a hazard to the environment or human health or safety and (ii) any regulated substance or waste under any Applicable Laws or Orders that have been enacted, promulgated or issued by any Governmental Authority concerning protection of the environment.

     “ Income Tax Return ” means any Tax Return relating to any federal, state, local or foreign Tax based on, or measured by reference to, net income.

     “ Indebtedness ” with respect to any Person means (i) any indebtedness or other obligation for borrowed money; (ii) any obligation incurred for all or any part of the purchase price of property or other assets or for the cost of property or other assets constructed or of improvements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchased in the Ordinary Course of Business; (iii) the face amount of all letters of credit issued for the account of such Person; (iv) obligations (whether or not such Person has assumed or become liable for the payment of such obligation) secured by Liens; (v) capitalized lease obligations; (vi) unfunded obligations for pension, retirement, severance benefits for any officer, director or employee of such Person; (vii) unfunded obligations for deferred compensation for any officer, director or employee of such Person; (viii) all guarantees and similar obligations of such Person; (ix) all accrued interest, fees and charges in respect of any indebtedness; (x) all bankers acceptances and overdrafts; and (xi) all interest, prepayment premiums and penalties, and any other fees, expenses, indemnities and other amounts payable as a result of the prepayment or discharge of any indebtedness.

     “ Independent Auditor ” means an auditing firm mutually acceptable to Buyer and Sellers’ Representative; provided that if no agreement can be reached by such persons within ten (10) Business Days, the Independent Auditor shall be Blackman Kallick, unless Blackman Kallick is regularly serving as the Company’s auditor at or near the time, in which case the Sellers’ Representative shall have the right to select any independent nationally recognized accounting firm to be the Independent Auditor.

     “ Intellectual Property ” means Copyrights, Patents, Trademarks, trade secrets, Internet domain names, proprietary rights, Technology, franchises, licenses, and other intellectual property and intellectual property rights on a worldwide basis, any goodwill associated with any of the foregoing and all copies and tangible embodiments thereof (in whatever form of medium), and registrations, applications and renewals for any of the foregoing assets, and all claims or causes of action arising out of or relating to any infringement or misappropriation of any of the foregoing.

     “ Intercompany Income ” shall mean the amount of any intercompany charges from the Company to Lime which are recognized as revenue by the Company under GAAP and which are attributable to the performance of services by the Company for Lime.

     “ Liability ” means any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, cost, expense, fines, penalties, responsibility or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether secured or unsecured, whether choate or inchoate, whether fixed or unfixed, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due and regardless of when asserted), including, without limitation, any liability for Taxes.

     “ Lien ” means any claim, lien (statutory or otherwise), encumbrance, pledge, Liability, restriction, charge, instrument, license, preference, priority, security agreement, covenant, right of recovery, option, charge, hypothecation, easement, security interest, interest, right of way, encroachment, mortgage, deed of trust,

imperfection of title, prior assignments, Tax (including foreign, federal, state and local Tax), Order or other encumbrance or charge of any kind or nature whatsoever including, without limitation (i) any conditional sale or other title retention agreement and any lease having substantially the same effect as any of the foregoing; (ii) any assignment or deposit arrangement in the nature of a security device; and (iii) any leasehold interest, license or other right, in favor of a third party, to use any portion of the Company’s, or any of its Subsidiaries’, assets or properties, whether secured or unsecured, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, contingent or non-contingent, material or non-material, known or unknown.

     “ Line of Credit ” means that certain Four Million Dollar ($4,000,000) line of credit under that certain Loan Agreement between the Company and Wachovia Bank, National Association (“ Wachovia ”), dated March 6, 2007 and all related Promissory Notes.

     “ Majority Shareholder ” means Stephen Glick.

     “ Material Adverse Change ” means any fact, event, circumstance or change affecting the Company, its Subsidiaries or the Business which individually or in the aggregate when taken together with one or more other facts, events, circumstances or changes affecting the Company, its Subsidiaries or the Business is, or could reasonably be expected to be, adverse in any material respect to (i) the condition (financial or otherwise), business, prospects, revenue, profitability, assets, Liabilities or results of operations of the Company, its Subsidiaries or the Business or (ii) the ability of the Sellers or the Company to perform their respective obligations hereunder or under the other Operative Documents.

     “ Operative Documents ” means this Agreement, the Employment Agreements, the Registration Rights Agreement, and the Glick Notes.

     “ Order ” means any decree, order, injunction, rule, judgment, or consent of or by any Governmental Authority.

     “ Ordinary Course of Business ” means the ordinary course of business of the Company and its Subsidiaries consistent with past custom and practice during the one year period preceding this Agreement (including with respect to quantity, quality and frequency).

     “ Patents ” means all patents (including all reissues, divisions, continuations, continuations-in-part, reexaminations and extensions thereof), patent applications, utility models and design rights.

     “ Permits ” means all municipal, state, federal, local and foreign consents, Orders, filings, franchises, permits, approvals, certificates, licenses, agreements, waivers, quotas, and authorizations held or used in connection with the Company or its Subsidiaries, or required under any Applicable Law for the continued operation of the Business other than job permits.

     “ Person ” means any person, firm, corporation, partnership, joint venture, limited liability company, association or other entity (governmental or private).

     “ Post-Closing Tax Period ” means (i) any taxable period beginning after the close of business on the Business Day immediately preceding the Closing Date and (ii) the portion of any Straddle Period beginning immediately after the close of business on the Business Day immediately preceding the Closing Date and ending on the last day of a Straddle Period.

