STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this " Agreement ") is made as of July 30, 2008, by and among U.S. Education Corporation, a Delaware corporation (the " Company "), the Persons identified as "Stockholders" on the signature pages attached hereto (collectively, the " Stockholders " and each a " Stockholder "), the Persons identified as "Optionholders" on the signature pages attached hereto (collectively, the " Optionholders " and each a " Optionholder "), William Blair Capital Partners VII QP, L.P., a Delaware limited partnership, and ClearLight Partners, LLC, a Delaware limited liability company, together as Sellers' Representative (the " Sellers' Representative "), DeVry Inc., a Delaware corporation   (the " Buyer ") and USEC Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of the Buyer (the " Acquisition Sub ").  Unless otherwise provided, capitalized terms used herein are defined in Article 1 below.

WHEREAS, the Stockholders collectively own all of the issued and outstanding capital stock of the Company, which as of the date hereof consists of 1,435,844.84   shares of Common Stock, $0.001 par value (the " Common Stock "), 71,710.39282 shares of Class A Preferred Stock, par value $0.001 per share (the " Class A Preferred "), and 1,000 shares of Class B Preferred Stock, par value $0.001 per share (the " Class B Preferred ," and together with the Class A Preferred,  the " Preferred Stock ," and together with the Class B Preferred and Common Stock, the " Shares ").

WHEREAS, upon the terms and subject to the conditions set forth herein, the Acquisition Sub desires to acquire from the Stockholders (other than any Nonparticipating Stockholder), and such Stockholders desire to sell to the Acquisition Sub, all of the issued and outstanding Shares as of the Closing (other than any Remaining Common Stock).

WHEREAS, immediately following the purchase of the Shares by the Acquisition Sub, if there is any Remaining Common Stock, the Acquisition Sub pursuant to Section 253 of the Delaware Code will merge with and into the Company, with the Company surviving the merger and the Acquisition Sub ceasing to exist, all upon the terms and subject to the conditions set forth in the Terms of Merger attached hereto as Exhibit A (the " Terms of Merger ").

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.01                                Definitions

.   The following terms, as used herein, have the following meanings:

" Accrediting Body " means any non-governmental entity, including without limitation institutional and specialized accrediting agencies, which engages in the granting or withholding of accreditation of postsecondary educational institutions or programs in accordance with standards relating to the performance, operations, financial condition or academic standards of such institutions.

" Affiliate " means (except as otherwise specifically defined herein), as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person.  As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

" Aggregate Preferred Stock Purchase Price " means the sum of the Preferred Stock Per Share Prices for all shares of Preferred Stock issued and outstanding immediately prior to the Closing.

" Allocation Percentage " means, (A) with respect to each Stockholder, the product of (i) the Per Share Portion and (ii) the number of shares of Common Stock held by such Stockholder after giving effect to the Unvested Share Repurchase but before giving effect to the other transactions contemplated hereby and (B) with respect to each Optionholder, the product of (i) the Per Share Portion and (ii) the number of shares of Common Stock such Optionholder could have purchased if such holder had exercised his or her Vested Options in full immediately prior to the Closing.

" Antitrust Authorities " means the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (whether United States, foreign or multinational).

" Baseline Net Working Capital Amount " means $0.00.

" Cash " means cash, cash equivalents and marketable securities.

" Cash Amount " means the bank balance of all Cash held by the Company or any Subsidiary as of the close of business on the Closing Date, after giving effect to the Unvested Share Repurchase but before giving effect to the other transactions contemplated hereby.

" Closing Sale Bonus Amount " shall mean the aggregate amount of all cash bonuses due and payable to applicable employees on the Closing Date pursuant to the Sale Bonus Agreements.

" Code " means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, and any reference to any particular Code section shall be interpreted to include any revision of or successor to that section regardless of how numbered or classified.

" Company Intellectual Property " means the Company Scheduled Intellectual Property and all other Intellectual Property owned by the Company and its Subsidiaries.

                                " Company School " means each of the four postsecondary educational institutions owned and operated by the Company, which have been issued Office of Post-               

Secondary Education Identification Numbers 009748, 021006, 030425, and 022180 by the DOE, respectively, including the main campus and any additional locations for each.

" Compliance Date " means January 1, 2005.

" Compliance Review " means any program review, Office of Inspector General audit or investigation, guaranty agency review or other compliance-related review or audit of any Company School conducted by an Educational Agency.

" Delaware Code " means the General Corporation Law of the State of Delaware.

" DOE " means the United States Department of Education and any successor agency administering student financial assistance under Title IV.

" DOE Pre-Acquisition Review Notice " means a written notice from the DOE following the DOE's review of the applicable pre-acquisition review application that does not  identify any material impediment to issuing a temporary provisional program participation agreement to the applicable Company School following the Closing.  For purposes of the preceding sentence, conditions of the type customarily imposed by the DOE upon a buyer or an educational institution it acquires, including but not limited to restrictions upon new locations, restrictions upon program changes, and letter of credit requirements shall not constitute material impediments.

" Educational Agency " means any entity or organization, whether governmental, government chartered, tribal, private, or quasi-private, that engages in granting or withholding Educational Approvals for, administers financial assistance to or for students of, or otherwise regulates private post-secondary schools in accordance with standards relating to the performance, operation, financial condition, or academic standards of such schools, including any Accrediting Body, or any entity or organization whose approval is required for a school or educational program to be eligible to participate in the Title IV programs.

" Educational Approval " means any license, permit, consent, franchise, approval, authorization, certification, accreditation, or similar approval, issued or required to be issued by an Educational Agency to a Company School, but excluding any such approvals or permits issued with respect to the activities of recruiters or other individual employees or agents of a Company School.

" Educational Law " means any Laws, regulations or binding standards issued or administered by, or related to, any Educational Agency.

" Employee Benefit Plan " means each retirement, welfare, severance, incentive or bonus, deferred compensation, profit sharing, vacation or paid-time-off, stock purchase, stock option or equity incentive plan, program, policy, agreement or arrangement, and any other material employee benefit plan, program, policy, agreement or arrangement, other than statutorily-mandated plans or programs, that is maintained or contributed to by the Company or any Subsidiary or with respect to which the Company or any Subsidiary has or could reasonably be expected to have any liability.

" Escrow Agent " means Wells Fargo Bank, National Association, as escrow agent, or any successor escrow agent appointed.

" Escrow Amount " means $11,500,000.

" GAAP " means United States generally accepted accounting principles, consistently applied.

" Indebtedness " means, with respect to any Person at any date, without duplication, all obligations of such Person (a) under capitalized leases, (b) for borrowed money or in respect of loans or advances evidenced by bonds, monies, debentures, or similar instruments or secured by a Lien on a Person's assets, (c) for the deferred and purchase price of property or services (excluding current trade payables incurred in the ordinary course of business), (d) for unpaid management and transaction fees owed to any Seller or its Affiliates, (e) under employee benefit arrangements, employment agreements, deferred compensation or other similar arrangements which come due as a result of the transactions contemplated hereby, including any change of control, stay or transaction bonuses (but excluding, in each case, the Closing Sale Bonus Amount and any amounts owed to employees of the Company or its Subsidiaries pursuant to the Retention Agreements), provided that, for the avoidance of doubt, obligations that are contingent upon both the consummation of the transactions to occur at the Closing and the occurrence of another event or action at the direction of the Buyer or solely within the Buyer's control after the Closing ( e.g., continued employment or not being offered employment in the same or a substantially similar job), shall be excluded for purposes of this clause (e), (f) under any hedging, swap, or similar arrangement, (g) guaranties of any of the foregoing, and (h) all accrued interest, prepayment premiums or penalties and fees on the foregoing which would be payable if such obligations were paid in full as of such date.  For the avoidance of doubt, Indebtedness shall not include any (i) guarantees, letters of credit (e.g. the LaSalle LC), performance bonds, bid bonds or other sureties of any kind or nature issued by or on behalf of the Company or any of the Subsidiaries in the ordinary course of business in connection with any customer contracts, proposals or otherwise, (ii) intercompany payables or loans of any kind or nature or (iii) the Closing Sale Bonus Amount and any amounts owed to employees of the Company or its Subsidiaries pursuant to the Retention Agreements.

" Indebtedness Payoff Amount " means the amount required to repay all outstanding Indebtedness of the Company and any Subsidiary as of the Closing Date, before giving effect to the transactions contemplated hereby. The foregoing shall be determined on a consolidated basis for the Company and its Subsidiaries and in accordance with GAAP (except as otherwise provided in the definition of Indebtedness), consistent with the preparation of the Audited Financial Statements, and shall exclude the effects of the consummation of the transactions contemplated by this Agreement and the financing thereof.

