STOCK PURCHASE AGREEMENT

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

THE SHAREHOLDER OF

SALES STRATEGIES, INC.

AND

INCENTRA SOLUTIONS, INC.

Dated as of August 31, 2007

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EXHIBITS

Exhibit A – Form of Unsecured Promissory Note

Exhibit B – Form of Escrow Agreement

Exhibit C – Excluded Assets and Liabilities

Exhibit D – Form of Employment Agreement

Exhibit E – Form of Registration Rights Agreements

Exhibit F – Form of Legal Opinion of Counsel to the Company and Shareholder

Exhibit G – Form of Legal Opinion of Counsel to the Purchaser

SCHEDULES

Company Disclosure Schedule

Purchaser Disclosure Schedule

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INDEX OF DEFINED TERMS

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STOCK PURCHASE AGREEMENT

      STOCK PURCHASE AGREEMENT (this "Agreement") dated as of August 31, 2007, by and between INCENTRA SOLUTIONS, INC. , a Nevada corporation ("Purchaser") and THOMAS G. KUNIGONIS, Jr. ("Shareholder"), the sole shareholder of SALES STRATEGIES, INC., a New Jersey corporation (the "Company").

RECITALS

      WHEREAS, Shareholder owns all of the outstanding shares of capital stock (the "Shares") of the Company;

      WHEREAS, Shareholder intends to sell and Purchaser intends to purchase the Shares (the “Purchase”);

      NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound do hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE SHARES

      SECTION 1.1. Purchase and Sale of the Shares . Upon the terms and subject to the conditions of this Agreement, Shareholder agrees to sell, convey, assign and transfer, and Purchaser agrees to purchase, the Shares, free and clear of all encumbrances (as defined in Section 9.3(b) hereof) for the initial consideration of Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000.00) in cash, an unsecured promissory note in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00), and One Million Dollars ($1,000,000.00) in shares of Purchaser's unregistered and restricted common stock. Purchaser shall pay Shareholder additional consideration pursuant to the provisions of Section 1.2(d), if, and only if, the conditions of such Section 1.2(d) are satisfied and only to the extent satisfied. At the Closing (as defined in Section 1.3) Shareholder will transfer to Purchaser the Shares listed after his name in Section 2.3(a) of the Company Disclosure Schedule, which together will constitute all of the issued and outstanding Shares of the Company.

      SECTION 1.2. Consideration .

      (a) Upon the terms and subject to the conditions of this Agreement, in consideration of the sale, conveyance, assignment and transfer of the Shares to Purchaser at the Closing, Purchaser agrees to:

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           (1) Pay to Shareholder Four Million Two Hundred Seventy Five Thousand Dollars ($ 4,275,000.00) by wire transfer of immediately available funds at the Closing;

           (2) As of the Closing Date, issue to Shareholder One Million Dollars ($1,000,000.00) in shares of Purchaser's unregistered common stock, with the number of shares to be issued determined by dividing One Million Dollars ($1,000,000.00) by the average closing price of Purchaser Common Stock, as reported on Bloomberg L.P. on the Principal Market, for the five (5) consecutive trading days ending on and including August 31, 2007; and

           (3) As of the Closing Date issue to Shareholder an unsecured promissory note in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) and in substantially the form attached hereto as Exhibit A.

      (b) Prior to or simultaneously with the Closing, Shareholder and Purchaser shall enter into an escrow agreement (the "Escrow Agreement") with an escrow agent selected by Purchaser and reasonably acceptable to Shareholder (the "Escrow Agent") substantially in the form of Exhibit B hereto. Pursuant to the terms of the Escrow Agreement, Purchaser shall deposit Four Hundred Seventy Five Thousand Dollars ($475,000.00) (the "Escrow Deposit") into an interest bearing escrow account, which account is to be managed by the Escrow Agent (the "Escrow Account"). Any Escrow Deposit, any interest thereon, and any other property in the Escrow Account are referred to as the "Escrow Fund". The Escrow Fund shall be available to satisfy any NWC Deficit as defined in Section 1.2(c)(iii) below. In connection with such deposit of the Escrow Deposit with the Escrow Agent and as of the Closing Date, Shareholder will be deemed to have received and deposited with the Escrow Agent his interest in the Escrow Fund without any act of Shareholder. Distributions from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement and the terms hereof. The adoption of this Agreement and the approval of the transaction contemplated herein by Shareholder shall constitute approval of the Escrow Agreement and all of the arrangements relating thereto, including, without limitation, the placement of the Escrow Deposit in escrow.