     “ Pre-Closing Tax Period ” means (i) any taxable period ending at or before the close of business on the Business Day immediately preceding the Closing Date and (ii) the portion of any Straddle Period beginning on the first day of such Straddle Period and ending at the close of business on the Business Day immediately preceding the Closing Date.

     “ Proceeding ” means any action, arbitration, audit, hearing, investigation, litigation, suit or other proceeding (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any court or other Governmental Authority or referee, trustee, arbitrator or mediator.

     “ Pro Rata Portion ” means, for each Seller, the various percentage(s) for each Shareholder as calculated in the “Agreement Between Sellers for Arbitration and Pro Rata Splits” between Sellers dated June 9, 2008 executed and delivered among Sellers previously.

     “ Representative ” means, with respect to any Person, its attorneys, accountants, agents, consultants or other representatives.

     “ Restricted Shares ” means the number of shares of Common Stock of Buyer to be issued to the Sellers upon the terms and subject to the conditions set forth in this Agreement.

     “ SEC Reports ” means each Form 10-K, Form 10-Q, Form 8-K, registration statement under the Securities Act and proxy or information statement, together with any amendments thereto, required to be filed by Buyer with the SEC since December 31, 2004.

     “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “ Sellers’ Representative ” is defined in Section 12.1(a) of this Agreement.

     “ Share Transfer ” means any transfer, sale, assignment, disposition, pledge, encumbrance or mortgage of any of the Restricted Shares.

     “ Straddle Period ” means any taxable period beginning on or before and ending after the Closing Date.

     “ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be or control any managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

     “ Tax ” or “ Taxes ” means (i) any federal, state, local or foreign net or gross income, gross receipts, turnover, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs, duties, export taxes and withholdings, exchange control mandatory differentials, mandatory savings, capital stock, franchise, profits, withholding, social security (or similar), unemployment, supplementary, retirement system, disability, real property, personal property, sales, use, transfer, registration, value added, recording, intangible, documentary, goods and services, ad valorem, net proceeds, net worth, special assessments, workers’ compensation, utility, production, gains, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, together with any interest, penalty, or addition thereto payable in connection with such taxes, whether disputed or not and (ii) any liability of any Person for the payment of amounts of the type described in clause (i) as a transferee, successor or payable pursuant to a contractual obligation.

     “ Tax Arbitrator ” means a nationally or regionally recognized accounting firm reasonably satisfactory to both Buyer and the Sellers’ Representative.

     “ Tax Proceeding ” means any audit, action, suit, claim, examination, investigation, deficiency, assessment or other administrative or judicial proceeding by any Governmental Authority involving Taxes.

     “ Tax Return ” means any return, declaration, report, or information return or statement relating to Taxes, including Tax losses, deductions, credits and the like, including any schedule or attachment thereto, and including any amendment thereof.

     “ Tax Sharing Agreement ” means any written or unwritten agreement, indemnity or other arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits between the Company or any of its Subsidiaries (including its predecessor) and any Person (other than the indemnity provided pursuant to this Agreement).

     “ Technology ” means all ideas, concepts, inventions, discoveries, research information, test and engineering data, developments, methods, tools, techniques, processes, machinery, products, models, devices, data, prototypes, improvements, designs, systems, engineering and product specifications, schematics, drawings, programs, code, databases, algorithms, formulas, mask works, works of authorship, software, information and know-how, whether or not patentable or copyrightable, and all related notes, drawings, reports, manuals, notebooks, summaries, memoranda and other documentation and materials.

     “ Trademarks ” means all unregistered trademarks, trademark registrations, trademark applications, unregistered service marks, service mark registrations and service mark applications, brand names, corporate names, trade names, logos, slogans, trade dress, designs and packaging, together with all transactions, adaptions, derivations and combinations thereof.

     “ Transaction Expenses ” means all of the Company’s costs, fees and expenses, including attorney, investment banker, broker, accountant and other Representative and consultant fees, incurred in connection with the execution and negotiation of this Agreement and the other Operative Documents and the consummation of the transactions contemplated hereby and thereby which, in each case, have not been paid as of the Closing.

ARTICLE II
TRANSACTIONS AT THE CLOSING

     2.1 Purchase and Sale of the Shares . Upon the terms and subject to the conditions set forth in this Agreement and in reliance upon the representations and warranties contained herein, at the Closing, each Seller shall sell and deliver to Buyer the Shares owned by such Seller as set forth on Schedule 4.4(b) and Buyer shall purchase the Shares free and clear of all Liens, for the Purchase Price determined in accordance with this ARTICLE II. At the Closing, the Sellers shall convey and deliver to Buyer stock certificates representing all of the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, against payment of the Purchase Price for the Shares, as provided in Section 2.2 .

     2.2 Purchase Price . The aggregate consideration (the “ Purchase Price ”) to be paid by Buyer for the Shares is comprised of:

          (a) a cash payment (the “ Cash Consideration ”) equal to $3,500,000

               (i) minus the Distribution Deductions, if any, and

               (ii) minus the Available Cash, which shall be distributed to the Sellers at Closing;

          (b) the number of Restricted Shares determined by dividing $7,000,000 by the Closing Share Price; and

          (c) the Earn-Out Payment, if any.