" Indemnity Allocation Percentage " means, (A) with respect to each Stockholder (other than any Nonparticipating Stockholder), the product of (i) the Signatory Per Share Portion and (ii) the number of shares of Common Stock held by such Stockholder after giving effect to the Unvested Share Repurchase but before giving effect to the other transactions contemplated hereby and (B) with respect to each Optionholder, the product of (i) the Signatory Per Share

Portion and (ii) the number of shares of Common Stock such Optionholder could have purchased if such holder had exercised his or her Vested Options in full immediately prior to the Closing.

" Intellectual Property " means all of the following in any jurisdiction throughout the world: (i) patents, patent applications and patent disclosures; (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations and applications for registrations of the foregoing; (v) trade secrets, confidential information, know-how and inventions; and (vi) other intellectual property.

" Knowledge " when used in the phrase "to the Knowledge of the Company" or similar phrases means, and shall be limited to, the actual knowledge, after due inquiry, of the following individuals: Jeff Akens, Thomas Bloom, William C. Clohan, Alison Gregg, George Harbison, David McMurtry, George Montgomery, Spring Zutes, Barbara Bickett, Charles Wilson, Beth Rogers, and Susanna Shamim.

" LaSalle LC " means that certain Irrevocable Standby Letter of Credit Number S570155 issued by LaSalle Bank N.A. for the benefit of the U.S. Department of Education dated June 30, 2004 as amended on November 26, 2004.

" LIBOR " means the London Interbank Offer Rate published in The Wall Street Journal on the date the applicable interest calculation period begins (or if not published on that date, on the next date published) that most closely matches the period between the date the applicable interest calculation period begins to the date the applicable interest calculation period ends (e.g. if the interest rate period is three months long, the three-month LIBOR rate shall be chosen, etc.) and if such period is greater than one year, one-year LIBOR shall be used.

" Material Adverse Effect " means any event, change, circumstance or effect that individually or in the aggregate has had or would reasonably be expected to have a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, except for any such effects resulting from (a) the transactions contemplated by this Agreement or the announcement thereof, (b) changes in general economic or political conditions or the securities markets in general, (c) changes, after the date of this Agreement, in conditions generally applicable to businesses in the same industries of the Company and its Subsidiaries including (i) changes in Laws generally applicable to such businesses or industry and (ii) changes in applicable Law or in GAAP or its application, or (d) national or international hostilities, acts of terror, or acts of war, provided that in the case of the foregoing clauses (a) - (d), except to the extent such event, change, circumstance or effect disproportionately impacts the Company and its Subsidiaries taken as a whole relative to other companies in the industries in which any the Company and its Subsidiaries operate.   Furthermore, the Buyer acknowledges and agrees that conditions imposed by the DOE upon the Buyer or any Company School under Buyer's new ownership, including but not limited to restrictions upon new locations, restrictions upon program changes, and letter of credit requirements shall not constitute a Material Adverse Effect.

" Net Working Capital " means the excess of (a) the sum of the Company's current assets on a consolidated basis (including all accounts receivable and, without double counting, which shall include all outstanding student loans in favor of the Company or its Subsidiaries) excluding (i) Cash and (ii) deferred tax assets, over (b) the sum of the Company's current liabilities (including prepaid tuition but excluding deferred tax liabilities, the Closing Sale Bonus Amount and Indebtedness).  The foregoing shall be determined on a consolidated basis for the Company and its Subsidiaries and in accordance with GAAP (except as otherwise provided in the immediately preceding sentence), consistent with the preparation of the Audited Financial Statements, and shall exclude the effects of the consummation of the transactions contemplated by this Agreement and the financing thereof.

" Net Working Capital Amount " means the Net Working Capital of the Company as of the close of business on the Closing Date, before giving effect to the transactions contemplated hereby.

" Nonparticipating Stockholder " shall mean any Stockholder who does not execute a valid and unconditional signature page hereto and therefore fails to become party to this Agreement.

" Options " means all options to acquire shares of Common Stock.

" Per Share Portion " means a fraction, the numerator of which is one, and the denominator of which is the sum of (i) the number of shares of Common Stock issued and outstanding immediately prior to the Closing, but after giving effect to the Unvested Share Repurchase, plus (ii) the number of shares of Common Stock issuable upon exercise of all Vested Options.

" Permitted Liens " means any (i) Liens in respect of Taxes the validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP or Liens in respect of Taxes not yet due and payable; (ii) mechanics', carriers', workmen's, repairmen's, statutorily imposed or other like Liens arising or incurred in the ordinary course of business; (iii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties that are contracts entered into in connection with the Company or the Subsidiaries; (iv) limitations on the rights of the Company under any Contract or Real Property Lease that are expressly set forth in such contract or lease; (v) survey exceptions, imperfections of title, Liens or other title matters affecting any tangible asset owned by the Company or the Subsidiaries that would not, individually or in the aggregate have a Material Adverse Effect; and (vi) with respect to the Owned Real Property and Leased Real Property, zoning, building codes and other land use Laws regulating the use or occupancy of such Owned Real Property and Leased Real Property or the activities conducted thereon that are imposed by any governmental authority having jurisdiction over such Owned Real Property or Leased Real Property that are not violated by the operation of the business of the Company and its Subsidiaries.

" Person " means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

" Preferred Stock Per Share Price " means, with respect to a share of Preferred Stock, the Liquidation Value (as defined in the Company's Certificate of Incorporation, as amended) of such share plus all dividends on such share that are accrued and unpaid as of immediately prior to the Closing in accordance with the Company's Certificate of Incorporation, as amended.

" Reference Balance Sheet " means the audited consolidated balance sheet of the Company as of June 30, 2007 contained in the Audited Financial Statements.

" Remaining Common Stock " shall mean the Common Stock held by any Nonparticipating Stockholder.

" Retention Agreements " means, collectively, each of the agreements listed on Schedule 1.01(a) attached hereto under the header "Retention Agreements".

" Sale Bonus Agreements " means, collectively, each of the agreements listed on Schedule 1.01(a) attached hereto under the header "Sale Bonus Agreements".

" Sellers " means, collectively, the Stockholders and the Optionholders.

" Sellers' Representative Amount " means that amount determined by the Sellers' Representative to be sufficient to satisfy any potential fees, expenses or liabilities of the Sellers' Representative or the Sellers, which amount shall be paid by the Buyer to the Sellers' Representative in accordance with Section 2.03(b)(v).

" Signatory Per Share Portion " means a fraction, the numerator of which is one, and the denominator of which is the sum of (i) the number of shares of Common Stock issued and outstanding immediately prior to the Closing (other than any shares of Common Stock held by Nonparticipating Stockholders), but after giving effect to the Unvested Share Repurchase, plus (ii) the number of shares of Common Stock issuable upon exercise of all Vested Options.

" State Financial Assistance Program " means solely those student financial assistance programs in which a student attending a Company School participates and that are administered by one of the following agencies: the Arizona Board for Private and Postsecondary Education, California Student Aid Commission, the Oregon Student Assistance Commission, and the Washington Higher Education Coordinating Board.

" Subsidiary " means any entity, the securities or other ownership interests of which having ordinary voting power to elect a majority of the board of directors, or other persons performing similar functions, are directly or indirectly owned by the Company.

" Substantial Control " means the ability or power to direct or cause the direction of the management or policies of an institution of higher education, by contract, ownership interest or otherwise, or has the meaning ascribed to it in 34 C.F.R. § 668.174(c)(3).

" Tax " means any federal, state, local or foreign income, gross receipts, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, ad

valorem/personal property, stamp, excise, occupation, sales, use, transfer, customs duties, capital gain, severance, windfall profits, license, payroll, value added, alternative minimum, estimated or other tax, assessment, duty, fee, levy or other governmental charge (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), including any interest, penalty or addition thereto.

" Tax Returns " means any return, report, claim for refund, declaration of estimated Tax, information return or other document (including elections, waivers, extensions, declarations, disclosures, estimates, schedules or any related or supporting information) filed or required to be filed with any Governmental Authority or other authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

" Title IV " means Chapter 28, Subchapter IV of the Higher Education Act of 1965, as amended, 20 U.S.C. §1001, et seq., and its implementing regulations, and any amendments or successor statutes or regulations thereto.

" Title IV Program " means any program of student financial assistance administered pursuant to Title IV.

" Unvested Shares " means, with respect to the Stockholders listed on Schedule 1.01(b) hereto, all shares of Common Stock which would, but for the provisions of Section 2.02(a) below , constitute "Unvested Shares" (as defined in the agreements listed on Schedule 1.01(b) hereto) as of immediately following the consummation of the transactions contemplated hereby.