      (c) (i) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Purchaser shall, at its own cost, cause to be prepared and delivered to the Shareholder a closing statement (the "Closing Statement”) presenting the Net Working Capital (defined in accordance with generally accepted accounting principles ("GAAP") as current assets minus current liabilities) as of the end of business on the Closing Date ("Closing Net Working Capital"). Accounts receivable included within Net Working Capital for this purpose shall be valued at face value if the age of the receivable is ninety (90) days or less and at zero (0) if the age of the receivable is ninety (90) days or more. Shareholder shall have thirty (30) days from receipt of the Closing Statement to dispute the calculation of Net Working Capital by Purchaser. Purchaser shall

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cooperate with Shareholder by providing any additional documentation supporting the Closing Statement as soon as practicable following Shareholder’s request for same. In the event Shareholder and Purchaser are not able to agree within forty-five (45) days of receipt of the statement by the Shareholder on such calculation, it shall be submitted to a mutually agreed upon independent public accounting firm for final resolution in accordance with the guidelines as provided herein.

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      (d) Subject to the conditions set forth below, Purchaser will pay Shareholder additional consideration to be computed as follows:

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      (e) On or immediately prior to the Closing Date, Shareholder shall cause the Company to pay out to shareholder, as a distribution, such amount of the Company’s cash on hand as will not exceed the amount which will leave Net Working Capital of not less than One Million Dollars ($1,000,000.00) in Company.

      SECTION 1.3 Excluded Assets and Liabilities . It is hereby expressly acknowledged and agreed that those assets and liabilities listed on Exhibit C (the "Excluded Assets and Liabilities"), attached hereto and made a part hereof, shall not be transferred at the Closing, that such assets shall be transferred to and retained to Shareholder, and that Shareholder shall be solely responsible for the payment of such liabilities.

      SECTION 1.4 Closing . Subject to the satisfaction or, to the extent permitted by applicable law, waiver of the conditions to consummation of the Purchase contained in Article VI hereof, the closing of the Purchase (the "Closing") shall take place at 10:00 a.m., Denver time, on a date specified by the parties (the "Closing Date"), which date shall not be later than the third business day following satisfaction or, to the extent permitted by applicable law, waiver of the conditions to consummation of the Purchase contained in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or, to the extent permitted by applicable law, waiver of those conditions), unless another time or date is agreed to by the parties hereto; provided that in all events, the Closing Date shall not be later than July August 31, 2007. The Closing will be held at the offices of Purchaser, located at 1140 Pearl Street, Boulder, CO 80302 or at such other location as is agreed to by the parties hereto.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      Except as set forth on the Disclosure Schedule delivered by the Company to Purchaser prior to the execution of this Agreement which hereby is incorporated by reference in and constitutes an integral part of this Agreement (the Company Disclosure Schedule ”), Shareholder hereby represents and warrants to Purchaser as follows:

      SECTION 2.1 Organization, Standing and Corporate Power .

      (a) Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and has the requisite corporate power and authority to carry on its business as presently being conducted. Except as set forth on Section 2.1(a) of the Company Disclosure Schedule, each of the Company and its subsidiaries is duly qualified or licensed to conduct business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be

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so qualified or licensed or to be in good standing individually or in the aggregate would not reasonably be expected to have a material adverse effect on the Company.

      (b) The Company has delivered or made available to Purchaser prior to the execution of this Agreement complete and correct copies of the certificate of incorporation and bylaws of the Company and each of its subsidiaries, each as in effect at the date of this Agreement.

      SECTION 2.2. Subsidiaries . Section 2.2 of the Company Disclosure Schedule lists the names and jurisdiction of incorporation or organization of all the subsidiaries of the Company, whether consolidated or unconsolidated. The outstanding securities of the subsidiaries of Company are set forth in Section 2.2 of the Company Disclosure Schedules and all outstanding shares of capital stock of, or other equity interests in, each such subsidiary: (i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned directly or indirectly by Company, free and clear of all Liens. Except as set forth above or in Section 2.2 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock of or other equity or voting interests in any person.