     2.3 Payments at Closing . At the Closing, the Purchase Price shall be paid or satisfied as follows: the Buyer shall (A) pay to the Sellers the Cash Consideration by wire transfer of immediately available funds to such bank accounts designated by the Sellers by written notice to Buyer prior to Closing in accordance to Section 2.2, and (B) the Restricted Shares shall be issued and delivered in accordance with Section 2.4. Each Seller shall receive Cash Consideration in accordance with such Seller’s Pro Rata Portion.

     2.4 Restricted Shares . Upon the terms and subject to the conditions set forth in this Agreement and in reliance upon the representations and warranties contained herein, at the Closing, Buyer shall issue the Restricted Shares to the Sellers in accordance their Pro Rata Portions.

     2.5 Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Reed Smith LLP, 10 S. Wacker Dr., Chicago, Illinois, at 10:00 a.m. on June 11, 2008, or such other date as the parties may mutually agree. The date on which the Closing actually occurs shall be referred to herein as the “ Closing Date ”.

ARTICLE III
EARN-OUT

     3.1 Earn-Out .

          (a) The Earn-Out Payment shall be equal to the sum of (1) the lesser of the (i) Earn-Out Revenue Payment or (ii) $500,000 in cash plus the number of Restricted Shares determined by dividing $500,000 by the Earn-Out Share Price and (2) the lesser of (i) the Earn-Out Adjusted EBITDA Payment or (ii) $500,000 in cash plus the number of Restricted Shares determined by dividing $500,000 by the Earn-Out Share Price.

          (b) The Earn-Out Revenue Payment and the Earn-Out Adjusted EBITDA Payment shall be calculated as follows:

               (i) The “ Earn-Out Revenue Payment ” shall equal the sum of (i) the cash payment that corresponds to the applicable Earn-Out Revenue range set forth in the first column of the following table, plus (ii) the corresponding Earn-Out Revenue Share Payment.

		Earn-Out Revenue Cash				Earn-Out Revenue Share
Earn-Out Revenue		Payment				Payment
$22 to $25 million		$	50,000			a number of Restricted Shares equal to $50,000 divided by the Earn-Out Share Price
$25 to $28 million		$	150,000			a number of Restricted Shares equal to $150,000 divided by the Earn-Out Share Price
$28 to $31 million		$	300,000			a number of Restricted Shares equal to $300,000 divided by the Earn-Out Share Price
over $31 million		$	500,000			a number of Restricted Shares equal to $500,000 divided by the Earn-Out Share Price

               (ii) The “ Earn-Out Adjusted EBITDA Payment ” shall equal the sum of (i) the cash payment that corresponds to the applicable Earn-Out EBITDA range set forth in the first column of the following table, plus (ii) the corresponding Earn-Out EBITDA Share Payment.

		Earn-Out Adjusted EBITDA				Earn-Out Adjusted EBITDA
Earn-Out Adjusted EBITDA		Cash Payment				Share Payment
$1.4 to $1.7 million		$	50,000			a number of Restricted Shares equal to $50,000 divided by the Earn-Out Share Price
$1.7 to $2 million		$	150,000			a number of Restricted Shares equal to $150,000 divided by the Earn-Out Share Price
$2 to $2.2 million		$	300,000			a number of Restricted Shares equal to $300,000 divided by the Earn-Out Share Price
over $2.2 million		$	500,000			a number of Restricted Shares equal to $500,000 divided by the Earn-Out Share Price

     3.2 Earn-Out Payment .

          (a) As soon as practicable after the end of the Earn-Out Period but in no event later than thirty (30) days after the completion of the Company’s annual audit, Buyer shall prepare a schedule (setting out in reasonable detail each of the items comprising such calculation) setting its determination of the Earn-Out Revenue and the Earn-Out Adjusted EBITDA (the “ Earn-Out Schedule ”) and shall deliver the Earn-Out Statement to the Sellers’ Representative.

          (b) Within thirty (30) days of Buyer’s delivery of the Earn-Out Schedule, the Sellers’ Representative may deliver written notice (a “ Notice of Objection ”) to Buyer of any objections, specifying the basis therefore, which the Sellers’ Representative may have to the Earn-Out Schedule. The failure of the Sellers’ Representative to deliver Notice of Objection within the prescribed time period will constitute the Sellers’ Representative’s acceptance of the Earn-Out Schedule as determined by Buyer. Upon receipt of the Earn-Out Schedule, the Sellers’ Representative and his accountants will be given reasonable access to inspect and make copies of the Buyer’s and the Company’s relevant books, records and personnel during reasonable business hours for the purpose of verifying the Earn-Out Schedule.

          (c) If Buyer and the Sellers’ Representative are unable to resolve any disagreement with respect to the Earn-Out Schedule within fifteen (15) Business Days following Buyer’s receipt of the Notice of Objection, then the items in dispute will be referred to the Independent Auditor for final determination within thirty (30) days. The determination by the Independent Auditor shall be based solely on presentations by Buyer, on the one hand, and the Sellers’ Representative, on the other hand, and shall not involve independent review. Any determination by the Independent Auditor shall be final, binding and non-appealable upon the parties. Each of Buyer on the one hand, and Sellers, on the other hand, shall bear that percentage of the fees and expenses of the Independent Auditor equal to the proportion of the dollar value of the unresolved disputed issues that are determined in favor of the other party.

          (d) Within five (5) Business Days of the final determination of the Earn-Out Schedule, if the Earn-Out Payment is a positive number, Buyer shall remit cash in amounts equal to the Earn-Out Payment by wire transfer of immediately available funds to the Sellers’ Representative (for further distribution by the Sellers’ Representative to the Sellers in accordance their Pro Rata Portions) and initiate the request and delivery of the stock certificates. The Company’s failure to meet the minimum thresholds for an Earn-Out Payment and/or and

Earn-Out Adjusted EBITDA Payment shall not entitle the Buyer to any offset or other form of payment from the Sellers under this Article III.