" Vested Options " means all Options which are vested and exercisable (or will become vested and exercisable as a result of, or in connection with, the transactions contemplated hereby) as of the Closing.

Section 1.02     Cross-References to Other Defined Terms.      Each term listed below is defined in the Section of this Agreement listed opposite such term

 :

Section 2.01     Estimated Common Purchase Price.   On or before the third (3 ^rd ) business day preceding the Closing Date, the Company shall in good faith estimate, on a reasonable basis using the Company's then available financial information, the Cash Amount (such estimate is referred to as the " Estimated Cash Amount "), the Indebtedness Payoff Amount (such estimate is referred to as the " Estimated Indebtedness Amount ") and the Net Working Capital Amount (such estimate is referred to as the " Estimated Net Working Capital Amount ").  The " Estimated Common Purchase Price " means an amount equal to (A) $290,000,000 (the " Transaction Value "), (B)  plus the Estimated Cash Amount, (C)  less the Estimated Indebtedness Payoff Amount, (D) plus the excess of the Estimated Net Working Capital Amount over the Baseline Net Working Capital Amount or minus the excess of the Baseline Net Working Capital Amount over the Estimated Net Working Capital Amount, (E)  less the Aggregate Preferred Stock Purchase Price, (F)  less the Sellers' Representative Amount, (G) plus the aggregate exercise price of all Vested Options (the " Aggregate Option Exercise Price "), (H) less the Closing Sale Bonus Amount, and (I) less the Escrow Amount.

                                Section 2.02     Purchase and Sale of Common Stock and Preferred Stock; Cash-Out of Options.

                                (a)            Pre-Closing Repurchase of Unvested Shares . As of the Closing, immediately before the consummation of the other transactions contemplated hereby, but following the written approval of each Sellers' Representative, each Stockholder holding any Unvested Shares shall sell, assign, transfer and convey to the Company, and the Company shall purchase and

acquire from each such Stockholder, all of the Unvested Shares held by such Stockholder (the " Unvested Share Repurchase ").  The purchase price to be paid by the Company to each such Stockholder for the Unvested Shares held by such Stockholder shall consist of a payment at the Closing, by wire transfer of immediately available funds to the account designated by such Stockholder, of an amount of cash equal to $1.00 multiplied by the number of Unvested Shares held by such Stockholder.

(b)            Purchase and Sale of Common Stock .  As of the Closing, immediately after the consummation of the Unvested Share Repurchase, upon the terms and subject to the conditions set forth in this Agreement, each Stockholder (other than any Nonparticipating Stockholder) shall sell, assign, transfer and convey to the Acquisition Sub, and the Acquisition Sub shall purchase and acquire from each such Stockholder, all of the shares of Common Stock held by such Stockholder.  Subject to Section 2.04(b) , the purchase price to be paid by the Acquisition Sub to each Stockholder (other than any Nonparticipating Stockholder) for the Common Stock held by such Stockholder shall consist of a payment at the Closing, by wire transfer of immediately available funds to the account designated by such Stockholder, of an amount of cash equal to the excess of the Estimated Common Purchase Price, multiplied by such Stockholder's Allocation Percentage.  In addition, each Stockholder shall be entitled to receive (i) from the Sellers' Representative, payment of an amount in cash equal to the portion of the Sellers' Representative Amount, if any, ultimately determined by the Sellers' Representative, in its sole discretion, as no longer needed to satisfy certain obligations of the Sellers' Representative and/or the Stockholders, multiplied by such Stockholder's Allocation Percentage and (ii) the aggregate distributions, if any, to the Stockholders pursuant to the Escrow Agreement multiplied by such Stockholder's Allocation Percentage.

(c)            Purchase and Sale of Preferred  Stock .  As of the Closing, upon the terms and subject to the conditions set forth in this Agreement, each Stockholder shall sell, assign, transfer and convey to the Acquisition Sub, and the Acquisition Sub shall purchase and acquire from each Stockholder, all of the shares of Preferred Stock held by such Stockholder.  The purchase price to be paid by the Acquisition Sub to each Stockholder for the Preferred Stock held by such Stockholder shall consist of a payment at the Closing, by wire transfer of immediately available funds to the account designated by such Stockholder, of an amount of cash equal to the sum of the Preferred Stock Per Share Price for all shares of Preferred Stock held by such Stockholder.

(d)            Cash Out of the Options .  The Optionholders hereby agree that, as of the Closing, each outstanding Option shall expire, be forfeited and shall be cancelled automatically (other than Vested Options), without any further action on the part of the Company or the Optionholders and without payment of any consideration.  Immediately prior to the Closing, the Company shall cause the U.S. Education Corporation 2004 Stock Option Plan and the U.S. Education Corporation 2006 Stock Option Plan and any other stock option or similar equity plan (each a  " Company Option Plan " and together, the " Company Option Plans " ) to be terminated.  In addition, the Optionholders hereby agree that, as of the Closing, each Vested Option shall be cancelled automatically without any further action on the part of the Company or the Optionholders in return for the consideration set forth herein.  Upon the terms and subject to the conditions set forth in this Agreement, the Buyer and the Acquisition Sub shall cause the Company to pay to each Optionholder, for each of the Optionholder's Vested Options cancelled pursuant to this Section 2.02 (d) (by providing funds to the Company or otherwise), in

 cancellation of such Optionholder's Vested Options, an amount in cash equal to the excess of (i) the Estimated Common Purchase Price, multiplied by such Optionholder's Allocation Percentage, over (ii) the applicable exercise price per share of such Vested Option, multiplied by the number of shares of Common Stock such holder could have purchased if such holder had exercised such Vested Option in full immediately prior to such time, minus all applicable withholding taxes (which taxes will include taxes on such holder's Allocation Percentage of the Seller's Representative Amount).  In addition, the Buyer and the Acquisition Sub shall cause the Company to make all applicable withholdings (by providing funds to the Company's payroll agent or otherwise) and to issue all applicable IRS form W-2s to each Optionholder.  Furthermore, each Optionholder shall be entitled to receive from the Sellers' Representative payment of an amount in cash equal to the portion of the Sellers' Representative Amount, if any, ultimately determined by the Sellers' Representative, in its sole discretion, as no longer needed to satisfy certain obligations of the Sellers' Representative and/or the Optionholders, multiplied by such Optionholder's Allocation Percentage, net of all applicable withholding.

(e)            Withholding .  The Buyer or the Acquisition Sub, as the case may be, shall be entitled to deduct and withhold from any and all payments made under the Agreement such amounts as may be required to be deducted and withheld under applicable Laws.  To the extent such amounts are withheld and paid to the appropriate Governmental Authority in accordance with applicable Laws, such withheld amount shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would have otherwise been paid.

Section 2.03     The Closing.

(a)           The closing of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of Kirkland & Ellis LLP (" K&E ") in Chicago, Illinois, at 10:00 a.m. on the third (3 ^rd ) business day following full satisfaction or due waiver of all of the closing conditions set forth in Article 9 hereof (other than those to be satisfied at the Closing) or on such other date as is mutually agreeable to the Buyer and the Sellers' Representative.  The date of the Closing is referred to herein as the " Closing Date ."

(b)           Upon the terms and subject to the conditions set forth in this Agreement, the parties hereto shall consummate the following transactions as of the Closing:

(i)           each Stockholder (other than any Nonparticipating Stockholder) shall deliver to the Acquisition Sub all of the stock certificates representing Common Stock held by such Stockholder duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;

(ii)           each Stockholder shall deliver to the Acquisition Sub all of the stock certificates representing Preferred Stock held by such Stockholder duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer;

(iii)           the Acquisition Sub shall deliver to each Stockholder (other than any Nonparticipating Stockholder), by wire transfer of immediately available funds to the account designated by such Stockholder, cash in an amount equal to the excess of the

 Estimated Common Purchase Price, multiplied by such Stockholder's Allocation Percentage;

(iv)           the Acquisition Sub shall deliver to each Stockholder, by wire transfer of immediately available funds to the account designated by such Stockholder, cash in an amount equal to the sum of the Preferred Stock Per Share Price for all shares of Preferred Stock held by such Stockholder;

(v)           the Acquisition Sub shall deliver to the Sellers' Representative, by wire transfer of immediately available funds to the account designated by the Sellers' Representative, cash in an amount equal to the Sellers' Representative Amount;

(vi)           the Acquisition Sub shall deposit, for the benefit of the Stockholders and the Optionholders, the Escrow Amount, which will be available to satisfy any amounts owed to the Buyer pursuant to Section 2.04 and Section 11.02(a) , in an escrow account (the " Escrow Account ") established pursuant to the terms and conditions of an escrow agreement (the " Escrow Agreement "), by and among the Escrow Agent, the Buyer, the Acquisition Sub and the Sellers' Representatives substantially in the form of Exhibit B hereto.