      SECTION 2.3 . Capital Structure . As of the date hereof:

      (a) (i) The only class of capital stock authorized by the Company is common stock ("Company Common Stock"); (ii) 2,500 shares of Company Common Stock are authorized and 100 shares of Company Common Stock are issued and outstanding, all held by Shareholder in the amounts set forth next to his name in Section 2.3(a) of the Company Disclosure Schedule; and (iii) no shares of Company Common Stock are held by the Company in its treasury and no shares of Company Common Stock are held by subsidiaries of the Company.

      (b) Except as set forth on Section 2.3(b) of the Company Disclosure Schedule, all outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to preemptive rights created by statute, the Company’s Articles of Incorporation (the “ Company Certificate of Incorporation ”) or any agreement to which the Company is a party or by which the Company may be bound.

      (c) Except as set forth in Section 2.3(c) of the Company Disclosure Schedule, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, and (iii) no options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock of the Company.

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      SECTION 2.4. Authority; Noncontravention .

      (a) Shareholder has the power and authority to execute, deliver and perform this Agreement and the other agreements to be executed and delivered by Shareholder in connection herewith and to consummate the transactions contemplated hereby and thereby. All acts and proceedings required to be taken by or on the part of Shareholder to authorize Shareholder to execute, deliver and perform this Agreement and the other agreements to be executed and delivered by Shareholder in connection herewith and to consummate the transactions contemplated hereby and thereby have been duly and validly taken. This Agreement constitutes a valid and binding agreement, and the other agreements to be executed and delivered by Shareholder in connection herewith when so executed and delivered will constitute valid and binding agreements, of Shareholder, except as enforceability may be limited by bankruptcy, reorganization, insolvency or other similar laws or equitable principles affecting the enforcement of creditor’s rights generally.

      (b) Except as set forth in Section 2.4(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in a violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation under (i) any provision of the Company Certificate of Incorporation or by-laws, (ii) any material loan or credit agreement, note, mortgage, indenture, lease or other material agreement or (iii) material instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or its properties or assets.

      (c) The execution, delivery and performance by the Shareholder of this Agreement and the consummation of the purchase and sale of the Shares by Shareholder require no consent, approval, order or authorization of, action by or in respect of, or registration or filing with, any governmental body, court, agency, official or authority (each, a “ Governmental Entity ”, collectively “ Government Entities ”).

      (d) The execution and delivery of this Agreement and the consummation of the purchase and sale of the Shares will not result in the creation of any pledges, claims, liens, charges, encumbrances, adverse claims, mortgages and security interests of any kind or nature whatsoever (collectively, “ Liens ”) upon any asset of the Company.

      (e) Except as set forth in Section 2.4(e) of the Company Disclosure Schedule, no consent, approval, waiver or other action by any person (other than the Governmental Entities referred to in (c) above) under any Company Material Contract is required or necessary for, or made necessary by reason of, the execution, delivery and

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performance of this Agreement by the Shareholder or the consummation of the purchase and sale of the Shares.

      SECTION 2.5. Financial Statements; Undisclosed Liabilities .

           (a) The Company has furnished to the Purchaser true, correct and complete copies of a balance sheet, income statement, statement of cash flows and statement of stockholder’s equity and the footnotes thereto for each of the fiscal years ended December 31, 2004, December 31, 2005, and December 31, 2006 reviewed by the Company’s independent accountants, and a Company prepared balance sheet, income statement, statement of cash flow and stockholder’s equity for the six month period ended June 30, 2007 (collectively, the “Company Financial Statements”). Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the Company Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States and fairly present in all material respects the financial condition of the Company and its subsidiaries as at the respective dates thereof; provided, however, that the Company prepared financial statements for the six month period ended June 30, 2007 are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and other presentation items.

           (b) Except for liabilities (i) set forth in Section 2.5 of the Company Disclosure Schedule, (ii) reflected in the Company Financial Statements or described in any notes thereto (or for which neither accrual nor footnote disclosure is required pursuant to GAAP), or (iii) incurred in the ordinary course of business, consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature. The Company is not in default in respect of any terms or conditions of any indebtedness.