          (e) Notwithstanding anything in this Agreement to the contrary, this Agreement shall impose no restrictions on the operation of the Company’s business after the Closing or on the operations, business or activities of Buyer after the Closing; provided, however , that Buyer shall not act in an arbitrary or commercially unreasonable manner in the conduct or operation of the Company’s business if such action would be reasonably likely to interfere with the achievement of the earn-out targets set forth in this Article III; provided, further , that the Company may be charged its allocable share of any corporate overhead and out-of-pocket costs for products or services purchased, provided or procured by Buyer or its Subsidiaries for the direct benefit of the Company, to the extent such charges and costs are reasonably allocable to the operation of the Company during the earn out period and are incurred during the applicable Earn-Out Period, and further provided, that any such charges and costs shall not include any costs incurred primarily for the use of Buyer or its Subsidiaries’ personnel. Without limiting the foregoing, following the Closing, as may be reasonably determined by Buyer, (i) Buyer may operate the Company’s business under any name, (ii) all financial statements, billing matters, payment of accounts payables, collections of accounts receivables, bank accounts, credit facilities and other financial operations or activities of the Company’s business may be consolidated with Buyer, (iii) the Company’s business may transition to using Buyer’s operational and financial technology, and in connection with such transition, Buyer shall use its commercially reasonable efforts to ensure that no material deterioration in the timeliness and accuracy of order processing, job tracking, billing, collections or the availability of budgeted operating capital results from such transition, and (iv) Buyer may dissolve or terminate the Company and operate the Company’s business as a division of Buyer.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY

     The Company and each of the Sellers hereby represent and warrant to Buyer, as of the date hereof and as of the Closing Date, as follows:

     4.1 Organization . The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has all corporate power and authority and all necessary governmental approvals to own, lease, and operate its properties and to carry on its business as it is now being conducted and to enter into this Agreement and each of the other Operative Documents to which it is a party and to carry out its obligations hereunder and thereunder. Except as listed in Schedule 4.1(a) , neither the Company nor any of its Subsidiaries requires a foreign qualification to do business in any other jurisdictions in which it now conducts business. The Company has delivered to Buyer complete and correct copies of the articles of incorporation and bylaws (or other constitutive documents), stock ledger and minute books as in effect on the date hereof for the Company and each of its Subsidiaries. The stock ledgers of the Company and each of its Subsidiaries are complete, accurate and current and the minute books of the Company and each of its Subsidiaries are complete, accurate and current in all material respects. Schedule 4.1(b) sets forth the current officers and directors of the Company and each of its Subsidiaries.

     4.2 Authority; Binding Agreements . The execution and delivery of this Agreement and the other Operative Documents to which the Company is a party, and the consummation of the transactions contemplated by this Agreement and the Operative Documents to which the Company is a party, have been duly and validly authorized by all necessary corporate action on the part of the Company. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Operative Documents to which it is a party and to consummate the transactions contemplated by this Agreement and the other Operative Documents to which it is a party. This Agreement and the other Operative Documents have been, or upon execution and delivery thereof will be, duly executed and delivered by the Company. This Agreement is, and the other Operative Documents upon the execution and delivery thereof will be, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

     4.3 Conflicts; Consents . With respect to this Agreement and the other Operative Documents to which the Company is party:

          (a) Neither the execution and delivery thereof, the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any provisions thereof will violate any law, statute, rule, regulation, Order or writ applicable to the Company, any of its Subsidiaries or any of the Company’s or any of its Subsidiaries’ properties or assets.

          (b) No such agreement will: (i) conflict with, (ii) result in any breach of any of the terms, conditions or provisions of, (iii) constitute a default (whether with notice or lapse of time, or both) under, (iv) result in a violation of, (v) give any third party the right to modify, terminate, cancel or accelerate any obligation under; or (vi) result in the creation or imposition of any Lien upon any asset of the Company or any of its Subsidiaries under, the provisions of the articles of incorporation, bylaws or other constitutive documents of the Company or its Subsidiaries or any note, bond, mortgage, indenture, Existing Contract, agreement, lease, license, permit, franchise or other instrument to which the Company or any of its Subsidiaries is a party or by which any asset of the Company or any of its Subsidiaries is bound or affected, or any law, statute, Order, rule or regulation to which the Company, or any of its Subsidiaries, or any asset of the Company, or any asset of its Subsidiaries, is subject.

          (c) Except as set forth in Schedule 4.3(c) , no consent, authorization or approval by, or any notification of or filing with any Person, court or administrative or other Governmental Authority is required in connection with the execution, delivery and performance by the Company or any Seller of this Agreement or any of the other Operative Documents to which it is a party, or the consummation of the transactions contemplated hereby and thereby.

     4.4 Capitalization; Title to Shares; Subsidiaries .

          (a) The Company’s authorized capital stock consists solely of 1,495 shares of Common Stock, no par value per share. As of the date hereof, 1,495 shares of Common Stock are issued and outstanding. All outstanding shares of Common Stock are and will on the Closing Date be validly issued, fully paid and non-assessable. The Sellers own, of record and beneficially, all of the Shares as of the date hereof and will own the same, of record and beneficially, immediately prior to the Closing.