(vii)           the Acquisition Sub or the Buyer shall pay on behalf of itself or the Company and the Subsidiaries, or cause the Company to repay, all Indebtedness of the Company and the Subsidiaries set forth on Schedule 2.03(b)(vii) in accordance with the terms thereof;

(viii)                      the Company shall cause the Company Option Plans to be terminated and the Buyer or the Acquisition Sub shall cause the Company to pay to each Optionholder an amount equal to the net of (A) the Estimated Company Purchase Price, multiplied by such Optionholder's Allocation Percentage, over (B) the applicable exercise price per share of such holder's Vested Option, multiplied by the number of shares of Common Stock such holder could have purchased if such holder had exercised such Vested Option in full immediately prior to such time, such amount net of all applicable withholding taxes (including withholding taxes on the portion of the amount deposited in the Escrow Account that relates to such Optionholder's Allocation Percentage);

(ix)           the Acquisition Sub shall pay to the Company and the Company shall promptly pay to each applicable employee the portion of the Closing Sale Bonus Amount due and payable to such employee on the Closing Date pursuant to the Sale Bonus Agreements (net of all applicable withholding taxes) as set forth on Schedule 1.01(a) and the Company shall cause the Sale Bonus Agreements to be terminated;

(x)           the Company shall deliver to the Buyer copies of the charter and bylaws of the Company and each Subsidiary, certified by an officer of the Company or such Subsidiary;

 execution, delivery and performance of this Agreement and the other agreements contemplated hereby;

(xii)           the Company shall deliver to the Buyer certificates of good standing with respect to the Company and each Subsidiary issued by such entity's jurisdiction of organization;

(xiii)                      the Company shall deliver to the Buyer copies of signed resignations (to be effective upon the Closing) from each director of the Company and the Subsidiaries;

(xiv)                      the Company shall deliver to the Buyer an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date, and in the form and containing the substance required under Treasury Regulation Section 1.897-2(h); and

(xv)           the Buyer, the Acquisition Sub, the Company and the Sellers shall make such other deliveries as are required by and in accordance with Article 9 hereof.

(c)            Merger .  Immediately following the purchase and sale of Shares contemplated by Section 2.02 above, if there is any Remaining Common Stock, then on the same day as the Closing occurs the Acquisition Sub will adopt the resolutions set forth in the Terms of Merger and will merge with and into the Company (the " Merger ") pursuant to Section 253 of the Delaware Code with the Company surviving the Merger and the Acquisition Sub ceasing to exist, all upon the terms and subject to the conditions set forth in the Terms of Merger

Section 2.04       Post-Closing Adjustment.

(a)            Post-Closing Determination .  Within 90 days after the Closing Date, the Buyer shall prepare, and deliver to the Sellers' Representative, (i) the Buyer's determinations of the Cash Amount, the Indebtedness Payoff Amount and the Net Working Capital Amount, and (ii) the Buyer's calculation of the Actual Common Purchase Price (collectively, the " Draft Computation ").  The Draft Computation shall be prepared and the Cash Amount, the Indebtedness Payoff Amount, and the Net Working Capital Amount shall be determined on aconsolidated basis using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the audited consolidated balance sheet of the Company and its Subsidiaries as of the fiscal year ended June 30, 2007 (the " 2007 Balance Sheet ") or, to the extent applicable, in accordance with any changes to such accounting methods, policies, principles, practices and procedures which are documented in the Company's books and records prior to the Closing, and shall not include any changes in assets or liabilities as a result of purchase or other changes arising from or resulting as a consequence of the transactions contemplated hereby.  The parties agree that the purpose of preparing the Draft Computation and determining the Cash Amount, the Indebtedness Payoff Amount, and the Net Working Capital Amount and the related purchase

 price adjustment contemplated by this Section 2.04 is to measure the amount of Cash and Indebtedness and changes in Net Working Capital, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Draft Computation or determining Cash, Indebtedness or Net Working Capital.  The Buyer and its auditors will make available to the Sellers' Representative and its auditors all records and work papers used in preparing the Draft Computation, and its employees and advisors, provided that such access shall be upon reasonable notice and at reasonable times so as not to interfere unduly with the business of the Buyer, the Company, and their Subsidiaries.  If the Sellers' Representative disagrees with any aspect of the Draft Computation, the Sellers' Representative may, within 60 days after receipt of the Draft Computation, deliver a notice (an " Objection Notice ") to the Buyer setting forth the Sellers' Representative's determination of the Cash Amount, the Indebtedness Payoff Amount and/or the Net Working Capital Amount and the Sellers' Representative's calculation of the Actual Common Purchase Price, and identifying the specific items and amounts of disagreement.  The Sellers' Representative and its auditors will upon request make available to the Buyer and its auditors reasonable access to all records and work papers used in preparing the Objection Notice, and to its employees and advisors, provided that such access shall be upon reasonable notice and at reasonable times so as not to interfere unduly with the business of the Sellers' Representative.  If the Sellers' Representative does not deliver an Objection Notice to the Buyer within 60 days after receipt of the Draft Computation, then the parties hereto will be deemed to have agreed to the Draft Computation and the components of such Draft Computation shall be deemed to be finally determined as set forth therein.  The Buyer and the Sellers' Representative shall use reasonable efforts to resolve any disagreements as to the Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 60 days after the Buyer has received the Objection Notice, the Buyer and the Sellers' Representative shall jointly retain Grant Thornton LLP (the " Firm ") to resolve any remaining disagreements.  The Buyer and the Sellers' Representative shall direct the Firm to render a determination within 30 days after its retention and the Buyer, the Sellers' Representative and their respective agents shall cooperate with the Firm during its engagement.  The Firm may consider only those items and amounts in the Draft Computation or Objection Notice which the Buyer and the Sellers' Representative are unable to resolve.  In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party.  The Firm's determination shall be based solely on written submissions by the Buyer and the Sellers' Representative (i.e., not on independent review) and on the definitions included herein.  The determination of the Firm shall be conclusive and binding upon the Buyer, the Sellers' Representative and the Sellers.  Until the Firm makes its determination, the costs and expenses of the Firm shall be borne equally by the Buyer, on the one hand, and the Sellers' Representative (on behalf of the Sellers in accordance with their respective Indemnity Allocation Percentages), on the other hand; provided that, when the Firm makes its determination, any costs and expenses (including costs and expenses previously advanced) of the Firm that are allocable to the party whose determination of the Actual Common Purchase Price was closest to the Firm's determination of the same shall be paid by the other party.

The " Actual Common Purchase Price " means an amount equal to (A) the Transaction Value, (B)  plus the Cash Amount, (C)  less the Indebtedness Payoff Amount, (D)  plus the excess of the Net Working Capital Amount over the Baseline Net Working Capital Amount or minus

.

 the excess of the Baseline Net Working Capital Amount over the Net Working Capital Amount, (E)  less the Aggregate Preferred Stock Purchase Price, (F)  less the Sellers' Representative Amount, (G) plus the Aggregate Option Exercise Price, (H) less the Closing Sale Bonus Amount, and (I) less the Escrow Amount, in each case as finally determined  pursuant to this Section 2.04 .

(b)            Post-Closing Adjustment .

(i)            Payment by the Buyer and the Company .  If the Actual Common Purchase Price is greater than the Estimated Common Purchase Price, within five (5) business days after the final determination of the Actual Common Purchase Price (i) the Buyer shall pay to the Sellers' Representative (on behalf of each Stockholder in accordance with their respective Allocation Percentages), by wire transfer or delivery of other immediately available funds, an amount equal to the product of (I) such difference plus simple interest thereon from the Closing Date to the date of payment at an interest rate equal to LIBOR (the " Adjusted Excess Amount ") multiplied by (II) the sum of all Stockholders' Allocation Percentages; (ii) the Buyer shall cause the Company to pay to each Optionholder, by wire transfer or delivery of other immediately available funds, an amount equal to the product of (I) the Adjusted Excess Amount multiplied by (II) such Optionholder's Allocation Percentage, net of all applicable withholding taxes; and (iii) the Sellers' Representative and the Buyer shall jointly instruct the Escrow Agent to release to the Sellers (based on their Stockholder's Allocation Percentage and Optionholder's Allocation Percentage ) $1,500,000 from the Escrow Account.

(ii)            Payment on behalf of the Sellers .