           (c) Other than changes in the usual and ordinary conduct of business since December 31, 2006, there have been, and at the Closing Date there will be, no material, adverse changes in the financial condition of the Company. Specifically, but, not by way of limitation, since its balance sheet of December 31, 2006 the Company has not, and prior to the Closing Date will not have:

           (i) Issued or sold any stock, bond, or other Company securities;

           (ii) Except for current liabilities incurred and obligations under contracts entered into in the ordinary course of business and except as set forth in Section 2.5(c)(ii) of the Company Disclosure Schedule, incurred any obligation or liability, whether absolute or contingent (in excess of $50,000 individually or in the aggregate);

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           (iii) Except for current liabilities shown on the balance sheet and current liabilities incurred since that date in the ordinary course of business and except as set forth in Section 2.5(c)(iii) of the Company Disclosure Schedule, discharged or satisfied any lien or encumbrance, or paid any obligation or liability, absolute or contingent nor has it delayed or postponed the payment of accounts payable and other Liabilities outside the ordinary course of business ;

           (iv) Mortgaged, pledged or subjected to lien or any other encumbrance, any of its assets, tangible or intangible;

           (v) Except in the ordinary course of business, sold or transferred any of its tangible assets or canceled any debts or claims, except any excluded assets, or canceled debts or claims as listed in Section 2.5(c)(v) of the Company Disclosure Schedule;

           (vi) Sold, assigned, or transferred any patents, formulas, trademarks, trade names, copyrights, licenses, or other intangible assets;

           (vii) Suffered any extraordinary losses, been subjected to any strikes or other labor disturbances, or waived any rights of any substantial value; or

           (viii) Except for transactions contemplated by this Agreement, entered into any transaction other than in the ordinary course of business; including, but not limited to, any loan to or other transaction with any of its owners, directors, officers, and employees outside the Ordinary Course of Business.

           (d) Subject to any changes that may have occurred in the ordinary and usual course of business, the assets of the Company at the Closing Date will be substantially those owned by it and shown on the Company Financial Statements.

           (e) All accounts receivable of the Company and the Subsidiaries reflected on the Company Financial Statements are valid receivables subject to no setoffs or counterclaims and are, to the best of Shareholder’s knowledge, current and collectible (within 90 days after the date on which they first become due and payable), net of the applicable reserve for bad debts on the Company Financial Statements. All accounts receivable reflected in the financial or accounting records of the Company and the Subsidiaries that have arisen since the date of the Company Financial Statements are valid receivables subject to no setoffs or counterclaims and are, to the best of Shareholder's knowledge, current and collectible (within 90 days after the date on which they first become due and payable), net of the applicable reserve for bad debts on the Company Financial Statements.

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           (f) Section 2.5(f) of the Company Disclosure schedule describes each account maintained by or for the benefit of the Company or any Subsidiary at any bank or other financial institution.

           ( g ) All inventory of the Company and the Subsidiaries whether or not reflected on the Company Financial Statements, consists of a quality and quantity usable and saleable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which have been written-off or written-down to net realizable value on the Company Financial Statements. All inventories not written-off have been priced at the lower of net realizable value on a first -in, first-out basis. The quantity of each type of inventory, whether raw materials, or work-in-process or finished goods, are not excessive in the present circumstances of the Company and the Subsidiaries.

      SECTION 2.6. Material Contracts.

           (a) Each Company Material Contract is valid and binding on and enforceable against the Company (or, to the extent a subsidiary is a party, such subsidiary) and each other party thereto and is in full force and effect. Except as set forth in Section 2.6 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract nor has caused an event, committed any act or failed to commit any act which would create a breach or default under any Company Material Contract. Except as set forth in Section 2.6 of the Company Disclosure Schedule, the Shareholder has no knowledge of, regardless of whether or not notice has been received, any violation or default under (nor does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Shareholder has made available to Purchaser true and complete copies of all Company Material Contracts.

           (b) As used in this Agreement, “ Company Material Contracts ” shall mean any contract, license agreement, commitment, lease, or restriction of any kind to which the Company is a party or by which the Company or any of its subsidiaries is bound or to which any of the Company’s or any of its subsidiaries’ assets are subject which involve payments to or from the Company of at least $50,000.