          (b) Schedule 4.4(b) is a true and complete list as of the date hereof, and as of the Closing Date, of all issued and outstanding shares of Common Stock and the names and number of Shares owned by each Seller. Each Seller owns of record and beneficially the number of Shares set forth next to such Seller’s name on Schedule 4.4(b) .

          (c) Except as set forth on Schedule 4.4(c) , the Company has not issued any securities in violation of any preemptive or similar rights. There are no outstanding: (i) securities convertible into or exchangeable for any shares of capital stock or other securities of the Company; (ii) subscriptions, options, “phantom” stock rights, warrants, calls, commitments, preemptive rights or other rights of any kind (absolute, contingent or otherwise) entitling any party to acquire or otherwise receive from the Company any shares of capital stock or other securities or receive or exercise any benefits or rights similar to any rights enjoyed by or inuring to the holder of capital stock of the Company; (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any membership or other interests, convertible or exchangeable securities, or any subscriptions, options, warrants or similar rights of the Company or granting to any Person any right to participate in the equity or income of the Company or to participate in or direct the election of any director or officer of the Company or the manner in which any shares of capital stock or other securities of the Company are voted; or (iv) rights of any Person to be paid as if he, she or it were a holder of equity or shares of capital stock of the Company or securities convertible into or exchangeable for equity or shares of capital stock of the Company, including, without limitation, “phantom” stock and stock appreciation rights. There are no shares of capital stock or other securities of the Company reserved for issuance for any purpose. Except as disclosed on Schedule 4.4(c) , the Company is not a party to any voting agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of any shares of the capital stock or other securities of the

Company, or any agreement with respect to the transferability, purchase or redemption of any shares of capital stock or other securities of the Company.

          (d) Schedule 4.4(d) sets forth a true and complete list of all direct or indirect Subsidiaries of the Company. Except as set forth on Schedule 4.4(d) , neither the Company nor any of its Subsidiaries, directly or indirectly, own or have any interest in the capital stock or any other ownership interest in any Person. Schedule 4.4(d) shows for each Subsidiary: (i) its jurisdiction of organization and each other jurisdiction in which it is qualified to do business; (ii) the authorized and outstanding capital stock, membership or other interests or other securities of each Subsidiary; and (iii) the identity of and number of shares of such capital stock, membership or other interests or other securities owned (of record and beneficially) by each holder thereof.

          (e) Each Subsidiary is duly organized, validly existing and in good standing in its jurisdiction of organization, with full power and authority to own, lease and operate its properties and carry on its business as presently owned or conducted. Each Subsidiary is licensed or qualified to transact business and is in good standing as a foreign corporation or limited liability company, as the case may be, in each of the jurisdictions indicated in Schedule 4.4(d) , which are the only jurisdictions wherein, because of the business conducted there or the nature of its properties there, such Subsidiary would be required to be so licensed or qualified, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Change.

          (f) All shares of capital stock, membership or other interests or other securities of each Subsidiary issued and outstanding are duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 4.4(f) , no preferred stock, bonds, debentures, notes, debt instruments, evidences of indebtedness or other securities of any kind, of any Subsidiary are authorized, issued or outstanding.

          (g) Except as set forth on Schedule 4.4(g) , there are no outstanding: (i) securities convertible into or exchangeable for any shares of capital stock, membership or other interests or other securities of any Subsidiary; (ii) subscriptions, options, “phantom” stock rights, warrants, calls, commitments, preemptive rights or other rights of any kind (absolute, contingent or otherwise) entitling any party to acquire or otherwise receive from any Subsidiary any capital stock, membership interests or other securities or receive or exercise any benefits or rights similar to any rights enjoyed by or inuring to the holder of membership or other interests or securities of any Subsidiary; (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any capital stock, membership or other interests, convertible or exchangeable securities, or any subscriptions, options, warrants or similar rights of any Subsidiary or granting to any Person any right to participate in the equity or income of any Subsidiary or to participate in or direct the election of any officer of any Subsidiary or the manner in which any capital stock, membership or other interests or other securities or any Subsidiary are voted; or (iv) rights of any Person to be paid as if he, she or it were a holder of equity, capital stock or membership interests in any Subsidiary or securities convertible into or exchangeable for equity, capital stock or membership interests in any Subsidiary, including, without limitation, “phantom” stock and stock appreciation rights. Except as set forth on Schedule 4.4(g) , there are no shares of capital stock, membership or other interests or other securities of any Subsidiary reserved for issuance for any purpose. Except as set forth on Schedule 4.4(g) , no Subsidiary is a party to any voting agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of any shares of the capital stock, membership or other interests or other securities of such Subsidiary, or any agreement with respect to the transferability, purchase or redemption of any shares of capital stock, membership or other interests or other securities of such Subsidiary.

     4.5 Liens . Except as set forth on Schedule 4.5 , the Company and each of its Subsidiaries have good and marketable title to, or a valid and subsisting leasehold interest in their assets and properties, free and clear of all Liens, and the consummation of the transactions contemplated by this Agreement will not give rise to any Lien on such assets or properties. As of the date hereof and as of the Closing Date, the assets and properties of the Company and its Subsidiaries, including their respective Intellectual Property and constitute all of the assets, tangible and intangible, real and personal of any nature whatsoever, necessary to operate the Business in the manner presently operated by the Company and its Subsidiaries.