(A)            If the Actual Common Purchase Price is less than the Estimated Common Purchase Price by an amount equal to or less than the Escrow Amount, then within five (5) business days after the final determination thereof, the Sellers' Representative and the Buyer shall jointly instruct the Escrow Agent (i) to distribute to the Buyer an amount equal to such difference plus simple interest thereon from the Closing Date to the date of payment at an interest rate equal to LIBOR and (ii) to distribute to the Sellers (based on their Stockholder's Allocation Percentage and Optionholder's Allocation Percentage) the amount, if any, by which $1,500,000 exceeds the amount distributed to the Buyer pursuant to the foregoing clause (i).  If the amount distributed by the Escrow Agent to the Buyer pursuant to clause (i) of the immediately preceding sentence is greater than $1,500,000, then the Sellers (other than any Nonparticipating Stockholder), pro rata on a several basis based on their relative Indemnity Allocation Percentages, shall simultaneously deposit into the Escrow Account an amount equal to such difference.

 interest thereon from the Closing Date to the date of payment at an interest rate equal to LIBOR and (ii) the Sellers (other than any Nonparticipating Stockholder), pro rata on a several basis based on their relative Indemnity Allocation Percentages, shall pay to the Buyer an amount equal to any remaining difference plus simple interest thereon from the Closing Date to the date of payment at an interest rate equal to LIBOR.

(iii)            Dispute .  If, pursuant to this Section 2.04 , there is a dispute as to the final determination of the Actual Common Purchase Price, the Buyer shall promptly pay to the Sellers' Representative (on behalf of the Stockholders) and cause the Company to pay to the Optionholders, on the one hand, and the Sellers (pro rata in accordance with their respective Allocation Percentages) shall pay to the Buyer, on the other hand, as appropriate, such amounts as are not in dispute, together with interest thereon from the Closing Date to the date of payment at an interest rate equal to LIBOR, pending final determination of such dispute pursuant to this Section 2.04 .

Section 2.05                                Sellers' Representative.

(a)            Appointment .  Each Seller (other than any Nonparticipating Stockholder) hereby irrevocably constitutes and appoints William Blair Capital Partners VII QP, L.P. (" WBCP QP "), and ClearLight Partners, LLC (" ClearLight "), acting together and not individually, as Sellers' Representative, as his, her or its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents which, as approved by each of WBCP QP, and ClearLight together, may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement or the Escrow Agreement, including but not limited to: (i) execution of the documents and certificates pursuant to this Agreement; (ii) receipt of payments under or pursuant to this Agreement or the Escrow Agreement and disbursement thereof to the Sellers and others, as contemplated by this Agreement or the Escrow Agreement; (iii) receipt and forwarding of notices and communications pursuant to this Agreement or the Escrow Agreement; (iv) administration of the provisions of this Agreement; (v) giving or agreeing to, on behalf of all or any of the Sellers, any and all consents, waivers, amendments or modifications deemed by the Sellers' Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement or the Escrow Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending this Agreement or any of the instruments to be delivered to the Buyer pursuant to this Agreement; (vii) taking actions the Sellers' Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) (A) dispute or refrain from disputing, on behalf of each Seller relative to any amounts to be received by such Seller under this Agreement or any agreements contemplated hereby, any claim made by the Buyer under this Agreement or other agreements contemplated hereby, (B) negotiate and compromise, on behalf of each such Seller, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) execute, on behalf of each such Seller, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of the Sellers in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto; provided that any amendment,

 modification, consent, waiver or other action taken with respect to this Agreement by the Sellers' Representative on behalf of all Sellers pursuant to the authority granted under this Section 2.05 (a) shall treat all of the Sellers (other than any Nonparticipating Stockholder) the same unless the Sellers' Representative has obtained the written consent of a majority in interest of the group of Sellers that is disadvantaged as compared to the other Sellers by such amendment.  For the avoidance of doubt, no action or approval by the Sellers' Representative pursuant to this Agreement shall be effective or may be relied upon by Buyer unless such action or approval is agreed upon and taken by each of WBCP QP and ClearLight, acting together and not individually.

(b)            Authorization .  Notwithstanding Section 2.05(a) , in the event that the Sellers' Representative, with the advice of counsel, is of the opinion that it requires further authorization or advice from the Sellers on any matters concerning this Agreement, the Sellers' Representative shall be entitled to seek such further authorization from the Sellers prior to acting on their behalf.  In such event, each Seller shall have a number of votes equal to such Seller's Allocation Percentage and the authorization of a majority of such number of votes shall be binding on all of the Sellers and shall constitute the authorization of the Sellers.

(c)            Reliance .  The Buyer shall be fully protected in dealing with the Sellers' Representative under this Agreement and may rely upon the authority of the Sellers' Representative to act as the agent of the Sellers (other than any Nonparticipating Stockholder), and the Buyer shall have no liability whatsoever to the Sellers for any action or omission of the Buyer, taken in reliance on the authority of the Sellers' Representative.  Without limiting the generality of the foregoing, any payment by the Buyer to the Sellers' Representative to the extent authorized under this Agreement shall be considered a payment by the Buyer to the Sellers, and any consent, waiver and amendment, modification or other action of the Sellers' Representative under this Agreement shall be considered the consent, waiver, amendment, modification or other action of all the Sellers, as applicable.  The appointment of the Sellers' Representative is coupled with an interest and shall be irrevocable by any Seller in any manner or for any reason.  This power of attorney shall not be affected by the death, illness, dissolution, disability, incapacity or other inability to act of the principal pursuant to any applicable law.

(d)            Acts of the Sellers' Representative .  The Sellers' Representative may resign from its capacity as Sellers' Representative at any time by written notice delivered to the Buyer.  If there is a vacancy at any time in the position of Sellers' Representative for any reason, such vacancy shall be promptly filled by a Seller vote in the manner contemplated by Section 2.05(b) .

(e)            No Liability .  The Sellers' Representative shall not be liable to the Buyer or the Sellers in its capacity as the Sellers' Representative for any liability of a Seller or for any error of judgment, or any act done or step taken or omitted by it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection with this Agreement except in the case of fraud or willful misconduct by it.  The Sellers' Representative may seek the advice of reputable legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability in its capacity as Sellers' Representative to the Buyer or the Sellers and shall be fully protected with respect to any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel.

(f)            Expenses .  Any expenses or liabilities incurred by the Sellers' Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Sellers' Representative but shall be payable by the Sellers based on each Seller's Indemnity Allocation Percentage.  The Sellers' Representative may from time to time submit invoices to the Sellers covering such expenses and/or liabilities and, upon the request of any Seller, shall provide such Seller with an accounting of all expenses paid.  In addition to any other rights or remedies, the Sellers' Representative may offset any amounts owed by the Sellers to it against funds to be paid to the Sellers hereunder.

(g)            Indemnification of the Sellers' Representative .  The Sellers shall indemnify and hold harmless, pro-rata based on each Seller's Indemnity Allocation Percentage, the Sellers' Representative from any and all losses, liabilities and expenses (including the reasonable fees and expenses of counsel) arising out of or in connection with the Sellers' Representative's execution and performance (solely in its capacity as the Sellers' Representative and not in its capacity as a Stockholder) of this Agreement, except for fraud, gross negligence or willful misconduct by the Sellers' Representative.

(h)            Withholding Rights .  The Buyer, the Acquisition Sub, the Company, any Subsidiary and the Sellers' Representative shall be entitled to deduct and withhold (without duplication) from any and all payments made under this Agreement to a Seller that is or was an employee or other service provider of the Company or its Subsidiaries such amounts as may be required to be deducted and withheld under applicable Laws. To the extent such amounts are withheld and paid to the appropriate taxing authority in accordance with applicable laws, such withheld amount shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would have otherwise been paid.

The Company represents and warrants to the Buyer and the Acquisition Sub, as of the date hereof and as of the Closing that each statement contained in this Article 3 is correct and complete, except as set forth in the Schedules (as updated or supplemented pursuant to Section 6.04 ) accompanying this Agreement (each a " Schedule " and, collectively, the " Schedules ").  Capitalized terms used in the Schedules and not otherwise defined therein shall have the meanings ascribed to such terms in this Agreement.

Section 3.01     Organization and Qualification.  Except as set forth on Schedule 3.01 , each of the Company and the Subsidiaries is a corporation, limited liability company or other entity duly organized, validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization.  Each of the Company and the Subsidiaries has full corporate, limited liability company or other entity power and authority to own or lease its respective properties and to conduct its respective businesses in the manner and in the places where such properties are owned or leased and where such businesses are currently conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to materially harm the business of the Company or its Subsidiaries or result in a Material Adverse Effect.  The copies of the Company's and each Subsidiary's articles of incorporation and by-laws or other equivalent governing documents, each

 as amended to date and each heretofore made available to the Buyer and/or its agents, are complete and correct, and no amendments thereto are pending.  Except as set forth on Schedule 3.01 , the copies of the Company's and each Subsidiary's minute books containing the records of meetings of the shareholders, board of directors, the stock certificate books, the stock record books and similar organizational records of the Company and each Subsidiary, in the form made available to the Buyer and/or its agents, and are complete and correct in all material respects.  The Company and each Subsidiary are duly licensed and qualified to do business and in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification to do business necessary, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to materially harm the business of the Company or its Subsidiaries or result in a Material Adverse Effect.