      SECTION 2.7. Permits; Compliance with Applicable Laws .

           (a) The Company and its subsidiaries own and/or possess all material permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the business of the Company and its subsidiaries (the “ Permits ”) as presently conducted. The

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Company and its subsidiaries are in compliance in all material respects with the terms of the Permits. All the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or threatened nor do grounds exist for any such action.

           (b) Except as set forth in Section 2.7(b) of the Company Disclosure Schedule, each of the Company and its subsidiaries is in compliance in all material respects with all applicable statutes, laws, regulations, ordinances, Permits, rules, writs, judgments, orders, decrees and arbitration awards of each Governmental Entity applicable to the Company or any of its subsidiaries . , except where such noncompliance individually or in the aggregate would not have a material adverse effect on the Company.

           (c) Except for filings with respect to Taxes, which are the subject of Section 2.9 and not covered by this Section 2.7(c) and except as set forth in Section 2.7(c) of the Company Disclosure Schedule, the Company and each of its subsidiaries has timely filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the “ Other Company Documents ”), and have timely paid all fees and assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Company.

      SECTION 2.8. Absence of Litigation . Section 2.8 of the Company Disclosure Schedule contains a true and current summary description of each pending and, to Shareholder's knowledge, threatened litigation, action, suit, case, proceeding, investigation or arbitration. Except as set forth in Section 2.8 of the Company Disclosure Schedule, no action, inquiry, demand, charge, requirement or investigation by any Governmental Entity and no litigation, action, suit, case, proceeding, investigation or arbitration by any person or Governmental Entity, in each case with respect to the Company or any of its subsidiaries or any of their respective properties or Permits, is pending or, to the knowledge of Shareholder, threatened.

      SECTION 2.9. Tax Matters.

           (a) Except as set forth in Section 2.9 of the Company Disclosure Schedule, each of the Company and its subsidiaries has (i) filed with the appropriate Governmental Entities all United States federal and state income and other material Tax Returns required to be filed by it (giving effect to all extensions) and such Tax Returns are true, correct and complete in all material respects; (ii) paid in full all United States federal income and other material Taxes required to have been paid by it; and (iii) made adequate provision for all accrued Taxes not yet due. The accruals and provisions for

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Taxes reflected in the Company Financial Statements are adequate for all Taxes accrued or accruable through the date of such statements.

           (b) Except as set forth in Section 2.9 of the Company Disclosure Schedule, as of the date of this Agreement, no Federal, state, local or foreign audits or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns of the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries has received a written notice of any material pending or proposed claims, audits or proceedings with respect to Taxes.

           (c) Except as set forth in Section 2.9 of the Company Disclosure Schedule, no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Tax has been proposed, asserted, or assessed in writing by any Governmental Entity against, or with respect to, the Company or any of its subsidiaries. There is no action, suit or audit now in progress, pending or, to the knowledge of the Shareholder, threatened against or with respect to the Company or any of its subsidiaries with respect to any material Tax.

           (d) Neither the Company nor any of its subsidiaries has been included in any “consolidated,” “unitary” or “combined” Tax Return (other than Tax Returns which include only the Company) provided for under the laws of the United States, any foreign jurisdiction or any state or locality with respect to Taxes for any taxable year.

           (e) No election under Section 341(f) of the Internal Revenue Code as from time to time amended (the "Code") has been made by the Company or any of its subsidiaries.

           (f) No claim has been made in writing by any Governmental Entities in a jurisdiction where the Company or any of its subsidiaries does not file Tax Returns that the Company is, or may be, subject to taxation by that jurisdiction.

           (g) Except as set forth in Section 2.9 of the Company Disclosure Schedule, each of the Company and its subsidiaries has made available to Purchaser correct and complete copies of (i) all of its material Tax Returns filed within the past three (3) years, (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity within the past three (3) years relating to the Federal, state, local or foreign Taxes due from or with respect to the Company or any of its subsidiaries, and (iii) any closing letters or agreements entered into by the Company with any Governmental Entities within the past three (3) years with respect to Taxes.