     4.6 Financial Information . The Company has provided to Buyer accurate and complete copies of the Company’s (a) unaudited balance sheets and related statements of income and cash flows as of the three months ended March 31, 2008 (the “ Latest Balance Sheet ”) and (b) consolidated balance sheets and statements of income

and cash flows as of and for the fiscal years ended December 31, 2007, 2006, 2005. Each of the foregoing financial statements (including in all cases the notes thereto, if any) (collectively, the “ Financial Statements ”): (i) have been prepared in accordance with the books and records of the Company and its Subsidiaries (which, in turn, are accurate and complete in all material respects), (ii) fairly present in all material respects the Company’s or its Subsidiaries financial condition, results of operations and cash flows as of the times and for the periods referred to therein, and (iii) have been prepared in accordance with GAAP consistently applied, subject in the case of interim financial statements to changes resulting from normal year-end adjustments for recurring accruals (which shall not be material individually or in the aggregate). All projections, estimates, financial plans or budgets previously delivered to or made available to Buyer were based upon reasonable assumptions in light of all material facts and circumstances at the time made and were provided to Buyer in good faith.

     4.7 Undisclosed Liabilities . Except as set forth on Schedule 4.7 , neither the Company nor any of its Subsidiaries have any Liabilities, other than (a) Liabilities for future performance under the Existing Contracts and the Permits, (b) Liabilities set forth on the Latest Balance Sheet (including the footnotes thereto) and adequately reserved against therein in accordance with GAAP, and (c) Liabilities of a similar nature to those set forth on the Latest Balance Sheet which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business (in each case, none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, violation of law or an environmental Liability under any Environmental Law).

     4.8 No Change . Except as set forth on Schedule 4.8 , since May 1, 2008, the Company and its Subsidiaries:

          (a) Have operated in the Ordinary Course of Business and there has not been any occurrence, event, incident, action, failure to act or transaction with respect to the Company or its Subsidiaries which is outside the Ordinary Course of Business or which has had or would be reasonably likely to have a Material Adverse Change;

          (b) Have not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for fair consideration in the Ordinary Course of Business;

          (c) Have not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses pertaining to the Business) either involving more than $50,000 or outside the Ordinary Course of Business;

          (d) Have not made any capital expenditures outside the Ordinary Course of Business;

          (e) Have not experienced any damage, destruction or loss (whether or not covered by insurance) to its properties or assets;

          (f) Have not made or changed any Tax election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return or claim for refund, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, claim, agreement, settlement, surrender, consent or other action would have the effect of increasing the Company’s or any of its Subsidiaries’ Liability for Taxes for any period ending after the Closing Date or decreasing any Tax attribute of the Company or any of its Subsidiaries existing on the Closing Date;

          (g) Have not committed to pay any bonus or to make any equity grant or granted any increase in base compensation or employee benefits to its employees or other service providers outside of the Ordinary Course of Business;

          (h) Have not adopted, amended, modified or terminated any bonus, profit sharing, incentive, severance or similar Existing Contract for the benefit of any of its employees or other service providers (or taken any such action with respect to any Benefit Plan);

          (i) Have not paid, discharged or satisfied any Liability other than the payment, discharge or satisfaction of Liabilities incurred in the Ordinary Course of Business;

          (j) Have not prepaid any obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred, or not paid when due, any account payable, or sought the extension of the payment date of any account payable;

          (k) Have not permitted or allowed any of its assets or properties to be subjected to any Liens;

          (l) Have not written off as uncollectible any notes or accounts receivable in excess of Ten Thousand Dollars ($10,000) individually or Twenty-Five Thousand Dollars ($25,000) in the aggregate;

          (m) Have not canceled any debts or waived any claims or rights other than in the Ordinary Course of Business; or

          (n) Have not made any commitment or agreement to do any of the foregoing.

     4.9 Taxes .

          (a) Except as set forth on Schedule 4.9(a) , all material federal, state, local and foreign Tax Returns required to be filed by, or with respect to, the Company or any of its Subsidiaries have been timely filed when due (taking into account all valid extensions of due dates) and all such Tax Returns are true, correct and complete in all material respects. All Taxes, whether or not shown to be due and payable on any Tax Returns, owed by, or with respect to, each of the Company and its Subsidiaries, on or before the date hereof, have been timely paid in full.

          (b) The Company and its Subsidiaries have complied in all respects with all Applicable Law and agreements relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by Applicable Law and agreements, withheld and paid over to the proper Governmental Authority all amounts required to have been withheld and paid in connection with amounts paid or owing to any past or present employee, independent contractor, creditor, member, consultant, shareholder or other third party.

          (c) Except as set forth on Schedule 4.9(c): (i) no deficiencies for any federal, state, local or foreign Taxes have been asserted or assessed in writing against the Company or any of its Subsidiaries that remain unpaid or unresolved; (ii) no Tax Proceeding relating to the Company or any of its Subsidiaries is currently pending or is threatened; (iii) no issue has been raised by a Governmental Authority in any prior Tax Proceeding which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency for any subsequent period; and (iv) any adjustment of Taxes of the Company or any of its Subsidiaries made by the Internal Revenue Service which adjustment is required to be reported to the appropriate state, local or foreign Governmental Authority has been so reported.

          (d) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax Sharing Agreement. Neither the Company nor any of its Subsidiaries has been a member of an Affiliated group filing a consolidated federal Income Tax Return (other than the current consolidated group) or a combined, consolidated, unitary or other Affiliated group for state, local or foreign Tax purposes, and neither the Company nor any of its Subsidiaries has any liability for the Taxes of any Person as a transferee or successor.