Section 3.02                                 Subsidiaries; Securities Owned

.   The Company has no direct or indirect Subsidiaries other than those listed on Schedule 3.02 hereto.   Schedule 3.02 correctly sets forth the name of each Subsidiary, the jurisdiction of its incorporation or formation, and the classification or type as designated by such Subsidiary's jurisdiction of incorporation or formation.  Except as set forth on Schedule 3.02 hereto, neither the Company nor any Subsidiary owns, or holds the right to acquire, any securities, partnership interest, joint venture interest or other security or interest in any other Person or Governmental Authority (other than Cash and securities of other Subsidiaries of the Company).

Section 3.03                                Capitalization.

(a)           The total authorized capital stock of the Company consists of 120,000 shares of Class A Preferred, 71,710.39282 of which are issued and outstanding as of the date hereof, 1,000 shares of Class B Preferred, 1,000 of which are issued and outstanding as of the date hereof, and 2,100,000 shares of Common Stock, 1,435,844.84 of which are issued and outstanding as of the date hereof.  All of the issued and outstanding shares of Preferred Stock and Common Stock are duly and validly issued and outstanding, and are fully paid and non-assessable.  On the date hereof, all of the issued and outstanding shares of Preferred Stock and Common Stock are held of record by the Stockholders as set forth on Schedule 3.03 hereto, free and clear of all pledges, liens, encumbrances or other claims or charges, except pledges, liens, encumbrances or other claims or charges that will be released at the Closing.  Except as set forth on Schedule 3.03 , there are no authorized or outstanding subscriptions, options, warrants, commitments, preemptive rights, subscription rights, exchange rights, agreements, arrangements, commitments or obligations (contingent or otherwise) of any kind for or relating to the repurchase, acquisition, issuance, sale, registration or voting of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company.  On the date hereof, all of the issued and outstanding Options are held of record by the Optionholders as set forth on Schedule 3.03 hereto, free and clear of all pledges, liens, encumbrances or other claims or charges, except pledges, liens, encumbrances or other claims or charges that will be released at the Closing.

(b)           All of the issued and outstanding shares of capital stock or other ownership interest of each Subsidiary of the Company are duly and validly issued and outstanding, and are fully paid (in compliance with applicable Laws) and, to the extent applicable, non-assessable.

  All of the issued and outstanding shares of capital stock or other ownership interest of each Subsidiary of the Company are directly or indirectly owned by the Company, free and clear of all pledges, liens, encumbrances or other claims or charges, except pledges, liens, encumbrances or other claims or charges that will be released at the Closing.  Except as set forth on Schedule 3.03 hereof, there are no authorized or outstanding subscriptions, options, warrants, commitments, preemptive rights, subscription rights, exchange rights, agreements, arrangements, commitments or obligations (contingent or otherwise) of any kind for or relating to the repurchase, acquisition, issuance, sale, registration or voting of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of any Subsidiary of the Company.   Schedule 3.03 sets forth a true and complete list of all outstanding Options, indicating with respect to each such Option (i) the name of the Optionholder thereof, (ii) the Company Option Plan under which it was granted, (iii) the number of shares of Common Stock subject to such Option, (iv) the exercise price, and (v) the date of grant.

Section 3.04                                Authority of the Company.

(a)           The Company has full right, power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement (the " Other Documents ") and to carry out the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement and each Other Document and the performance of the Company's obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize the execution, delivery and performance of this Agreement and each Other Document.  This Agreement and each Other Document constitute, or will when executed and delivered constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)           The execution, delivery and performance by the Company of this Agreement and each Other Document to which it is a party:

         (i)           do not and will not violate any provision of the articles of incorporation or by-laws or other equivalent governing document of the Company or any 

                                Subsidiary;

(ii)           do not and will not violate any Laws of the United States, or any state or other jurisdiction applicable to the Company or any Subsidiary, or require the Company or any Subsidiary to obtain any approval, consent or waiver of, or make any filing with, or provide notice to, any Person (governmental or otherwise) that has not been obtained or made, which violation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except for any actions required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or other competition or anti-trust related legal or regulatory requirements of foreign jurisdictions, commissions or governing bodies (the " Antitrust Laws ") and except as set forth on

Schedule 3.04(b)(ii)(A) hereto (the " Pre-Closing Educational Consents ") and Schedule 3.04(b)(ii)(B) hereto (the " Post-Closing Educational Consents "); and

(iii)           do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination, acceleration, modification, cancellation of, or require any notice, consent, authorization, approval or exemption under any indenture, loan or credit agreement, or any other material agreement, contract, understanding, commitment, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, to which the Company or any Subsidiary is a party or by which the property of the Company or any Subsidiary is bound (or result in the imposition of any Liens upon any of their assets), except as otherwise set forth on Schedule 3.04(b)(iii) hereto.

Section 3.05                                  Compliance with Laws

.   Except as set forth on Schedule 3.05 hereto, the Company and each Subsidiary is in compliance with all applicable laws, judgments, decrees, injunctions, statutes, ordinances, orders, rules and regulations (" Laws ") promulgated by any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitral tribunal or any other public authority, whether foreign, transnational, federal, state, municipal, local or other governmental authority but excluding any Educational Agency (a " Governmental Authority ") which are necessary for the operation of the business of the Company and the Subsidiaries as conducted, except where failure to so comply would not individually or in the aggregate, currently have a Material Adverse Effect.  Notwithstanding the foregoing, the representations and warranties in this Section 3.05 do not apply to the subject matter of the representations in Sections 3.25 through 3.30 .  Except as set forth on Schedule 3.05 hereto, since the Compliance Date, neither the Company nor any Subsidiary has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding any actual, alleged, possible, or potential violation of, or failure to comply materially with any Law by the Company or its Subsidiaries.  Neither the Company, any Subsidiary nor any of their respective directors, officers, employees or agents has, with respect to the businesses of the Company or the Subsidiaries, (a) used any funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity, (b) made any direct or indirect unlawful payment to any foreign or domestic official or employee of a Governmental Authority, (c) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (d) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any person or entity.

Section 3.06                                  Advisory and Other Fees

.   Neither the Company, nor any Subsidiary has incurred nor shall any of them become liable for any advisory fee, broker's commission or finder's fee relating to or in connection with the transactions contemplated by this Agreement, other than advisory fees payable to BMO Capital Markets Corp., which fees shall be paid as provided in Section 12.04 .

Section 3.07                                  Taxes.   Except as set forth on Schedule 3.07 hereto:

(a)           i)           The Company and each Subsidiary has complied in all material respects with all Laws related to Taxes.  All income Tax Returns of or with respect to the

 Company and each Subsidiary required by Law to be filed have been timely filed and all other material Tax Returns of or with respect to the Company and each Subsidiary required by applicable federal, foreign, state, local or other Law to be filed have been filed and all such Tax Returns were true, correct and complete in all material respects;

(ii)           The Company and each Subsidiary have timely paid or caused to be paid as of the date hereof all Taxes (whether or not shown as due on the Tax Returns referred to in Section 3.07(a)(i) ), except to the extent such Taxes are being contested in good faith by the Company or any Subsidiary or are properly reserved for on the books or records of the Company;

(iii)           There has not been any audit of any Tax Return filed by or with respect to the Company or any Subsidiary for which the applicable statute of limitations has not expired, no audit of any such Tax Return of or including the Company or any Subsidiary is in progress, and neither the Company nor any Subsidiary has been notified in writing by any taxing authority that any audit is contemplated or pending.  No written claim has been made by any Governmental Authority in a jurisdiction where the Company or any Subsidiary does not file Tax Returns that the Company or any Subsidiary is or may be subject to taxation by that jurisdiction; and

(iv)           The Company and each Subsidiary has provided to the Buyer (A) true, correct and complete copies of all Tax Returns relating to income Taxes and other material Tax Returns filed by the Company or such Subsidiary for the past three (3) years and (B) true, correct, and complete copies of all notices of deficiencies, notices of proposed adjustments, notices of assessments, revenue agent reports, closing agreements, settlement agreements, information document requests, protests, and any other similar document, notice, or correspondence, in each such case, that the Company, any Subsidiary (or representative thereof) has received from, sent to, or entered with the Internal Revenue Service or other Governmental Authority in the last three years or that relates to any Taxes or Tax Return which is not closed by the applicable statute of limitations.