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           (h) Except as set forth in Section 2.9 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has received any notice of deficiency or assessment from any Governmental Entity for any amount of Tax that has not been fully settled or satisfied, and to the knowledge of the Shareholder, no such deficiency or assessment is proposed.

          (i) For purposes of this Agreement:

      SECTION 2.10 Employee Benefit Plans .

            (a) Section 2.10 of the Company Disclosure Schedule contains a true and complete list of all pension, stock option, stock purchase, benefit, welfare, profit-sharing, retirement, disability, vacation, severance, hospitalization, insurance, incentive, deferred compensation and other similar fringe or employee benefit plans, funds, programs or arrangements, whether written or oral, in each of the foregoing cases which (i) covers, is maintained for the benefit of, or relates to any or all current or former employees of the Company or any of its subsidiaries and any other entity (“ ERISA Affiliate ”) related to the Company under Section 414(b), (c), (m) and (o) of the Code and (ii) is not a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) or Section 414 of the Code (the “ Employee Plans ”). Section 2.10 of the Company Disclosure Schedule identifies and includes but is not limited to, each of the Employee Plans that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. Neither the Company, any of its subsidiaries nor any ERISA Affiliate of the Company or any of its subsidiaries has any commitment or formal plan, whether or not legally binding, to create any additional employee benefit plan or modify or change any existing Employee Plan

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other than as may be required by the express terms of such Employee Plan or applicable law.

           (b) With respect to each Employee Plan that has been qualified or is intended to be qualified under the Code or that is an “Employee Benefit Plan” within the meaning of Section 3.3 of ERISA, such Employee Plan has been duly approved and adopted by all necessary and appropriate action of the Board of Directors of the Company (or a duly constituted committee thereof).

           (c) Except as set forth in Section 2.10 of the Company Disclosure Schedule, with respect to the Employee Plans, all required contributions for all periods ending before the Closing Date have been or will be paid in full by the Closing Date. Subject only to normal retrospective adjustments in the ordinary course, all required insurance premiums have been or will be paid in full with regard to such Employee Plans for policy years or other applicable policy periods ending on or before the Closing Date by the Closing Date. As of the date hereof, none of the Employee Plans has unfunded benefit liabilities, as defined in Section 4001(a)(16) of ERISA.

           (d) The Company has no “multi-employer plans,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA or Section 414 (“ Multi-Employer Plans ”), and never has had any such plans.

           (e) With respect to each Employee Plan (i) no prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code have occurred or are expected to occur as a result of the Purchase or the transactions contemplated by this Agreement, (ii) no action, suit, grievance, arbitration or other type of litigation, or claim with respect to the assets of any Employee Plan (other than routine claims for benefits made in the ordinary course of plan administration for which plan administrative review procedures have not been exhausted) is pending or, to the knowledge of the Shareholder, threatened or imminent against the Company, any ERISA Affiliate or any fiduciary, as such term is defined in Section 3(21) of ERISA (“Fiduciary”), including, but not limited to, any action, suit, grievance, arbitration or other type of litigation, or claim regarding conduct that allegedly interferes with the attainment of rights under any Employee Plan. To the knowledge of the Shareholder, neither the Company, nor its directors, officers, employees nor any Fiduciary has any liability for failure to comply with ERISA or the Code for any action or failure to act in connection with the administration or investment of such plan. None of the Employee Plans is subject to any pending investigations or to the knowledge of the Shareholder threatened investigations from any Governmental Agencies who enforce applicable laws under ERISA and the Code.

           (f) Except as set forth in Section 2.10 of the Company Disclosure Schedule, each of the Employee Plans is, and has been, operated in accordance with its terms and each of the Employee Plans, and administration thereof, is, and has been, in all

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material respects in compliance with the requirements of any and all applicable statutes, orders or governmental rules or regulations currently in effect, including, but not limited to, ERISA and the Code. Except as set forth in Section 2.10 of the Company Disclosure Schedule, all required reports and descriptions of the Employee Plans (including but not limited to Form 5500 Annual Reports, Form 1024 Application for Recognition of Exemption Under Section 501(a), Summary Annual Reports and Summary Plan Descriptions) have been timely filed and distributed as required by ERISA and the Code. Any notices required by ERISA or the Code or any other state or federal law or any ruling or regulation of any state or federal administrative agency with respect to the Employee Plans, including but not limited to any notices required by Section 4980B of the Code, have been appropriately given.