          (e) Neither the Company nor any of its Subsidiaries has engaged in any “listed transactions” within the meaning of Section 1.6011-4(b)(2) of the Treasury Regulations. The Company and its Subsidiaries have disclosed on their federal Income Tax Returns 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.

          (f) Neither the Company nor any of its Subsidiaries has agreed, or is required or has requested, to make any adjustment under Section 481(a) of the Code (or any corresponding or similar provision of state, local or foreign Law) by reason of a change in accounting method or otherwise, which adjustment would result in an income inclusion, or disallowance of deductions, under Section 481(a) of the Code (or any corresponding or similar provision of state, local or foreign Law) in a Post-Closing Tax Period.

          (g) No closing agreement is currently in force pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign Law) with respect to the Company or any of its Subsidiaries and there are no Tax rulings or requests for Tax rulings or closing agreements that could affect the liability for Taxes of the Company or any of its Subsidiaries after the Closing Date.

          (h) Except as set forth on Schedule 4.9(h), n o waivers of statutes of limitation are in effect in respect of any Taxes and neither the Company nor any of its Subsidiaries has agreed to any extension of time with respect to a Tax assessment or deficiency. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries.

          (i) Neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a transaction that qualifies or was intended to qualify as a Tax-free transaction under Section 355 of the Code.

          (j) Neither the Company nor any of its Subsidiaries will be required to include amounts in income, or exclude items of deduction, after the Closing Date as a result of (i) any intercompany transaction or excess loss account described in the Treasury Regulations promulgated pursuant to Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law) arising or occurring on or prior to the Closing Date, (ii) any installment sale or open transaction disposition made on or prior to the Closing Date, (iii) the application of the long-term method of accounting on or prior to the Closing Date, (iv) any agreement with a Governmental Authority entered into on or prior to the Closing Date, or (v) the receipt of prepaid amounts on or prior to the Closing Date.

          (k) None of the Subsidiaries is a foreign corporation for federal income Tax purposes.

          (l) Neither the Company nor any of its Subsidiaries is a party to or is member of any joint venture, partnership, limited liability company or other arrangement or contract which could be treated as a partnership for federal income Tax purposes.

          (m) Schedule 4.9(m) lists all jurisdictions (whether foreign or domestic) in which the each of the Company and its Subsidiaries pay Taxes and the nature of the Taxes paid by each of the Company and its Subsidiaries. No claim has ever been made by a Governmental Authority in a jurisdiction where neither the Company nor its Subsidiaries files Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction nor is there a reasonable basis for any such claim.

          (n) The Company has delivered to Buyer true, correct and complete copies of all Income Tax Returns for the last three years, and examination reports, and statements of deficiencies assessed against or agreed to by, or with respect to, each of the Companies and its Subsidiaries with respect to such Taxes for the last five taxable years.

          (o) Except as set forth on Schedule 4.9(o) , no power of attorney, which is currently in effect, has been granted with respect to any matter relating to Taxes of the Company or any of its Subsidiaries.

          (p) Neither the Company nor any of its Subsidiaries has any corporate acquisition indebtedness as described in Section 279 of the Code.

          (q) Since December 31, 2006, neither the Company nor any of its Subsidiaries has (i) made, rescinded or changed any material Tax election or adopted or changed any method of accounting, (ii) entered into any settlement of or compromise of any Tax liability in excess of Twenty-Five Thousand Dollars ($25,000), (iii)

changed any annual accounting period, (iv) entered into a closing agreement, (v) surrendered any right to any material Tax refund or (vi) filed any amended Tax return or refund claim with respect to any material Tax.

          (r) The reserve for unpaid Taxes in the Latest Balance Sheet (other than a reserve for deferred Taxes established to reflect timing differences between book and Tax income) is a full and adequate reflection of all accrued and unpaid Taxes of the Company and its Subsidiaries as of December 31, 2007. Since December 31, 2007, neither the Company nor any of its Subsidiaries has incurred or accrued any liability for Taxes of any nature (whether matured, unmatured, fixed or contingent) except for those Taxes incurred or accrued in the ordinary course of business.

          (s) No Seller is a “foreign person” as that term is defined in Section 1445(f)(3) of the Code. Neither the Company nor any of its Subsidiaries is or has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

     4.10 Intellectual Property .

          (a) All of the Company Technology (including, without limitation, the Registered Intellectual Property), is owned by the Company or its Subsidiaries free and clear of all Liens or licensed to the Company or its Subsidiaries pursuant to the Intellectual Property Licenses set forth in Schedule 4.10(d) , without payment of royalty with respect to any of them.

          (b) To the Company’s Knowledge, there are no infringements of the Company Technology by any third party. In addition, the conduct of the Business as currently conducted does not infringe any Intellectual Property of a third party.

          (c) Schedule 4.10(c) sets forth a true and complete list of each registration of or application for registration of Intellectual Property which has been issued to or filed by the Company, its Subsidiaries or their predecessors or to a third party on behalf of the Company, its Subsidiaries or their predecessors (collectively, the “ Registered Intellectual Property ”) and identifies the applicable jurisdiction, status, application or registration number, date of application, registration or issuance and all upcoming due dates and filing deadlines up to and including the date that is twelve (12) months from the date hereof, as applicable. All Registered Intellectual Property is owned by the Company free and clear of any Liens.