                                (b)           Neither   the   Company   nor any Subsidiary is a party to, is bound by or has any obligation under, any agreement relating to allocating or sharing the payment of, or liability for, Taxes or has any liability for Taxes of any Person (other than members of the affiliated group, within the meaning of Section 1504(a) of the Code, filing consolidated federal income tax returns of which the Company is the common parent) under Treasury Regulation § 1.1502-6 (or a similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.

(c)           No closing agreement pursuant to Section 7121 of the Code or any similar provision of any state, local or foreign law has been entered into by or with respect to the Company or any Subsidiary.  Neither the Company nor any Subsidiary has agreed to or is required to make any adjustment for any period after the Closing Date pursuant to Section 481(a) of the Code by reason of any change in any accounting method, there is no application pending with any taxing authority requesting permission for any such change in any accounting method of the Company or any Subsidiary and the Internal Revenue Service has not proposed in writing

 any such adjustment or change in accounting method.  Neither the Company nor any Subsidiary has any private letter ruling, technical advice or other similar requests presently pending with any Governmental Authority.

(d)           Except as set forth on Schedule 3.07(d) hereto, neither the Company nor any Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency and no power of attorney granted by the Company or any Subsidiary with respect to any Taxes is currently in force.

(e)           The Company and each Subsidiary have (i) withheld and paid over to the relevant Governmental Authority all Taxes required to have been withheld and paid in connection with payments to employees, independent contractors, creditors, stockholders or other third parties, including any Taxes denominated as "employer contributions" or "premiums," and (ii) filed all federal, state, local and foreign returns and reports with respect to employee income Tax withholding, social security Taxes and premiums, and unemployment Taxes and premiums, all in compliance with the Code (and other applicable federal, state, local or foreign laws relating to Taxes) as in effect for the applicable year.

(f)           Except as set forth on Schedule 3.07(f) hereto, neither the Company nor any Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or any excess loss account described in Treasury Regulations under Code § 1502 (or any corresponding or similar provision of state, local, or foreign Tax law); (ii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iii) prepaid amount received on or prior to the Closing Date.

(g)           Neither the Company nor any Subsidiary has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code § 355 or Code § 361.

(h)           Except as set forth on Schedule 3.07(h) , neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereunder, either by themselves or in connection with any other event, will entitle any employee, officer, or director of the Company or any Subsidiaries to any payment of any material amount that could individually or in combination with any other such payment constitute an "excess parachute payment" as defined in Code § 280G(b)(1) of the Code (or any corresponding or similar provision of state, local, or foreign Tax law).

(i)           There are no Liens for Taxes on any assets of the Company or any Subsidiary, other than liens for Taxes not yet due and payable.

(j)           None of the Company or the Subsidiaries is or has ever been a "United States real property holding corporation" within the meaning of Code section 897(c).

(k)           Based on the Internal Revenue Code, Treasury Regulations and other applicable guidance as of the Closing Date, and taking into account the transition period rules and other mitigation provisions contained therein, none of the Company's or the Subsidiaries' "nonqualified deferred compensation plans" within the meaning of Code section 409A is likely

 to result in a participant's incurring income acceleration or penalties under Code section 409A.  Neither the Company nor any Subsidiary has any indemnity obligation for any Taxes imposed under Code section 409A.

(l)           No asset of the Company or any Subsidiary is tax-exempt use property under Code section 168(h).  No portion of the cost of any asset of the Company or any Subsidiary has been financed directly or indirectly from the proceeds of any tax-exempt state or local government obligation described in Code section103(a).  None of the assets of the Company or any Subsidiary is property that the Company or such Subsidiary is required to treat as being owned by any other person pursuant to the safe harbor lease provision of former Code section 168(f)(8).

(m)           Neither the Company nor any Subsidiary has engaged in any "listed transaction" or "reportable transaction" within the meaning of Section 6707A of the Code or Treasury Regulations promulgated thereunder or pursuant to notices or other guidance published by the Internal Revenue Service (irrespective of the effective dates).

(n)           The Company does not have any "excess loss accounts" with respect to any Subsidiary.  The Company does not have any items of income, gain, loss, expense, or deduction deferred under the intercompany transaction rules of Treasury Regulation Section 1.1502-13 (or similar provision of foreign, state, or local laws).

Section 3.08                                  Litigation

.    Schedule 3.08 hereto sets forth each material claim, complaint, charge, grievance, arbitration, condemnation, expropriation or other proceeding related to the employment of the employees of the Company and any Subsidiary and in eminent domain, action, suit, investigation and other proceeding pending or, to the Company's Knowledge, threatened against the Company or any Subsidiary or the operation, conduct, use or value of their properties or facilities, at law or in equity, or before or by any Governmental Authority.

Section 3.09                                Financial Statements.

(a)           The Company has delivered to the Buyer the following financial statements, attached as Schedule 3.09 hereto:

(i)           audited consolidated balance sheet of the Company as of June 30, 2006 and June 30, 2007 and audited consolidated statements of operations, shareholder's equity, and cash flows for the fiscal year then ended (collectively, the " Audited Financial Statements "); and

(ii)           unaudited consolidated balance sheet of the Company as of May 31, 2008 (the " Latest Balance Sheet ") and the related statements of operations and cash flows for the eleven months then ended (collectively, the " Unaudited Financial Statements " and, together with the Audited Financial Statements, the " Financial Statements ").

In addition, the Company has delivered to the Buyer copies of all management recommendation letters received by the Company from its auditors in connection with the audit of the Audited Financial Statements.

(b)           Except as set forth on Schedule 3.09 , the Audited Financial Statements have been prepared in accordance with GAAP applied consistently during the periods covered thereby, and present fairly in all material respects the financial condition of the relevant entities at the dates of said statements and the results of their operations and cash flows for the periods covered thereby.  The Unaudited Financial Statements have been prepared in accordance with GAAP applied consistently during the period covered thereby, and present fairly in all material respects the financial condition of the Company and the Subsidiaries at the date of such statements and the results of their operations and cash flows for the period covered thereby, except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect normal year-end adjustments.

(c)           Except as set forth on Schedule 3.09 hereto, neither the Company nor any of the Subsidiaries has any material liabilities of any nature (whether accrued, absolute, contingent, direct, indirect, known, unknown, or otherwise, whether due or to become due and regardless of when or by whom asserted) that would be required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) the liabilities reflected or reserved against on the Latest Balance Sheet (including all notes thereto); (ii) liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which is a liability for breach of contract, breach of warranty, tort or infringement or a claim or lawsuit); and (iii) liabilities incurred in connection with the transactions contemplated hereby.

Section 3.10                                  Transactions with Affiliates.

 Except as set forth on Schedule 3.10 hereto and except to the extent reflected in the Financial Statements, there is not in existence any, and since the Compliance Date, there have been no material transactions, contracts, understandings or agreements of any kind between the Company or any Subsidiary and any Person (other than the Company or any Subsidiary) who is an Affiliate of the Company or any Subsidiary, or officer, director or stockholder, or to the Knowledge of the Company, any employee of the Company or any Subsidiary, or any individual related by marriage or adoption to any such individual or entity in which any such individual owns a material interest.

Section 3.11                                  Real Properties.

(a)           The Company or the Subsidiaries have good and marketable title to the real properties set forth on Schedule 3.11(a) hereto (the " Owned Real Property ") free and clear of Liens, except for Permitted Liens.  Except as set forth on Schedule 3.11(a) , the Company or the Subsidiaries have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof.  No Owned Real Property is subject to any sales contract, option, right of first refusal or similar agreement or arrangement with any third party.

(b)            Schedule 3.11(b) hereto sets forth each lease or other agreement under which the Company or any Subsidiary leases or has rights in any material real property (the " Real Property Leases " and, each individually, a " Real Property Lease ").  True and complete copies of the Real Property Leases (including all amendments, extensions, renewals, guaranties and other

 agreements with respect thereto) have been made available to the Buyer and/or its agents by the Company.  Except as set forth on Schedule 3.11(b) hereto, the Company and each Subsidiary have a valid and subsisting leasehold interest in all the real property which is the subject of each of the respective Real Property Leases set forth on Schedule 3.11(b) hereto (individually, the " Leased Real Property " and, collectively, the " Leased Real Properties "), and neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof.

(c)           No material permit, license or certificate of occupancy pertaining to the leasing or operation of any Owned Real Property or Leased Real Property, other than those which are transferable with such property, is required by any Governmental Authority.

Section 3.12                                  Absence of Material Adverse Effect.