           (g) The Internal Revenue Service (the “ IRS ”) has issued a favorable determination letter or opinion letter with respect to each Employee Plan intended to be “qualified” within the meaning of Section 401(a) of the Code that has not been revoked and, to the knowledge of the Shareholder, no circumstances exist that could adversely affect the qualified status of any such plan and the exemption under Section 501(a) of the Code of the trust maintained thereunder. Each Employee Plan intended to satisfy the requirements of Section 125, 501(c)(9) or 501(c)(17) of the Code has satisfied such requirements in all material respects.

           (h) With respect to each Employee Plan to which the Company or any ERISA Affiliate made, or was required to make, contributions on behalf of any employee during the five-year period ending on the last day of the most recent plan year end prior to the Closing Date, (i) no liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and (ii) to the knowledge of Shareholder, no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring any such liability and (iii) the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan’s actuary with respect to such plan did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. No Employee Plan or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recently ended fiscal year.

           (i) Except as set forth in Section 2.10 of the Company Disclosure Schedule, no Employee Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by Section 4980B of the Code, Section 601 of ERISA or other applicable law, (ii) death benefits under any “pension plan,” (iii) benefits the full cost of which is borne by the employee (or his beneficiary) or (iv) Employee Plans that can be amended or terminated by the Company without consent. The Company does not have any current or projected liability

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with respect to post-employment or post-retirement welfare benefits for retired, former, or current employees of the Company.

           (j) No material amounts payable under the Employee Plans will fail to be deductible for Federal income tax purposes by virtue of Section 162(m) of the Code.

           (k) To the extent that the Company is deemed to be a fiduciary with respect to any Plan that is subject to ERISA, the Company (i) during the past five years has complied with the requirements of ERISA and the Code in the performance of its duties and responsibilities with respect to such employee benefit plan and (ii) has not knowingly caused any of the trusts for which it serves as an investment manager, as defined in Section 3(38) of ERISA, to enter into any transaction that would constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code, with respect to any such trusts, except for transactions that are the subject of a statutory or administrative exemption.

           (l) No person will be entitled to a “gross up” or other similar payment in respect of excise taxes under Section 4999 of the Code with respect to the transactions contemplated by this Agreement.

           (m) None of the Employee Plans have been completely or partially terminated and none has been the subject of a “reportable event” as that term is defined in Section 4043 of ERISA. No amendment has been adopted which would require the Company or any ERISA Affiliate to provide security pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code.

      Section 2.11 Labor Matters .

            (a) With respect to employees of the Company or its subsidiaries: (i) to the knowledge of Shareholder, no senior executive or key employee has any plans to terminate employment with the Company or any of its subsidiaries; (ii) there is no unfair labor practice charge or complaint against the Company pending or, to the knowledge of Shareholder, threatened before the National Labor Relations Board or any other comparable Governmental Entity; (iii) there is no demand for recognition made by any labor organization or petition for election filed with the National Labor Relations Board or any other comparable Governmental Entity; (iv) no grievance or any arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the knowledge of Shareholder, no claims therefor have been threatened other than grievances or arbitrations incurred in the ordinary course of business; (v) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby will not give rise to termination of any existing collective bargaining agreement or permit any labor organization to commence or initiate any negotiations in respect of

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wages, hours, benefits, severance or working conditions under any such existing collective bargaining agreements; and (vi) there is no litigation, arbitration proceeding, governmental investigation, administrative charge, citation or action of any kind pending or, to the knowledge of Shareholder, proposed or threatened against the Company relating to employment, employment practices, terms and conditions of employment or wages, benefits, severance and hours.

           (b) Section 2.11(b) of the Company Disclosure Schedule lists the name, title, date of employment and current annual salary of each current salaried employee whose annual salary exceeds $100,000. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby will not, except as disclosed in Section 2.11(b) of the Company Disclosure Schedule , (i) result in any payment (including severance, unemployment compensation, tax gross-up, bonus or otherwise) becoming due to any current or former director, employee or independent contractor of the Company or any of its subsidiaries, from the Company or any