          (d) Schedule 4.10(d) sets forth a true and complete list of (i) all licenses, sublicenses and other agreements, permissions or arrangements to which the Company, its Subsidiaries or their predecessors is a party and pursuant to which any Person is authorized to have access to, or use of, any Company Technology, or to exercise any other right with regard thereto (the “ Company Licenses ”) and (ii) all items of Company Technology that any third party owns and that the Company, its Subsidiaries or their predecessors use or is authorized to use pursuant to license, sublicense or other agreement, permission or arrangement (together with the Company Licenses set forth in clause (i), the “ Intellectual Property Licenses ”). Each of the Intellectual Property Licenses is a legal, valid and binding obligation of the Company or its Subsidiaries and the relevant other parties thereto, enforceable in accordance with its terms; to the Company’s Knowledge, no party to such Intellectual Property License is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination thereunder; and no notice of default with respect to any such Intellectual Property License has been sent or received by the Company.

          (e) The execution and delivery of this Agreement and performance of the obligations of the Sellers and the Company hereunder and under the other Operative Documents will not result in a default under or require the consent of any other Person in respect of any Intellectual Property License, or otherwise result in a loss or diminution of any rights of the Company or its Subsidiaries in or to the Company Technology.

          (f) The Company, its Subsidiaries and their predecessors have taken all reasonable measures to protect the secrecy, confidentiality and value of the Company Technology, including, without limitation, requiring all key employees with access to the Company Technology to execute confidentiality agreements,

substantially in the form set forth on Schedule 4.10(f) , and, to the Company’s Knowledge, no such employee is in breach of or has within the past five (5) years violated any material term of any such confidentiality agreement.

          (g) The Company, its Subsidiaries and their predecessors have secured valid and binding written assignments substantially in the form set forth on Schedule 4.10(g) , from all employees, consultants, contractors and other Persons (if any) who have contributed to the creation or development of any Intellectual Property on behalf of the Company, its Subsidiaries or their predecessors, of all rights to such contributions that the Company, its Subsidiaries or their predecessors do not already own by operation of law.

          (h) No current or former employee, consultant or contractor of the Company, its Subsidiaries or their predecessors has any interest in any Company Technology, and no claim asserting such an interest has been made or, to the Company’s Knowledge, threatened by any such employee, consultant or contractor against the Company, its Subsidiaries or their predecessors.

     4.11 Litigation, Etc . Except as set forth on Schedule 4.11 , there are no Proceedings in respect of the Company or any of its Subsidiaries, (a) pending at any time during the five (5) years prior to the date of this Agreement or, to the Company’s Knowledge, currently threatened, whether at law or in equity, or before or by any Governmental Authority against the Company or any of its Subsidiaries, or otherwise involving any products, assets, liabilities, properties or actions of or sold by the Company or any of its Subsidiaries, or (b) pending or, to the Company’s Knowledge, currently threatened against any Seller, officer, director or employee of the Company or any of its Subsidiaries in connection with the officer’s, director’s or employee’s relationship with, or actions taken on behalf of the Company or its Subsidiaries. Except as set forth on Schedule 4.11 , there are no pending judgments, decrees, injunctions or Orders, or arbitration awards against or affecting the Company or any of its Subsidiaries.

     4.12 Employees; Labor Matters . Schedule 4.12 sets forth a true and complete list of each executive and manager of the Company and its Subsidiaries with the job title, location of service, date of commencement of service, 2007 base compensation and target bonus, and anticipated 2008 base compensation and target bonus for each such executive and manager. To the Company’s Knowledge, no such executive or manager has any present intention to terminate his or her employment with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened or, to the Company’s Knowledge, is anticipated with respect to any employee of the Company or any of its Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Company’s Knowledge, anticipated with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder. There have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of the Company or any of its Subsidiaries at any time during the past four years and, to the Company’s Knowledge, no facts exist that could reasonably be expected to give rise to such claims or actions. To the Company’s Knowledge, no employees of the Company or any of its Subsidiaries are in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others.

     4.13 Benefit Plans .

          (a) Schedule 4.13(a) sets forth a true and complete list of all Benefit Plans. No Benefit Plan is mandated by a government other than the United States or is subject to the laws of a jurisdiction outside of the United States.

          (b) The Company has delivered to Buyer: (i) copies of all material documents setting forth the terms of each Benefit Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500), if any, required under ERISA or the Code in connection with each Benefit Plan; (iii) the most recent actuarial reports (if applicable) for all Benefit Plans; (iv) the most recent summary plan description, if any, required under ERISA with respect to each Benefit Plan; (v) all material written contracts, instruments or agreements relating to each Benefit Plan, including administrative service agreements and group insurance contracts; (vi) the most recent Internal Revenue Service determination or opinion letter issued with respect to each Benefit Plan intended to be qualified under Section 401(a) of the Code; and (vii) all filings under the Internal Revenue Services’ Employee Plans Compliance Resolution System Program or any of its predecessors or the Department of Labor Delinquent Filer Program.

          (c) None of the Company, its Subsidiaries, any ERISA Affiliate or any of their respective predecessors has ever contributed to, contributes to, has ever been required to contribute to, or otherwise participated in or participates in or in any way, directly or indirectly, has any Liability with respect to any plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, including, without limitation, any “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any “single-employer plan” (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063, 4064 or 4069 of ERISA.

          (d) With respect to each of the Benefit Plans: (i) each Benefit Plan intended to qualify under Section 401(a) of the Code is qualified and has received a determination letter from the Internal Revenue Service upon which it may rely regarding its qualified status under the Code for all statutory and regulatory changes with respect to plan qualification requirements for which the Internal Revenue Se