 Except as set forth on Schedule 3.12 hereto, since the date of the Latest Balance Sheet, there has not been any Material Adverse Effect.

Section 3.13                                  Absence of Certain Changes.

 Except as set forth on Schedule 3.13 hereto, or as contemplated by this Agreement, the Company and each Subsidiary have complied in all material respects with the covenants and restrictions set forth in Section 6.01 hereof to the same extent as if this Agreement had been executed on, and had been in effect since, the date of the Latest Balance Sheet.

Section 3.14                                  Tangible Personal Property.

  Except as set forth on Schedule 3.14 hereto, (a) the Company and each Subsidiary have good and marketable title to all of the items of tangible personal property and assets used by them or reflected on the Latest Balance Sheet, except for inventory or equipment as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practices, and (b) all such tangible personal property is owned free and clear of all liens, encumbrances, mortgages, pledges, options, licenses, contracts and security interests (collectively, " Liens "), except for (i) Liens identified on Schedule 3.14 hereto and (ii) Permitted Liens.

Section 3.15                                  Intellectual Property.

(a)            Schedule 3.15 hereto sets forth a complete and accurate list of all: (i) patents and patent applications, (ii) trademark and service mark registrations and applications for registration thereof, and Internet domain name registrations, (iii) registered copyrights and applications for registration of copyrights, and (iv) material software (including, without limitation, generic descriptions of firmware, libraries, middleware, and applications) that is embodied in any product or service of the Company or any of its Subsidiaries, in each of the foregoing cases that are owned by the Company or any Subsidiary (collectively, " Company Scheduled Intellectual Property ").

(b)           Except as set forth on Schedule 3.15 , the Company (directly or through a Subsidiary) (i) owns and possesses all right, title and interest in and to all Company Scheduled Intellectual Property, free and clear of all Liens other than (1) Permitted Liens or (2) any applicable licenses set forth on Schedule 3.16 , and (ii) owns and possesses all right, title and interest in and to or possesses valid and enforceable licenses to all (y) other Company

 Intellectual Property and (z) all other Intellectual Property used in the conduct of the business of the Company and its Subsidiaries on or prior to Closing, free and clear of all Liens other than (1) Permitted Liens or (2) any applicable licenses set forth on Schedule 3.16 .

(c)           Except as set forth on Schedule 3.15 , (i) neither the Company nor any Subsidiary has received any notice of infringement or misappropriation of or conflict with any Intellectual Property of any third party (including, without limitation, any written demands or written unsolicited offers to license any Intellectual Property from any third party that reference a third party patent and a Company product or service); (ii) neither the conduct of its business nor any of the products sold or services provided by the Company or any Subsidiary in connection therewith infringes, misappropriates or otherwise conflicts with Intellectual Property of any third party on or prior to Closing; (iii) to the Knowledge of the Company, no third party has infringed, misappropriated or otherwise conflicted with any Intellectual Property owned by the Company; and (iv) no claims are pending or, to the Knowledge of the Company, threatened in writing, against the Company or any of its Subsidiaries by any third party regarding the use or ownership of any Company Intellectual Property, or challenging or questioning the validity or enforceability of any Company Intellectual Property, and to the Knowledge of the Company there are no grounds for the same.

(d)           (i) Since the Compliance Date and to the Knowledge of the Company, no material Company Intellectual Property has been abandoned or permitted to lapse, and (ii) the Company and its Subsidiaries (as applicable) have used all commercially reasonable efforts to maintain and protect the Company Intellectual Property, in each case, except as set forth on Schedule 3.15 .

(e)           Except as set forth on Schedule 3.15 and Schedule 3.04(b)(iii) , (i) the transactions contemplated by this Agreement will not have an adverse effect on the Company's or any Subsidiary's right, title or interest in and to the Intellectual Property owned or used by the Company or such Subsidiary, and (ii) all of such Intellectual Property shall be owned or available for use by the Company or the applicable Subsidiary immediately after Closing on terms and conditions identical to those under which such Intellectual Property was owned or available for use by the Company or such Subsidiary immediately prior to the Closing.

(f)           Except as set forth on Schedule 3.15 , (i) the Company and its Subsidiaries have taken steps reasonable under the circumstances to protect and preserve the confidentiality of all trade secrets and material confidential information of the Company and its Subsidiaries, and (ii) each of the Company and its Subsidiaries has instituted policies requiring each employee, consultant and independent contractor (1) to execute proprietary information and confidentiality agreements, and (2) to execute agreements assigning to the Company or one of its Subsidiaries any Intellectual Property arising out of such employee's, consultant's or independent contractor's employment or engagement, in each case prior to or upon their employment or engagement.

Section 3.16                                  Contracts.  Except for contracts, commitments, plans, agreements and licenses listed on Schedule 3.16 hereto (true and complete copies (including all amendments, exhibits, attachments, waivers or other changes thereto) of which have been made available to

 the Buyer and/or its agents) (the " Contracts "), neither the Company nor any Subsidiary is a party to or subject to, or any assets or properties of the Company or the Subsidiaries are bound by:

(a)           any plan, contract, commitment or agreement providing for or relating to bonuses, stock, options, stock purchases, profit sharing, collective bargaining or the like or any contract or agreement with any labor union (other than the plans listed on Schedule 3.19 ) or containing any severance obligations or providing for the payment of cash or other compensation or benefits upon the sale of all or a portion of the assets of the Company or any Subsidiary or a change of control;

(b)           (i) any employment contracts or (ii) any consulting or independent contractor contract or any contract for services (other than for services by independent contractors or employees pursuant to employment contracts) which requires the payment of more than $100,000 annually in total cash compensation which is not terminable on 60 or fewer days notice by the Company or any Subsidiary without liability for any penalty;

(c)           any contract or agreement for the purchase of any commodity, material or equipment in excess of $100,000 (other than purchase orders entered into in the ordinary course of business);

(d)           any contract or agreement requiring the purchase of all or substantially all of its requirements of a particular product from a supplier, except any contract or agreement relating to the purchase of inventory in the ordinary course of business;

(e)           any contract or agreement which by its terms does not terminate or is not terminable by the Company or any Subsidiary within twelve months after the date hereof without payment of a penalty of $100,000 or more;

(f)           any material contract containing covenants limiting the freedom of the Company or any Subsidiary to compete in any line of business or with any Person;

(g)           any partnership, joint venture or other similar contract or agreement;

(h)           any material contract or agreement providing for the license of patents, trademarks, service marks, trade names or copyrights between the Company or any Subsidiary and any third party (other than licenses of commercially available, off-the-shelf software);

(i)           any settlement, conciliation or similar agreement, the performance of which will involve payment after the execution date of this Agreement for consideration in excess of $50,000 or monitoring by a Governmental Authority, consent decree or reporting responsibilities to a Governmental Authority outside the ordinary course of business;

(j)           any contract, agreement or arrangement under which the Company or any Subsidiary has advanced or loaned any amount to any of its directors, officers, managers or employees, except for advances to employees in the ordinary course of business;

(k)           any contract, agreement or arrangement for capital expenditures or the acquisition or construction of fixed assets in excess of $500,000;

(l)           any contract, agreement or arrangement that would constitute Indebtedness of the Company or its Subsidiaries (excluding advances to employees in the ordinary course of business);

(m)           any contract, agreement or arrangement granting any Person a Lien on all or any material part of the assets of the Company or any Subsidiary, other than Liens which will be released at the Closing;

(n)           any contract, agreement or arrangement under which the Company or any Subsidiary is (i) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property, or (ii) a lessor of any tangible personal property owned by the Company or any Subsidiary, in any single lease (or group of related leases with the same party) under (i) or (ii) having an original value in excess of $500,000;

(o)           any contract, agreement or arrangement containing releases, covenants, warranties or indemnities concerning environmental conditions of any real property, including any Owned Real Property or Leased Real Property; or

(p)           other than the contracts, agreements or arrangements of the type covered by Sections 3.16(a) through 3.16(o) (regardless of any dollar or other thresholds or limitations set forth therein) and other than purchase orders entered into in the ordinary course of business, any other contracts or agreements creating any obligation of the Company or any Subsidiary of more than $250,000 annually with respect to any such contract, agreement or arrangement.

All Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the Company or such Subsidiary and, to the Knowledge of the Company, the other parties thereto, and are enforceable against the Company or such Subsidiary in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the Company nor any Subsidiary is in default in complying with any material provisions thereof, nor   has the Company or any of the Subsidiaries received written notice of any such default, and, to the Knowledge of the Company, no condition or event or facts exist which, with notice, lapse of time or both, would constitute a default thereof on the part of the Company or such Subsidiary which default would reasonably be expected to have a Material Adverse Effect.

This Section 3.16 does not app